ADT Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Recent Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the nine months ended September 30, 2025. Use of Proceeds from Registered Equity Securities We did not receive any proceeds from sales of registered equity securities during the nine months ended September 30, 2025. Issuer Purchases of Equity Securities The following table presents repurchases of shares of the Company’s Common Stock completed during the three months ended September 30, 2025 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid Per Share ( 1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) July 1, 2025 - July 31, 2025 (3) 13,399 $ 8.33 13,399 $ — August 1, 2025 - August 31, 2025 — $ — — $ — September 1, 2025 - September 30, 2025 — $ — — $ — Total 13,399 $ 8.33 13,399 $ — _________________ (1) The average price paid per share is calculated by dividing the total cash paid for the shares (including commissions) by the total number of shares repurchased. (2) In February 2025, the Company's Board of Directors announced the 2025 Share Repurchase Plan, pursuant to which the Company was authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $500 million of shares of the Company's Common Stock. The 2025 Share Repurchase Plan allowed the Company to purchase Common Stock, from time to time, in one or more open market or privately negotiated transactions, including pursuant to Rule 10b5-1 or Rule 10b-18 of the Exchange Act, or pursuant to one or more accelerated share repurchase agreements, subject to certain requirements and other factors. As of September 30, 2025, the entire capacity available under the 2025 Share Repurchase Plan had been utilized, and there is no remaining authorized amounts outstanding under the 2025 Share Repurchase Plan. (3) The Company repurchased, and subsequently retired, 11 million shares of its Common Stock under the 2025 Share Repurchase Plan for an aggregate purchase price of $93 million (or approximately $8.31 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo. Refer to Note 14 “Related Party Transactions” for further information. The Company also repurchased, and subsequently retired, an additional 2 million shares of its Common Stock under the 2025 Share Repurchase Plan in the open market, including pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act, in multiple transactions at an average price of $8.45 per share. There were no remaining authorized amounts outstanding under the 2025 Share Repurchase Plan after these transactions. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. 45 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES. None.