Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment and those criteria, our management determined that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV of this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in our management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During 2023, ADT began a multi-year IT transformation project by which we are migrating much of ADT’s infrastructure to the cloud. The initiative includes certain aspects of our customer relationship management and enterprise resource planning systems. In 2024, we nationally launched our customer relationship management system for our residential pro-install customers, which resulted in changes to our processes, procedures, and our ICFR; and expect these changes to materially affect our ICFR in 2026. In addition, we began the transition to our new enterprise resource planning system during 2024. This transition will be completed in phases over multiple years.
ITEM 9B. OTHER INFORMATION.
During the quarter ended December 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not Applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this Item 10 “Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after our fiscal year end of December 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item 11 “Executive Compensation” is incorporated herein by reference from our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” other than as set forth below as required by Item 201(d) and Item 403(c) of Regulation S-K, is incorporated herein by reference from our Proxy Statement.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2025 with respect to shares of Common Stock issuable under our equity compensation plans. Both the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”) provide for the award of stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), and other equity and equity-based awards to our Board of Directors, officers, and non-officer employees. There are no shares of Class B Common Stock issuable under our equity compensation plans.
Equity Compensation Plans
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved by stockholders:
2016 Equity Incentive Plan (1)
1,146,474 $ 6.08 —
2018 Omnibus Incentive Plan (2)
44,734,274 $ 7.37 47,938,922
Total 45,880,748 47,938,922
_________________
(1) Column (a) includes approximately 543,000 shares of Common Stock that may be issued upon the exercise of service-based stock options and approximately 603,000 shares of Common Stock that may be issued upon the exercise of performance-based stock options.
We do not expect to issue additional share-based compensation awards under the 2016 Plan.
(2) Column (a) includes approximately (i) 31.1 million shares of Common Stock that may be issued upon the exercise of service-based stock options, (ii) 5.6 million shares of Common Stock that may be issued upon the exercise of performance-based stock options and (iii) 8.0 million shares of Common Stock that may be issued upon the vesting of service-based RSUs.
The weighted-average exercise price in column (b) is inclusive of outstanding RSUs, which results in the issuance of shares for no consideration. Excluding RSUs, the weighted-average exercise price is equal to $8.96.
Origin AI Retention Awards
In connection with the Company’s acquisition of Origin AI, the Board of Directors approved a grant of RSUs (the “Origin AI Retention Awards”) as a material inducement for certain key employees of Origin AI to remain employed with the Company following such acquisition. The Company filed a registration statement on Form S-8, which registers 8.1 million shares of Common Stock that are issuable upon vesting and settlement of the Origin AI Retention Awards.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The information required by this Item 13 “Certain Relationships and Related Transactions and Director Independence” is incorporated herein by reference from our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item 14 “Principal Accountant Fees and Services” is incorporated herein by reference from our Proxy Statement.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
1. Financial Statements
See Index to Consolidated Financial Statements appearing on page F-1.
2. Financial Statement Schedules
All financial statement schedules called for under Regulation S‑X are omitted because either they are not required under the related instructions, are included in the consolidated financial statements or notes thereto included elsewhere in this Annual Report on Form 10‑K, or are not material.
3. Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed/furnished or incorporated by reference as part of this Annual Report on Form 10-K.
Index to Exhibits
The information required by this Item is set forth on the exhibit index below.
Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
2. 1
Purchase Agreement, dated November 8, 2021, by and among The ADT Security Corporation, Compass Solar Group, LLC, MGG SPV VIII LLC, MGG SPV VII LLC, Compass Group Management, LLC, the Company Members party thereto, the Blocker Members party thereto, and ADT Inc.
10-K 2.2 3/1/2022
3.1
Amended and Restated Certificate of Incorporation of ADT Inc.
10-Q 3.1 7/24/2025
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ADT Inc.
10-Q 3.1 8/1/2024
3.3
Amended and Restated Bylaws of ADT Inc.
8-K 3.1 9/18/2023
4.1
Indenture, dated as of July 5, 2012, by and between The ADT Corporation and Wells Fargo Bank, National Association
S-1 4.1 12/21/2017
4.2
Third Supplemental Indenture, dated as of July 5, 2012, by and among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association
S-1 4.4 12/21/2017
4 . 3
Sixth Supplemental Indenture, dated as of April 8, 2016, under 2012 Base Indenture, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association
S-1 4.7 12/21/2017
4. 4
Seventh Supplemental Indenture, dated as of April 22, 2016, under 2012 Base Indenture, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association
S-1 4.8 12/21/2017
4. 5
Eighth Supplemental Indenture, dated as of May 2, 2016, under 2012 Base Indenture, by and among Prime Finance, Inc., The ADT Corporation and the Wells Fargo Bank, National Association
S-1 4.9 12/21/2017
4. 6
Fifteenth Supplemental Indenture, dated as of November 14, 2019, under 2012 Base Indenture, by and among The ADT Security Corporation, I-View Now LLC and Wells Fargo Bank, National Association
10-K 4.16 3/10/2020
4. 7
Indenture, dated as of May 2, 2016, by and between Prime Security One MS, Inc. and the Wells Fargo Bank, National Association
S-1 4.14 12/21/2017
4. 8
First Supplemental Indenture, dated as of May 2, 2016, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association
S-1 4.15 12/21/2017
4. 9
Second Supplemental Indenture, dated as of August 9, 2016, by and between The ADT Corporation, the Notes Guarantors and Wells Fargo Bank, National Association
S-1 4.18 12/21/2017
4. 10
Ninth Supplemental Indenture, dated as of November 14, 2019, by and among The ADT Security Corporation, I-View Now LLC and Wells Fargo Bank, National Association
10-K 4.37 3/10/2020
4.1 1
Indenture, dated as of April 4, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto from time to time, and Wells Fargo Bank, National Association, as trustee, relating to the $750 million aggregate principal amount of 5.750% first-priority senior secured notes due 2026.
8-K 4.2 4/4/2019
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Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
4.1 2
First Supplemental Indenture, dated as of September 23, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, relating to the $600 million aggregate principal amount of 5.750% first-priority senior secured notes due 2026
8-K 4.1 9/24/2019
4. 1 3
Second Supplemental Indenture, dated as of November 14, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., I-View Now LLC and Wells Fargo Bank, National Association
10-K 4.53 3/10/2020
4. 1 4
Indenture, dated as of January 28, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee, relating to the $1,300 million aggregate principal amount of 6.250% Second-Priority Senior Secured Notes due 2028
8-K 4.1 1/28/2020
4. 1 5
Indenture, dated as of August 20, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party hereto from time to time, and Wells Fargo Bank, National Association, as trustee, relating to $1,000 million aggregate principal amount of 3.375% first-priority senior secured notes due 2027
8-K 4.1 8/20/2020
4. 1 6
First-Priority Senior Secured Notes Indenture, dated as of July 29, 2021, by and among The ADT Security Corporation, Prime Security Services Borrower, LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent
8-K 4.1 7/29/2021
4. 1 7
Seventeenth Supplemental Indenture, dated as of January 7, 2022, under 2012 Base Indenture, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.1 5/6/2022
4. 18
Eighteenth Supplemental Indenture, dated as of April 28, 2022, under 2012 Base Indenture, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.2 5/6/2022
4. 19
Eleventh Supplemental Indenture, dated as of January 7, 2022, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.3 5/6/2022
4. 2 0
Twelfth Supplemental Indenture, dated as of April 28, 2022, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.4 5/6/2022
4.2 1
Third Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.5 5/6/2022
4.2 2
Fourth Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.6 5/6/2022
4. 2 3
Fourth Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.7 5/6/2022
4. 2 4
Fifth Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.8 5/6/2022
4. 2 5
First Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.9 5/6/2022
4. 2 6
Second Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.10 5/6/2022
4. 2 7
Second Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.11 5/6/2022
4. 2 8
Third Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.12 5/6/2022
4. 29
First Supplemental Indenture, dated as of January 7, 2022, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association
10-Q 4.13 5/6/2022
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Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
4.3 0
Second Supplemental Indenture, dated as of April 28, 2022, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association
10-Q 4.14 5/6/2022
4.3 1
First-Priority Senior Secured Notes Indenture, dated as of October 15, 2025, by and among The ADT Security Corporation, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee.
8-K 4.1 10/15/2025
4. 3 2
Description of Securities
10-K 4.24 3/1/2022
10.1
Subsidiary Guarantee Agreement (First Lien), dated July 1, 2015, among the Subsidiaries of Prime Security Services Borrower, LLC named therein and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent
S-1 10.2 12/21/2017
10.2
Supplement No. 1, dated as of May 2, 2016, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Securities Services Borrower, LLC and Barclays Bank PLC, as Collateral Agent
S-1 10.6 12/21/2017
10. 3
Supplement No. 3, dated as of January 22, 2018, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent
10-K 10.56 3/11/2019
10. 4
Supplement No. 8, dated as of March 11, 2019, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent
10-Q 10.13 5/7/2019
10. 5
Supplement No. 11, dated as of January 7, 2022, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent
10-Q 10.4 5/6/2022
10. 6
Supplement No. 12, dated as of April 28, 2022, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent
10-Q 10.5 5/6/2022
10. 7
Holdings Guarantee and Pledge Agreement (First Lien), dated and effective as of July 1, 2015, between Prime Security Services Holdings, LLC, as Holdings, and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent
S-1 10.4 12/21/2017
10. 8
Collateral Agreement (First Lien), dated as of July 1, 2015 among Prime Security Services Borrower, LLC, each Subsidiary of Prime Security Services Borrower, LLC from time to time identified therein as a party and Barclays Bank PLC, as collateral agent
S-1 10.5 12/21/2017
10. 9
Collateral Agreement (Second Lien), dated as of January 28, 2020, among Prime Security Services Borrower LLC, as Issuer, Prime Finance, Inc., as Co-Issuer, each Subsidiary Guarantor party thereto and Wells Fargo Bank, National Association, as Collateral Agent
8-K 10.1 1/28/2020
10.1 0
First Lien/First Lien Intercreditor Agreement, dated as of May 2, 2016 among Barclays Bank PLC, as Collateral Agent, Barclays Bank PLC, as Authorized Representative under the Credit Agreement, Wells Fargo Bank, National Association, as the Initial Other Authorized Representative, and each additional Authorized Representative from time to time party hereto relating to Prime Security Services Borrower, LLC
S-1 10.8 12/21/2017
10.1 1
First Lien/Second Lien Intercreditor Agreement, dated as of July 1, 2015, between Credit Suisse AG, Cayman Islands Branch, as First Lien Facility Agent and Applicable First Lien Agent, and Credit Suisse AG, Cayman Islands Branch, as Second Lien Facility Agent and Applicable Second Lien Agent relating to Prime Security Services Borrower, LLC
S-1 10.9 12/21/2017
10.1 2
Receivables Purchase Agreement, dated as of March 5, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent
10-K 10.21 3/10/2020
10.1 3
Agreement of Amendment to Receivables Purchase Agreement, dated as of April 17, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent
10-Q 10.22 5/7/2020
10.1 4
Second Agreement of Amendment to Receivables Purchase Agreement, dated September 17, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent
10-Q 10.23 11/5/2020
10. 15
Third Agreement of Amendment to Receivables Purchase Agreement, dated January 29, 2021, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent
10-K 10.25 2/25/2021
10. 16
Fourth Agreement of Amendment to Receivables Purchase Agreement, dated March 5, 2021, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent
10-Q 10.26 5/5/2021
10. 17
Receivables Sale and Contribution Agreement, dated as of April 17, 2020, between ADT LLC, as Originator and Servicer and ADT Finance Inc., as Buyer
10-Q 10.23 5/7/2020
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Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
10. 18 ^
Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, Ltd., dated as of July 16, 2021
8-K 10.1 7/19/2021
10. 19 ^
First Amendment and Joinder to the Receivables Financing Agreement and the Receivables Sale and Contribution Agreement, among ADT LLC, ADT Finance LLC, Mizuho Bank, Ltd., MUFG Bank, Ltd., BNP Paribas, and Starbird Funding Corporation, dated as of October 29, 2021
8-K 10.1 10/29/2021
10.2 0
Second Amendment to the Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, LTD., dated as of December 10, 2021
10-K 10.24 3/1/2022
10.2 1
Bank Rate Amendment to the Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, Ltd., dated as of April 20, 2022
10-Q 10.3 5/6/2022
10.2 2
Third Amendment dated as of May 20, 2022, to Receivables Financing Agreement, among ADT LLC, ADT Finance LLC, and Mizuho Bank, Ltd., dated as of July 16, 2021
10-Q 10.3 8/4/2022
10.2 3
Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Tyco International Ltd. and The ADT Corporation
S-1 10.19 12/21/2017
10.2 4
Patent Agreement, dated as of September 26, 2012, by and between Tyco International Ltd. and The ADT Corporation
S-1 10.20 12/21/2017
10. 2 5
Separation and Distribution Agreement, dated September 26, 2012 by and among Tyco International Ltd., Tyco International Finance S.A., The ADT Corporation and ADT LLC
S-1 10.21 12/21/2017
10. 26
ADT LLC Supplemental Savings and Retirement Plan, effective as of April 1, 2017
S-1 10.22 12/21/2017
10. 2 7
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 18, 2017
10-K 10.31 2/25/2021
10. 28
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 24, 2018
10-K 10.32 2/25/2021
10. 29
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 31, 2018
10-K 10.33 2/25/2021
10.3 0
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of February 8, 2019
10-K 10.34 2/25/2021
10.3 1
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of July 29, 2019
10-K 10.35 2/25/2021
10.3 2
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 15, 2021
10-Q 10.4 8/4/2022
10.3 3
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of January 1, 2022
10-Q 10.13 11/3/2022
10.3 4
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of February 22, 2023
10-K 10.40 2/28/2023
10. 35 *
Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of September 27, 2023
10. 36
Amended and Restated Stockholders Agreement, dated as of December 14, 2018, by and between the ADT Inc. and Prime Security Services TopCo Parent, L.P.
10-K 10.34 3/1/2022
10. 37
Registration Rights Agreement by and between the ADT Inc. and Prime Securities Services TopCo, LP
10-K 10.24 3/15/2018
10. 38
Amendment to the Registration Rights Agreement between ADT Inc. and Prime Security Services TopCo Parent, L.P.
10-Q 10.10 8/9/2018
10. 39
Securities Purchase Agreement, dated as of July 31, 2020, by and between ADT Inc. and Google LLC
8-K 10.1 8/3/2020
10.4 0
Investor Rights Agreement, dated as of September 17, 2020, by and between ADT Inc. and Google LLC
8-K 10.1 9/17/2020
10.4 1
Amendment No. 1 to Investor Rights Agreement, dated as of September 5, 2022, by and between ADT Inc. and Google LLC
10-K 10.46 2/28/2024
10.4 2
Amendment No. 2 to Investor Rights Agreement, dated as of December 29, 2023, by and between ADT Inc. and Google LLC
10-K 10.47 2/28/2024
10.4 3 +
Amended and Restated Employment Agreement, dated December 19, 2017, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Donald Young
S-1 10.25 12/21/2017
10.4 4 +
Amendment to Amended and Restated Employment Agreement, dated May 3, 2019, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Donald Young
10-Q 10.27 5/7/2019
10. 45 +
Amended and Restated Employment Agreement, dated December 19, 2017, between ADT LLC, (together with any of its subsidiaries and Affiliates) and Jeffrey Likosar
S-1 10.31 12/21/2017
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Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
10. 46 +
Employment Offer Letter, dated February 1, 2019, between ADT LLC (with its Affiliates and Successors) and David Smail
10-K 10.51 2/28/2023
10. 47 +
ADT Inc. 2018 Omnibus Incentive Plan
S-1 10.32 12/21/2017
10. 48 +
First Amendment to ADT Inc. 2018 Omnibus Incentive Plan dated April 25, 2019
10-Q 10.33 8/6/2019
10. 49 +
Second Amendment to ADT Inc. 2018 Omnibus Incentive Plan, dated May 22, 2024
10-Q
10.5 8/1/2024
10.5 0 +
Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
S-1 10.33 12/21/2017
10.5 1 +
Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
S-1 10.34 12/21/2017
10.5 2 +
Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption)
S-1/A 10.35 1/8/2018
10.5 3 +
Form of Amendment to Non-Qualified Award Agreement for use under ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption)
10-Q 10.37 8/6/2019
10.5 4 +
Form of Common Stock Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
S-1/A 10.36 1/8/2018
10. 55 +
ADT Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Non-Employee Director Award Agreement
10-Q 10.9 8/9/2018
10. 56 +
Form of Restricted Stock Unit Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10-Q 10.47 5/7/2020
10. 57 +
Form of Non-Qualified Option Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10-Q 10.48 5/7/2020
10. 58 +
Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of January 1, 2022
10-Q 10.5 11/9/2021
10. 59 +
Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of January 1, 2022
10-Q 10.6 11/9/2021
10.6 0 +
Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of August 1, 2022
SC TO-I (d)(34) 9/12/2022
10.6 1 +
Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of August 1, 2022
SC TO-I (d)(35) 9/12/2022
10.62+
Form of Restricted Stock Unit Inducement Award Agreement
S-8
4.1
2/27/2026
10.6 3 +
Second Amended & Restated Employment Agreement with James D. DeVries
10-Q 10.12 11/8/2018
10.6 4 +
Amendment to Second Amended & Restated Employment Agreement of James D. DeVries
8-K 10.2 12/3/2018
10.6 5 +
ADT Inc. Annual Incentive Plan
8-K 10.1 7/29/2021
10 . 6 6
Investor Rights Agreement, dated December 8, 2021, by and among ADT Inc. and the Holders party thereto
10-K 10.63 3/1/2022
10. 6 7
Support Agreement, dated as of September 5, 2022, by and between ADT Inc. and Google LLC
8-K 10.3 9/6/2022
10. 6 8
Form of Performance Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
SC TO-I (d)(20) 9/12/2022
10. 6 9 +
Form of Time and Performance Vesting Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
SC TO-I (d)(21) 9/12/2022
10. 70 +
Form of Time and Performance Vesting Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
SC TO-I (d)(22) 9/12/2022
10.7 1 +
Form of Non-Qualified Option Award Agreement for use under the Prime Security Services Parent, Inc. 2016 Equity Incentive Plan
SC TO-I (d)(24) 9/12/2022
10.7 2 +
Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan, effective as of March 8, 2024
10-Q 10.2 4/25/2024
10.7 3 +
Form of Indemnification Agreement by and between the Company and each of its Directors and Executive Officers
10-Q 10.3 10/24/2024
10. 7 4
Investor Rights Agreement, dated as of October 13, 2022, by and between ADT Inc. and State Farm Fire & Casualty Company
8-K 10.1 10/13/2022
10. 7 5 +
Amended and Restated Management Investor Rights Agreement, dated as of January 23, 2018, by and among ADT Inc., Prime Security Services TopCo Parent and the Holders party thereto
10-K 10.39 3/15/2018
10. 7 6 +
Amendment No.1 to Amended and Restated Management Investor Rights Agreement, dated as of December 9, 2022, by and among ADT Inc., Prime Security Services TopCo Parent and the Holders party thereto
8-K 10.1 12/15/2022
78
Table of Contents
Exhibit
Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
10. 7 7 +^
Amendment No.2 to Amended and Restated Management Investor Rights Agreement, dated as of August 1, 2024, by and among ADT Inc., Prime Security Services TopCo Parent and the Holders party thereto
10-Q 10.6 8/1/2024
1 0. 7 8
Fourth Amendment to the Receivables Financing Agreement, among ADT Finance LLC, Mizuho Bank, Ltd., ADT LLC, MUFG Bank, Ltd., Starbird Funding Corporation, and BNP Paribas, dated as of March 29, 2023
8-K 10.1 3/30/2023
10 . 7 9
Sixth Amendment to the Receivables Financing Agreement, among ADT Finance LLC, Mizuho Bank, Ltd., ADT LLC, MUFG Bank, Ltd., Starbird Funding Corporation, and BNP Paribas, dated as of April 10, 2024 .
8-K 10.1 4/12/2024
10 . 80
Seventh Amendment to the Receivables Financing Agreement, among ADT Finance LLC, Mizuho Bank, Ltd., ADT LLC, MUFG Bank, Ltd., Starbird Funding Corporation, and BNP Paribas, dated as of March 27, 2025.
8-K 10.1 4/2/2025
10. 8 1 +
Retirement and Consulting Agreement, dated March 6, 2025 by and between The ADT Security Corporation (together with its subsidiaries, affiliates and successors) and Donald Young.
10-Q 10.3 4/24/2025
10. 8 2 +
Employment Offer Letter, dated September 12, 2023 between ADT LLC (together with its affiliates and successors) and David Scott.
10-Q 10.5 4/24/2025
10. 8 3 +
Employment Offer Letter, dated March 18, 2025 between ADT LLC (together with its affiliates and successors) and Fawad Ahmad.
10-Q 10.5 7/24/2025
10 . 8 4
Incremental Assumption and Amendment Agreement No. 21, dated as of October 24, 2025, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, the subsidiary loan parties party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent.
8-K 10.1 10/28/2025
10 . 8 5
Term Loan Credit Agreement, dated as of October 28, 2025, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent.
8-K 10.2 10/28/2025
10. 8 6 +*
Employment Offer Letter, dated March 3, 2025 between ADT LLC (together with its affiliates and successors) and Omar Khan.
1 9
ADT Inc. Insider Trading Policy
10-K 19.1 2/27/2025
21*
Subsidiaries of ADT Inc.
23*
Consent of Independent Registered Public Accounting Firm
31.1*
Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
31.2*
Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a)
32.1**
Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Policy Relating to Incentive Compensation Clawback
10-K 97.1 2/28/2024
101 XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
^ Confidential treatment requested. Confidential portions of this exhibit have been removed.
* Filed herewith.
** Furnished herewith.
+ Management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY.
None.
79
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADT Inc.
Date: March 2, 2026 By: /s/ James D. DeVries
Name: James D. DeVries
Title: Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 2, 2026.
Name Title
/s/ James D. DeVries Chairman, President and Chief Executive Officer
(Principal Executive Officer)
James D. DeVries
/s/ Jeffrey Likosar President, Corporate Development and Transformation, and Chief Financial Officer
(Principal Financial Officer)
Jeffrey Likosar
/s/ Steven Burzo Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Steven Burzo
/s/ Nicole Bonsignore Director
Nicole Bonsignore
/s/ Thomas M. Gartland Director
Thomas M. Gartland
/s/ Tracey R. Griffin Director
Tracey R. Griffin
/s/ Benjamin Honig Director
Benjamin Honig
/s/ Daniel Houston Director
Daniel Houston
/s/ Reed B. Rayman Director
Reed B. Rayman
/s/ Paul J. Smith Director
Paul J. Smith
/s/ Danielle Tiedt Director
Danielle Tiedt
/s/ Matthew E. Winter Director
Matthew E. Winter
/s/ Suzanne Yoon Director
Suzanne Yoon
/s/ Sigal Zarmi Director
Sigal Zarmi
80
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
F- 2
Consolidated Balance Sheets
F- 4
Consolidated Statements of Operations
F- 5
Consolidated Statements of Comprehensive Income (Loss)
F- 6
Consolidated Statements of Stockholders’ Equity
F- 7
Consolidated Statements of Cash Flows
F- 8
Notes to Consolidated Financial Statements
F-9
1. Description of Business and Summary of Significant Accounting Policies
F- 9
2. Revenue and Receivables
F- 16
3. Segment Information
F- 19
4. Divestitures
F-20
5. Equity Method Investments
F- 24
6. Goodwill and Other Intangible Assets
F- 24
7. Debt
F- 28
8. Derivative Financial Instruments
F- 35
9. Income Taxes
F- 37
10. Equity
F- 41
11. Share-Based Compensation
F- 44
12. Earnings per Share
F- 48
13. Commitments and Contingencies
F- 49
14. Leases
F- 50
15. Retirement Plans
F- 53
16. Related Party Transactions
F- 53
17. Condensed Financial Information of Registrant
F- 56
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of ADT Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of ADT Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Table of Contents
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Customer Owned Transactions
As described in Note 2 to the consolidated financial statements, the Company’s customer owned transactions include installation revenue of $416 million and a portion of recurring monthly revenue of $4.2 billion for the year ended December 31, 2025. In transactions involving security systems sold outright to the customer, the Company’s performance obligations generally include the sale and installation of the security system, which is primarily recognized at a point in time based upon the nature of the transaction and contractual terms, and any monitoring and related services, which are recognized when these services are provided to the customer. Management allocates the transaction price to each performance obligation based on the relative standalone selling price, which is determined using observable internal and external pricing, profitability, and operational metrics.
The principal consideration for our determination that performing procedures relating to revenue recognition for customer owned transactions is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the customer owned transactions revenue recognition process. These procedures also included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as contracts, invoices, and subsequent cash receipts including testing the allocation of transaction price to the performance obligation based on relative standalone selling price, if applicable; (ii) testing a sample of selling price data used to determine the standalone selling price of the performance obligations; and (iii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, invoices, and subsequent cash receipts.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
March 2, 2026
We have served as the Company’s auditor since 2010.
F-3
Table of Contents
ADT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 80,817 $ 96,212
Restricted cash and restricted cash equivalents 27,723 107,853
Accounts receivable, net of allowance for credit losses of $ 63,841 and $ 57,795 , respectively
384,909 393,511
Inventories, net 201,778 196,731
Prepaid expenses and other current assets 250,325 210,613
Total current assets 945,552 1,004,920
Property and equipment, net 243,398 247,183
Subscriber system assets, net 2,790,879 2,981,161
Intangible assets, net 4,817,996 4,854,099
Goodwill 4,885,574 4,903,899
Deferred subscriber acquisition costs, net 1,451,841 1,324,376
Other assets 683,271 735,319
Total assets $ 15,818,511 $ 16,050,957
Liabilities and stockholders' equity
Current liabilities:
Current maturities of long-term debt $ 310,204 $ 195,791
Accounts payable 106,980 153,537
Deferred revenue 243,724 247,785
Accrued expenses and other current liabilities 336,723 634,904
Current liabilities of discontinued operations
15,317 31,763
Total current liabilities 1,012,948 1,263,780
Long-term debt 7,379,430 7,511,282
Deferred subscriber acquisition revenue 2,083,580 2,067,608
Deferred tax liabilities 1,267,329 1,167,213
Other liabilities 282,262 224,384
Noncurrent liabilities of discontinued operations
14,352 15,889
Total liabilities 12,039,901 12,250,156
Commitments and contingencies (See Note 13)
Stockholders' equity:
Preferred stock—authorized 1,000,000 shares of $ 0.01 par value; zero issued and outstanding as of December 31, 2025 and 2024
— —
Common stock—authorized 3,999,000,000 shares of $ 0.01 par value; issued and outstanding shares of 765,201,157 and 836,589,761 as of December 31, 2025 and 2024, respectively
7,652 8,366
Class B common stock—authorized 100,000,000 shares of $ 0.01 par value; issued and outstanding shares of 54,744,525 as of December 31, 2025 and 2024
547 547
Additional paid-in capital 6,679,222 7,117,098
Accumulated deficit ( 2,907,255 ) ( 3,318,174 )
Accumulated other comprehensive income (loss) ( 1,556 ) ( 7,036 )
Total stockholders' equity 3,778,610 3,800,801
Total liabilities and stockholders' equity $ 15,818,511 $ 16,050,957
See Notes to Consolidated Financial Statements
F-4
Table of Contents
ADT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended December 31,
2025 2024 2023
Revenue:
Monitoring and related services $ 4,354,087 $ 4,293,477 $ 4,178,998
Security installation, product, and other 774,520 604,969 473,826
Total revenue 5,128,607 4,898,446 4,652,824
Cost of revenue (exclusive of depreciation and amortization shown separately below) :
Monitoring and related services 642,270 617,386 604,368
Security installation, product, and other 340,702 229,728 147,314
Total cost of revenue 982,972 847,114 751,682
Selling, general, and administrative expenses 1,469,518 1,500,470 1,386,697
Depreciation and intangible asset amortization 1,367,216 1,342,798 1,335,484
Operating income (loss) 1,308,901 1,208,064 1,178,961
Interest expense, net
( 459,266 ) ( 441,031 ) ( 569,915 )
Other income (expense) ( 15,823 ) 48,137 ( 4,663 )
Income (loss) from continuing operations before income taxes 833,812 815,170 604,383
Income tax benefit (expense) ( 233,294 ) ( 195,780 ) ( 160,585 )
Income (loss) from continuing operations before equity in net earnings (losses) of equity method investee 600,518 619,390 443,798
Equity in net earnings (losses) of equity method investee — — 6,572
Income (loss) from continuing operations
600,518 619,390 450,370
Income (loss) from discontinued operations, net of tax
( 4,567 ) ( 118,337 ) 12,639
Net income (loss) $ 595,951 $ 501,053 $ 463,009
Common Stock:
Income (loss) from continuing operations per share - basic
$ 0.72 $ 0.69 $ 0.49
Income (loss) from continuing operations per share - diluted
$ 0.68 $ 0.66 $ 0.47
Net income (loss) per share - basic
$ 0.72 $ 0.56 $ 0.51
Net income (loss) per share - diluted
$ 0.67 $ 0.52 $ 0.48
Weighted-average shares outstanding - basic
777,822 846,521 856,843
Weighted-average shares outstanding - diluted
841,176 908,700 919,149
Class B Common Stock:
Income (loss) from continuing operations per share - basic
$ 0.72 $ 0.69 $ 0.49
Income (loss) from continuing operations per share - diluted
$ 0.68 $ 0.66 $ 0.47
Net income (loss) per share - basic
$ 0.72 $ 0.56 $ 0.51
Net income (loss) per share - diluted
$ 0.67 $ 0.52 $ 0.48
Weighted-average shares outstanding - basic
54,745 54,745 54,745
Weighted-average shares outstanding - diluted
54,745 54,745 54,745
See Notes to Consolidated Financial Statements
F-5
Table of Contents
ADT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Years Ended December 31,
2025 2024 2023
Net income (loss) $ 595,951 $ 501,053 $ 463,009
Other comprehensive income (loss), net of tax:
Cash flow hedges and other 5,478 9,126 31,038
Comprehensive income (loss) $ 601,429 $ 510,179 $ 494,047
See Notes to Consolidated Financial Statements
F-6
Table of Contents
ADT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Number of Common Shares Number of Class B Common Shares Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Balance as of December 31, 2022 862,098 54,745 $ 8,621 $ 547 $ 7,380,759 $ ( 3,949,579 ) $ ( 47,200 ) $ 3,393,148
Net income (loss) — — — — — 463,009 — 463,009
Other comprehensive income (loss), net of tax — — — — — — 31,038 31,038
Dividends — — — — — ( 129,025 ) — ( 129,025 )
Share-based compensation expense — — — — 51,137 — — 51,137
Transactions related to employee share-based compensation plans and other 5,334 — 53 — ( 18,591 ) ( 2,123 ) — ( 20,661 )
Balance as of December 31, 2023 867,432 54,745 $ 8,674 $ 547 $ 7,413,305 $ ( 3,617,718 ) $ ( 16,162 ) $ 3,788,646
Net income (loss) — — — — — 501,053 — 501,053
Other comprehensive income (loss), net of tax — — — — — — 9,126 9,126
Dividends — — — — — ( 199,398 ) — ( 199,398 )
Share-based compensation expense — — — — 48,613 — — 48,613
Repurchases of common stock (including excise tax) ( 36,000 ) — ( 360 ) — ( 346,576 ) — — ( 346,936 )
Transactions related to employee share-based compensation plans and other 5,158 — 52 — 1,756 ( 2,111 ) — ( 303 )
Balance as of December 31, 2024 836,590 54,745 $ 8,366 $ 547 $ 7,117,098 $ ( 3,318,174 ) $ ( 7,036 ) $ 3,800,801
Net income (loss) — — — — — 595,951 — 595,951
Other comprehensive income (loss), net of tax — — — — — — 5,478 5,478
Dividends — — — — — ( 183,269 ) — ( 183,269 )
Share-based compensation expense — — — — 54,553 — — 54,553
Repurchases of common stock (including excise tax) ( 78,200 ) — ( 782 ) — ( 505,342 ) — — ( 506,124 )
Transactions related to employee share-based compensation plans and other 6,811 — 68 — 12,913 ( 1,763 ) 2 11,220
Balance as of December 31, 2025 765,201 54,745 $ 7,652 $ 547 $ 6,679,222 $ ( 2,907,255 ) $ ( 1,556 ) $ 3,778,610
See Notes to Consolidated Financial Statements
F-7
Table of Contents
ADT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income (loss) $ 595,951 $ 501,053 $ 463,009
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and intangible asset amortization 1,367,234 1,344,696 1,388,671
Amortization of deferred subscriber acquisition costs 252,553 224,647 195,794
Amortization of deferred subscriber acquisition revenue ( 358,413 ) ( 346,209 ) ( 308,604 )
Share-based compensation expense 54,553 48,613 51,137
Deferred income taxes 141,654 139,583 125,235
Provision for losses on receivables and inventory 201,825 214,802 151,065
Loss on extinguishment of debt 18,850 4,802 16,621
Goodwill, intangible, and other asset impairments
15,129 24,313 528,556
(Gain) loss on sales of businesses — 9,557 ( 649,095 )
Unrealized (gain) loss on interest rate swap contracts 71,445 45,160 38,497
Other non-cash items, net 72,846 ( 34,089 ) 100,087
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, net ( 143,668 ) ( 146,134 ) ( 107,464 )
Long-term retail installment contracts 140,564 211,731 184,925
Other assets ( 40,578 ) ( 109,839 ) ( 29,144 )
Accounts payable ( 51,818 ) ( 109,330 ) ( 111,529 )
Accrued interest
( 115,130 ) ( 88,860 ) ( 128,042 )
Accrued and other liabilities ( 102,932 ) 40,944 ( 83,041 )
Deferred subscriber acquisition costs ( 380,529 ) ( 365,841 ) ( 386,518 )
Deferred subscriber acquisition revenue 224,783 252,274 289,534
Other, net ( 80,156 ) 23,026 ( 71,968 )
Net cash provided by (used in) operating activities 1,884,163 1,884,899 1,657,726
Cash flows from investing activities:
Dealer generated customer accounts and bulk account purchases ( 596,483 ) ( 585,809 ) ( 588,638 )
Subscriber system asset expenditures ( 395,986 ) ( 523,146 ) ( 630,535 )
Purchases of property and equipment ( 175,747 ) ( 163,805 ) ( 176,353 )
Proceeds (payments) from divestiture of businesses
50,557 ( 17,506 ) 1,609,347
Proceeds (payments) from interest rate swaps ( 2,363 ) ( 8,268 ) —
Other investing, net 2,248 3,106 28,672
Net cash provided by (used in) investing activities ( 1,117,774 ) ( 1,295,428 ) 242,493
Cash flows from financing activities:
Proceeds from long-term borrowings 2,952,072 1,068,907 867,178
Proceeds from receivables facility 269,010 228,569 281,647
Repurchases of common stock, including excise tax ( 606,767 ) ( 240,556 ) —
Repayment of long-term borrowings, including call premiums ( 3,012,376 ) ( 1,186,045 ) ( 2,961,798 )
Repayment of receivables facility ( 233,853 ) ( 256,672 ) ( 200,385 )
Dividends on common stock ( 186,774 ) ( 182,266 ) ( 128,587 )
Payments on finance leases ( 30,209 ) ( 29,023 ) ( 43,733 )
Proceeds (payments) from opportunity fund
( 77,876 ) ( 6,895 ) ( 8,746 )
Proceeds (payments) from interest rate swaps 66,900 93,040 82,750
Other financing, net ( 2,041 ) ( 4,415 ) ( 32,175 )
Net cash provided by (used in) financing activities
( 861,914 ) ( 515,356 ) ( 2,143,849 )
Cash and cash equivalents and restricted cash and restricted cash equivalents:
Net increase (decrease) during the period ( 95,525 ) 74,115 ( 243,630 )
Beginning balance 204,065 129,950 373,580
Ending balance $ 108,540 $ 204,065 $ 129,950
See Notes to Consolidated Financial Statements
F-8
Table of Contents
ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
ADT Inc., together with its wholly-owned subsidiaries (collectively, “ADT” or the “Company”), is a leading provider of security, interactive, and smart home solutions serving consumer and small business customers in the United States (“U.S.”). The Company primarily conducts business under the ADT brand name.
The Company’s common stock, par value of $ 0.01 per share (“Common Stock”), trades on the New York Stock Exchange under the symbol “ADT” since its initial public offering (“IPO”) in January 2018.
ADT Inc. was incorporated in the State of Delaware in May 2015 as a holding company with no assets or liabilities. In July 2015, the Company acquired Protection One, Inc. and ASG Intermediate Holding Corp. (collectively, the “Formation Transactions”), which were instrumental in the commencement of the Company’s operations. In May 2016, the Company acquired The ADT Security Corporation (formerly named The ADT Corporation) (“The ADT Corporation”) (the “ADT Acquisition”). On October 2, 2023, the Company divested its Commercial Business (as defined and discussed below); and as of June 30, 2024, substantially all operations of the Solar Business (as defined and discussed below) had ceased.
Prior to March 11, 2024, the Company was majority-owned by Prime Security Services TopCo (ML), L.P., which is majority-owned by Prime Security Services TopCo Parent, L.P. (“Ultimate Parent”). Ultimate Parent is majority-owned by Apollo Investment Fund VIII, L.P. and its related funds that are directly or indirectly managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo”). Following a registered secondary offering of the Company’s Common Stock by certain Apollo affiliates (and the Company’s concurrent repurchase from the underwriters of 15 million shares of Common Stock that were the subject of the offering), including the exercise of the underwriters’ overallotment option, the Company ceased to be a “controlled company” under the New York Stock Exchange (the “NYSE”) rules.
Refer to Note 16 “Related Party Transactions” for more information regarding Apollo’s registered secondary offerings of the Company’s Common Stock (collectively, the “Offerings”).
Subsequent Event - Origin Wireless, Inc. (“Origin AI”) Acquisition
On February 20, 2026, ADT acquired Origin AI , a provider of AI‑enabled presence detection and ambient sensing technology (the “Origin AI Acquisition”). Origin AI’s technology uses artificial intelligence and radio frequency signals to detect and classify human presence and activity within the home without the use of cameras, audio, or wearable devices. This technology is expected to enhance our ability to deliver improved alarm verification, reduce false alarms, and support new intelligent security and smart home use cases over time. The purchase price for the Origin AI Acquisition was $ 170 million in cash, subject to customary purchase price adjustments. Origin AI is now an indirect wholly owned subsidiary of ADT.
The Company will account for the Origin AI Acquisition under the acquisition method of accounting and is currently evaluating the fair values of assets acquired and liabilities assumed.
Basis of Presentation
The consolidated financial statements have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The financial statements included herein are comprised of the consolidated results of ADT Inc. and its wholly-owned subsidiaries for which all intercompany transactions have been eliminated. The Company used the equity method of accounting to account for an investment in which it had the ability to exercise significant influence but did not control. This investment was disposed of during 2023.
Certain prior period amounts have been reclassified to conform with the current period presentation. Beginning in the first quarter of 2025, amounts previously disclosed under the caption merger, restructuring, integration, and other are presented within selling, general, and administrative expenses (“SG&A”) in the Consolidated Statements of Operations as they are no longer material for the periods presented .
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Use of Estimates
The preparation of these consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions.
Segment Information
The Company evaluates and reports information based on the manner in which the chief operating decision maker (“CODM”) evaluates performance and allocates resources. The CODM manages the business on a consolidated basis, and as such, the Company reports results in a single operating and reportable segment.
Refer to Note 3 “Segment Information.”
Discontinued Operations
The Company’s exit in 2024 from the residential solar business (the “Solar Business”) (the “ADT Solar Exit”) and the sale in 2023 of its commercial business (the “Commercial Business”) (the “Commercial Divestiture”) represented strategic shifts that had major effects on the Company’s operations and financial results. As applicable, the results of operations and financial position of these businesses are classified as discontinued operations in the Company’s Consolidated Statements of Operations and the Company’s Consolidated Balance Sheet, respectively. The Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income (Loss) present both continuing and discontinued operations, as applicable.
Refer to Note 4 “Divestitures.”
Unless otherwise noted, the following Notes to Consolidated Financial Statements refer to the Company’s continuing operations only.
Accounting Standards Updates (“ASU”)
Recently Adopted
Improvements to Income Tax Disclosures - ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. In addition, the update includes certain other amendments to improve the effectiveness of income tax disclosures.
The Company adopted this guidance prospectively, effective January 1, 2025. The adoption of the new guidance did not have a material impact on its consolidated financial statements. Refer to Note 9 “Income Taxes” for expanded disclosures related to effective tax rate and income taxes paid.
Derivatives and Hedging (Topic 815) - ASU 2025-09, Hedge Accounting Improvements: Derivatives and Hedging, which provides targeted updates intended to simplify and improve the application of the hedge accounting.
This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods with early adoption permitted. The Company early adopted this guidance upon issuance in the fourth quarter of 2025. The adoption did not currently impact the Company’s consolidated financial statements or related disclosures. Refer to Note 7 “Debt” and Note 8 “Derivative Financial Instruments.”
Recently Issued
Interim Reporting - ASU 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting is intended to improve navigability of the required interim disclosures and clarify when the guidance is applicable. The amendments also include additional guidance on what disclosures should be provided in interim reporting periods. The amendment adds to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.
This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this guidance on its disclosures.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Targeted Improvements to the Accounting for Internal-Use Software - ASU 2025-06, Intangibles — Goodwill and Other (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , removes all references to prescriptive and sequential software development stages, requiring an entity to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended, as well as other evaluation and disclosure updates.
This guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period.
The amendments in this ASU permit an entity to apply the new guidance using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, and a retrospective transition approach. The Company is currently evaluating the impact of this guidance on its financial statements and disclosures.
Measurement of Credit Losses for Accounts Receivable and Contract Assets - ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, provides entities a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets, permitting the use of current conditions as of the balance sheet date when developing related forecasts and assumptions.
This guidance will be adopted effective January 1, 2026, and will be applied prospectively. The adoption of the new guidance is not expected to have a material impact on its consolidated financial statements.
Disaggregation of Income Statement Expenses - ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requires additional disclosure in the footnotes at each interim and annual reporting period about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as additional disclosures that also include information related to selling expenses.
The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and disclosures.
Disclosure Improvements - ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, represents changes to clarify or improve disclosure and presentation requirements of a variety of topics.
The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is monitoring the potential impact of this guidance on its financial statements and disclosures.
Significant Accounting Policies
Information on select accounting policies and methods not discussed below are included in the respective footnotes that follow.
Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents
All highly liquid investments with original maturities of three months or less from the time of purchase are considered to be cash equivalents. Restricted cash and restricted cash equivalents are restricted for a specific purpose and cannot be included in the general cash and cash equivalents account.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table reconciles the amounts below reported in the Consolidated Balance Sheets to the total of the same such amounts shown in the Consolidated Statements of Cash Flows:
Years Ended December 31,
(in thousands) 2025 2024 2023
Cash and cash equivalents $ 80,817 $ 96,212 $ 14,621
Restricted cash and restricted cash equivalents (1)
27,723 107,853 115,329
Ending balance $ 108,540 $ 204,065 $ 129,950
___________________
(1) For 2 024 and 2023, restricted cash and restricted cash equivalents primarily included funds received from State Farm Fire & Casualty Company (“State Farm”) (the “Opportunity Fund”), net of payments and inclusive of interest earned, in connection with the State Farm Development Agreement (as defined and discussed in Note 10 “Equity” and Note 16 “Related Party Transactions”). Use of the funds was restricted and agreed to by State Farm and the Company in accordance with the State Farm Development Agreement. In October 2025, the Company repaid to State Farm $ 78 million of the Opportunity Fund in connection with the expiration of the State Farm Development Agreement.
The remaining amount of restricted cash relates to the Company’s uncommitted receivables securitization financing agreement (the “2020 Receivables Facility”) (refer to Note 7 “Debt”).
Supplementary Cash Flow Information
The following table summarizes supplementary cash flow information and material non-cash investing and financing transactions, excluding leases (refer to Note 14 “Leases”):
Years Ended December 31,
(in thousands) 2025 2024 2023
Interest paid, net of interest income received (1)
$ 409,415 $ 372,036 $ 522,775
Payments (refunds) on income taxes, net (2)
$ 142,168 $ 21,700 $ 60,296
Forward share repurchase contract (3)
$ — $ 104,175 $ —
___________________
(1) Includes interest on finance leases (refer to Note 14 “Leases”) and interest rate swaps (refer to Note 8 “Derivative Financial Instruments”).
(2) Refer to Note 9 “Income Taxes” for disclosures on income taxes paid as a result of the adoption of ASU 2023-09, which the Company adopted on a prospective basis.
(3) In December 2024, the Company entered into an agreement with a non-affiliate individual to repurchase 15 million shares of Common Stock at a price per share of $ 6.95 , which settled in January 2025 (refer to Note 10 “Equity”). The Company recorded a liability and a reduction to additional paid-in capital as of December 31, 2024.
During 2024, proceeds and repayments of long-term borrowings on the Consolidated Statements of Cash Flows include the impact of $ 704 million from amendments to the Company’s First Lien Credit Agreement (as defined and discussed in Note 7 “Debt”) and $ 32 million from amendments to the 2020 Receivables Facility.
During 2023, proceeds and repayments of long-term borrowings on the Consolidated Statements of Cash Flows include the impact of $ 230 million from the refinancing of the First Lien Term Loan B due 2026 with the First Lien Term Loan B due 2030 (as defined and discussed in Note 7 “Debt”).
Prepaid Expenses and Other Current Assets
December 31,
(in thousands) 2025 2024
Prepaid expenses $ 52,992 $ 53,036
Contract assets (see Note 2 “Revenue and Receivables”)
28,758 19,164
Fair value of interest rate swaps (see Note 8 “Derivative Financial Instruments”)
38,264 56,164
Tax receivables
73,201 15,962
Other current assets 57,110 66,287
Prepaid expenses and other current assets $ 250,325 $ 210,613
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventories, net
Inventories, net includes finished goods and work-in-progress.
Finished goods are primarily comprised of components and parts for the Company’s security systems. The Company records inventory at the lower of cost and net realizable value. Finished goods are presented net of an obsolescence reserve.
Work-in-progress is primarily comprised of certain costs incurred for installations of security system equipment sold outright to customers that have not been completed as of the balance sheet date. Work-in-progress is not material.
Property and Equipment, net
Property and equipment, net, is recorded at historical cost less accumulated depreciation, which is calculated using the straight-line method over the estimated useful lives of the related assets. Depreciation expense is reflected in depreciation and intangible asset amortization. Repairs and maintenance expenditures are expensed when incurred.
Useful Lives:
Buildings and related improvements Up to 40 years
Leasehold improvements Lesser of remaining term of the lease or economic useful life
Capitalized software 3 to 10 years
Machinery, equipment, and other Up to 10 years
Net Carrying Amount:
December 31,
(in thousands) 2025 2024
Land $ 9,181 $ 9,773
Buildings and leasehold improvements 99,992 97,263
Capitalized software (1)
454,209 574,644
Machinery, equipment, and other (2)
123,961 162,631
Construction in progress 31,734 22,106
Finance leases 128,032 127,956
Accumulated depreciation ( 603,711 ) ( 747,190 )
Property and equipment, net $ 243,398 $ 247,183
_______________
(1) During 2025 includes approximately $ 266 million of retirements.
(2) During 2025 includes approximately $ 46 million of retirements.
Depreciation Expense:
Years Ended December 31,
(in thousands) 2025 2024 2023
Depreciation expense $ 185,989 $ 174,850 $ 176,407
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subscriber System Assets, net and Deferred Subscriber Acquisition Costs, net
Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system, which the Company may retrieve upon termination of the contract with the customer. Subscriber system assets are reflected in the Consolidated Balance Sheets as follows:
December 31,
(in thousands) 2025 2024
Gross carrying amount $ 7,145,662 $ 6,878,490
Accumulated depreciation ( 4,354,783 ) ( 3,897,329 )
Subscriber system assets, net $ 2,790,879 $ 2,981,161
Deferred subscriber acquisition costs represent selling expenses (primarily commissions) that are incremental to acquiring customers.
The Company records subscriber system assets and deferred subscriber acquisition costs in the Consolidated Balance Sheets as these assets represent probable future economic benefits for the Company through the generation of future monitoring and related services revenue.
Subscriber system assets and any related deferred subscriber acquisition costs are accounted for on a pooled basis based on the month and year of customer acquisition and the Company depreciates and amortizes these pooled costs using an accelerated method over the estimated life of the customer relationship, which is 15 years. In order to align the depreciation and amortization of these pooled costs to the pattern in which their economic benefits are consumed, the accelerated method utilizes an average declining balance rate of approximately 250 % and converts to straight-line methodology when the resulting charge is greater than that from the accelerated method, resulting in an average charge of approximately 55 % of the pool within the first five years, 25 % within the second five years, and 20 % within the final five years.
Depreciation of subscriber system assets and amortization of deferred subscriber acquisition costs are reflected in depreciation and intangible asset amortization and SG&A, respectively, as follows:
Years Ended December 31,
(in thousands) 2025 2024 2023
Depreciation of subscriber system assets $ 549,957 $ 557,226 $ 545,041
Amortization of deferred subscriber acquisition costs $ 252,553 $ 224,647 $ 188,222
Long-Lived Assets (excluding Goodwill and Indefinite-Lived Intangible Assets)
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identifiable. Recoverability is measured by a comparison of the carrying amount of the asset group to its expected future undiscounted cash flows. If the expected future undiscounted cash flows of the asset group are less than its carrying amount, an impairment loss is recognized based on the amount by which the carrying amount exceeds the fair value less costs to sell. The calculation of the fair value less costs to sell of an asset group is based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk.
There were no material long-lived asset impairments during the periods presented.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accrued Expenses and Other Current Liabilities
December 31,
(in thousands) 2025 2024
Accrued interest $ 56,523 $ 107,116
Payroll-related accruals 59,045 109,078
Opportunity Fund (see Note 10 “Equity”)
240 84,516
Accrued dividends 44,992 48,918
Forward share repurchase contract liability (see Note 10 “Equity”)
— 104,175
Other accrued liabilities 175,923 181,101
Accrued expenses and other current liabilities $ 336,723 $ 634,904
Advertising Costs
Advertising costs are recognized in SG&A expenses when incurred and were $ 98 million, $ 105 million, and $ 131 million during 2025, 2024, and 2023, respectively.
Included in advertising costs are certain joint marketing costs and reimbursements associated with the Google Success Funds (as defined and discussed in Note 13 “Commitments and Contingencies”).
Concentration of Credit Risks
The majority of the Company’s cash and cash equivalents and restricted cash and restricted cash equivalents are held at major financial institutions. There is a concentration of credit risk related to certain account balances in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000 per account. The Company regularly monitors the financial stability of these financial institutions and believes there is no exposure to any significant credit risk for its cash and cash equivalents and restricted cash and restricted cash equivalents. Concentration of credit risk associated with the majority of the Company’s receivables from customers is limited due to the significant size of the customer base.
Fair Value of Financial Instruments
The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash and restricted cash equivalents, accounts receivable, retail installment contract receivables (“RICs”), accounts payable, debt, and derivatives. Due to their short-term and/or liquid nature, the fair values of cash, restricted cash, accounts receivable, and accounts payable approximate their respective carrying amounts.
Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents - Included in cash and cash equivalents and restricted cash and restricted cash equivalents, as applicable from time to time, are investments in money market mutual funds. These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities.
Investments in money market mutual funds were $ 1 million and $ 90 million as of December 31, 2025 and December 31, 2024, respectively.
Retail Installment Contract Receivables, net - The fair values of the Company’s RICs are determined using a discounted cash flow model and are classified as Level 3 fair value measurements. Refer to Note 2 “Revenue and Receivables.”
December 31,
2025 2024
(in thousands) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Retail installment contract receivables, net $ 651,811 $ 513,325 $ 669,326 $ 495,259
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-Term Debt Instruments - The fair values of the Company’s long-term debt instruments are determined using broker-quoted market prices, which represent quoted prices for similar assets or liabilities as well as other observable market data, and are classified as Level 2 fair value measurements. The carrying amounts of debt outstanding, if any, under the Company’s first lien revolving credit facility (the “First Lien Revolving Credit Facility”) and the 2020 Receivables Facility approximate their fair values, as interest rates on these borrowings approximate current market rates. Refer to Note 7 “Debt.”
December 31,
2025 2024
(in thousands) Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Long-term debt instruments (1) (see Note 7 “Debt”)
$ 7,641,869 $ 7,746,284 $ 7,637,631 $ 7,589,677
________________
(1) Excludes finance leases.
Derivative Financial Instruments - Derivative financial instruments are reflected in the Consolidated Balance Sheet as either assets or liabilities at fair value that are primarily calculated using discounted cash flow models utilizing observable inputs, such as quoted forward interest rates, and incorporate credit risk adjustments to reflect the risk of default by the counterparty or the Company. The resulting fair values are classified as Level 2 fair value measurements.
Refer to Note 8 “Derivative Financial Instruments” for the fair values of the Company’s derivative financial instruments.
2. REVENUE AND RECEIVABLES
Revenue
The Company generates revenue from contractual monthly recurring fees received for monitoring and related services, as well as the sale and installation of security systems. The Company’s revenue-generating contracts are entered into primarily through its main operating entity and wholly-owned subsidiary, ADT LLC.
Revenue is recognized in the Consolidated Statements of Operations net of sales and other taxes. Amounts collected from customers for sales and other taxes are reported as a liability net of the related amounts remitted. When customers terminate a monitoring contract early, contract termination charges are assessed in accordance with the contract terms and are recognized in monitoring and related services revenue when collectability is probable.
Disaggregated Revenue
Years Ended December 31,
( in thousands )
2025 2024 2023
Sources of Revenue:
Recurring monthly revenue
$ 4,216,374 $ 4,177,428 $ 4,069,921
Other related services
137,713 116,049 109,077
Monitoring and related services
4,354,087 4,293,477 4,178,998
Amortization of deferred subscriber acquisition revenue
358,413 346,209 301,708
Installation revenue
416,107 258,760 172,118
Security installation, product, and other 774,520 604,969 473,826
Total revenue $ 5,128,607 $ 4,898,446 $ 4,652,824
The Company allocates the transaction price to each performance obligation based on the relative standalone selling price, which is determined using observable internal and external pricing, profitability, and operational metrics. The Company’s performance obligations generally include monitoring, related services (such as maintenance agreements), as well as the sale and installation of a security system in outright sales transactions or a material right in transactions in which the Company retains ownership of the security system.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Customer-Owned Transactions - In transactions involving security systems sold outright to the customer (referred to as outright sales ), the Company’s performance obligations generally include the sale and installation of the security system, which is primarily recognized at a point in time based upon the nature of the transaction and contractual terms, and any monitoring and related services, which are recognized when these services are provided to the customer.
Company-Owned Transactions - In transactions in which the Company provides monitoring and related services but retains ownership of the security system, the Company’s performance obligations primarily include (i) monitoring and related services, which are recognized when these services are provided to the customer, and (ii) a material right associated with the one-time non-refundable fees in connection with the initiation of a monitoring contract which the customer will not be required to pay again upon a renewal of the contract (referred to as deferred subscriber acquisition revenue).
Deferred subscriber acquisition revenue is amortized on a pooled basis over the estimated life of the customer relationship using an accelerated method consistent with the treatment of subscriber system assets and deferred subscriber acquisition costs.
Remaining Performance Obligations
As of December 31, 2025, the Company’s total remaining unsatisfied performance obligation relating to the provision of monitoring and related services is as follows (in thousands) :
0-12 Months
13-24 Months
25-36 Months
Thereafter Total
$ 1,898,084 $ 1,045,811 $ 497,642 $ 239,784 $ 3,681,321
Deferred Revenue
Deferred revenue represents customer billings for services not yet rendered and is primarily related to recurring monitoring and related services. In addition, payments received for the sale and installation of a system after the agreement is signed but before performance obligations are satisfied are recorded as deferred revenue.
These amounts are recorded as current deferred revenue, as the Company expects to satisfy any remaining performance obligations, as well as recognize the related revenue, within the next twelve months when performance obligations are satisfied.
Accounts Receivable
Accounts receivable represent unconditional rights to consideration from customers in the ordinary course of business and are generally due in one year or less. The Company’s accounts receivable are recorded at amortized cost less an allowance for credit losses not expected to be recovered. The allowance for credit losses is recognized at inception and reassessed each reporting period.
The Company evaluates its allowance for credit losses on accounts receivable in pools based on customer type. The allowance for credit losses primarily relates to residential customers. For each customer pool, the allowance for credit losses is estimated based on the delinquency status of the underlying receivables and the related historical loss experience, as adjusted for current and expected future conditions, if applicable.
Changes in the Allowance for Credit Losses
Years Ended December 31,
(in thousands) 2025 2024 2023
Beginning balance $ 57,795 $ 46,850 $ 27,815
Provision for credit losses
167,189 158,346 130,407
Write-offs, net of recoveries (1)
( 161,143 ) ( 147,401 ) ( 111,372 )
Ending balance $ 63,841 $ 57,795 $ 46,850
________________
(1) Recoveries were not material for the periods presented. As such, write-offs are presented net of recoveries.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Retail Installment Contract Receivables, Net
The Company’s RICs allow qualifying residential customers to pay the fees due at installation over a 12-, 24-, 36-, or 60-month interest-free period. The financing component is not significant.
The Company’s RICs are recorded at amortized cost less an allowance for credit losses not expected to be recovered. The allowance for credit losses is recognized at inception and reassessed each reporting period. The allowance for credit losses relates to RICs from outright sales transactions.
The following is a summary of unbilled retail installment contract receivables, net:
December 31,
(in thousands) 2025 2024
Retail installment contract receivables, gross $ 689,023 $ 678,174
Allowance for credit losses ( 37,212 ) ( 8,848 )
Retail installment contract receivables, net $ 651,811 $ 669,326
Balance Sheet Classification:
Accounts receivable, net $ 268,552 $ 260,224
Other assets 383,259 409,102
Retail installment contract receivables, net $ 651,811 $ 669,326
As of December 31, 2025 and 2024, RICs, net, for which the Company grants a security interest as collateral for borrowings under the 2020 Receivables Facility were $ 593 million and $ 575 million, respectively. Refer to Note 7 “Debt” for further discussion regarding the 2020 Receivables Facility.
Credit Quality
Upon origination of a RIC, the Company assigns an internal credit grade derived from external credit data obtained from a nationally recognized credit reporting provider to evaluate customer credit quality and establish contract eligibility. Subsequent to origination, the Company monitors the delinquency status of the RICs as the key credit quality indicator. Delinquent billed RICs are not a material portion of the Company’s RICs.
The following table presents the gross amortized cost basis segregated by credit quality indicator and current year write-offs of the Company’s RICs by year of origination for the preceding five fiscal years as of December 31, 2025:
(in thousands)
2025 2024 2023 2022 2021 All preceding years
High
$ 201,419 $ 122,031 $ 78,706 $ 45,519 $ 9,234 $ 1
Medium (1)
97,692 43,839 21,801 10,286 2,277 7
Low
31,684 14,341 6,664 2,870 652 —
Total
$ 330,795 $ 180,211 $ 107,171 $ 58,675 $ 12,163 $ 8
Current year gross write-offs $ 10,770 $ 38,739 $ 16,598 $ 6,583 $ 1,965 $ 256
________________
(1) Includes short-term receivables related to three-month payment plans.
Contract Assets
Contract assets represent the Company’s right to consideration in exchange for goods or services transferred to the customer. The contract asset is reclassified to accounts receivable as additional services are performed and billed, which is when the Company’s right to the consideration becomes unconditional. This balance is primarily comprised of satisfied performance obligations related to the sale and installation of a system under an outright sale transaction.
The Company has the right to bill customers as services are provided over time, which generally occurs over the course of a 12-, 24-, 36-, or 60-month period as additional services are performed and billed. There is no significant financing component.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered. The allowance is recognized at inception and is reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented.
December 31,
(in thousands) 2025 2024
Contract assets, gross
$ 69,506 $ 46,031
Allowance for credit losses
( 6,591 ) ( 5,221 )
Contract assets, net $ 62,915 $ 40,810
Balance Sheet Classification:
Prepaid expenses and other current assets
$ 28,758 $ 19,164
Other assets
34,157 21,646
Contract assets, net $ 62,915 $ 40,810
The changes in the contract asset balance during 2025 and 2024 were not material.
Contract Liabilities
The Company’s primary contract liabilities are deferred subscriber acquisition revenue and deferred revenue as presented on the balance sheet. Contract liabilities primarily represent amounts billed or collected in advance of the Company’s fulfillment of performance obligations under customer contracts. Contract liabilities also include consideration received in advance for products or services that have not yet been transferred to the customer, including deferred revenue associated with the allocation of the transaction price to future performance obligations. Contract liabilities are recognized as revenue when the related performance obligations are satisfied, which typically occurs over the term of the customer’s service agreement or upon completion of installation or product delivery.
During 2025 and 2024, customer contract liabilities increased by approximately $ 16 million and $ 149 million, respectively, primarily due to new billings and customer prepayments for monitoring, installation, and other subscription-based services.
Revenue recognized from the amounts included in the beginning contract liability balance totaled approximately $ 560 million and $ 478 million for the years ended December 31, 2025 and 2024, respectively.
Additional contract liabilities recognized during the years ended December 31, 2025 and 2024 were approximately $ 530 million and $ 640 million, respectively.
Other changes in the contract liabilities were not material.
3. SEGMENT INFORMATION
The Company reports results in a single operating and reportable segment.
The Company’s CODM is its Chairman, President, and Chief Executive Officer. The CODM evaluates performance and allocates resources on a consolidated basis using various measures primarily through reviews of operational performance packages, earnings releases, investor presentations, and the Company’s SEC filings, as well as through the approval of the Company’s annual budget and forecast.
The Company’s reported segment profit measure is net income (loss) as this measure is most consistent with the amounts included in the Consolidated Statements of Operations. In addition, segment assets reviewed by the CODM are reported on the Company’s Consolidated Balance Sheets as total assets.
The accounting policies of the Company’s reportable segment are the same as those of the Company.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following presents a reconciliation to the Company’s net income (loss) as reported in the Consolidated Statements of Operations and includes segment revenues, significant segment expenses that are regularly provided to or easily computed from information regularly provided to the CODM, other segment expenses, and adjustments to reconcile to net income (loss).
Years Ended December 31,
(in thousands) 2025 2024 2023
Total segment revenue
$ 5,128,607 $ 4,898,446 $ 4,652,824
Less significant segment expenses:
Customer service costs (1)
432,963 409,680 387,314
Maintenance costs (1)
209,307 207,706 217,054
Security installation, product, and other costs
340,702 229,728 147,314
Selling costs, including commissions (2)
183,663 185,417 196,204
Amortization of deferred subscriber acquisition costs (2)
252,553 224,647 188,222
Advertising costs (2)
97,820 105,366 131,133
Provision for credit losses (2)
197,431 187,361 131,962
Other general and administrative costs (2)
647,499 708,979 664,182
Share-based compensation (2)
54,553 48,745 38,626
Depreciation and intangible asset amortization
1,367,216 1,342,798 1,335,484
Interest expense
469,909 450,939 586,088
Income tax expense (benefit)
233,294 195,780 160,585
Total significant segment expenses
4,486,910 4,297,146 4,184,168
Less other segment items (3):
Other items in SG&A (2)
35,999 39,955 36,368
Other, net
5,180 ( 58,045 ) ( 18,082 )
Total other segment items
41,179 ( 18,090 ) 18,286
Reconciliation of profit or loss:
(Income) loss from discontinued operations, net of tax (4)
4,567 118,337 ( 12,639 )
Net income (loss) $ 595,951 $ 501,053 $ 463,009
________________
(1) Included in monitoring and related services cost of revenue in the Consolidated Statements of Operations.
(2) Included in SG&A in the Consolidated Statements of Operations.
(3) Other segment items generally include other income and expenses, interest income, and certain other items included in SG&A that are not considered significant segment expenses. Interest income is not material for the periods presented.
(4) Represents activity related to the Commercial and Solar Businesses (as applicable during the periods), which are presented as discontinued operations.
Entity-Wide Disclosures
Revenue generated from customers outside of the U.S. is not material. As of December 31, 2025 and 2024, substantially all of the Company’s assets were located in the U.S.
The Company does not have any major customers given the high volume nature of the business. Refer to Note 2 “Revenue and Receivables” for further information on the Company’s products and services.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. DIVESTITURES
The Company may decide to divest portions of its business for various reasons, including efforts to focus on its remaining businesses. The Company presents discontinued operations for components of the business that are either disposed of through sale (or qualify as held for sale), abandonment, or spin-off if these actions also represent a strategic shift that has or will have a major effect on the Company’s financial results.
Refer to Note 12 “Earnings per Share” for basic and diluted earnings per share information associated with discontinued operations.
ADT Solar Exit
On January 19, 2024, after a strategic review of the business and continued macroeconomic and industry pressures, the Company’s board of directors (the “Board of Directors”) approved a plan to fully exit the Solar Business. As of June 30, 2024, substantially all operations of the Solar Business had ceased.
The ADT Solar Exit represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the Solar Business is presented as a discontinued operation in the Company’s Consolidated Statements of Operations and Consolidated Balance Sheets for the periods presented.
The Solar Business was reflected in the former Solar reportable segment.
Exit charges incurred and paid were not material in 2025.
During the year ended December 31, 2024, the Company incurred aggregate exit charges of $ 88 million, which have been recognized within income (loss) from discontinued operations, net of tax, related to (i) $ 33 million associated with the write-down and disposition of inventory and asset impairments, (ii) $ 29 million associated with the disposition of the existing installation pipeline, (iii) $ 13 million associated with employee separation costs, and (iv) $ 12 million associated with contract termination and other charges.
During the year ended December 31, 2024, the Company paid $ 22 million associated with the ADT Solar Exit primarily related to employee separation and other restructuring costs.
The following reconciliations represent the major classes of line items of the Solar Business presented within discontinued operations in the Consolidated Balance Sheets and Consolidated Statements of Operations and certain information in the Consolidated Statements of Cash Flows for the periods presented.
Balance Sheet Information
There were no material assets of discontinued operations as of December 31, 2025 and December 31, 2024.
(in thousands) December 31, 2025 December 31, 2024
Current maturities of long-term debt $ — $ 22
Accounts payable 2,804 6,953
Accrued expenses and other current liabilities 12,513 24,788
Total current liabilities of discontinued operations
15,317 31,763
Long-term debt — 32
Other liabilities 14,352 15,857
Total liabilities of discontinued operations $ 29,669 $ 47,652
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Statements of Operations Information
There was no material activity related to discontinued operations within the Statement of Operations for the year ended December 31, 2025.
Years Ended December 31,
(in thousands) 2024 2023
Revenue $ 21,254 $ 329,835
Cost of revenue
65,678 256,784
Selling, general, and administrative expenses 101,366 215,054
Depreciation and intangible asset amortization 1,898 15,496
Goodwill impairment
— 511,176
Other (income) and expense items
1,481 2,235
Income (loss) from discontinued operations before income taxes ( 149,169 ) ( 670,910 )
Income tax benefit (expense) 39,096 156,000
Income (loss) from discontinued operations, net of tax $ ( 110,073 ) $ ( 514,910 )
Cash Flow Information
There was no material activity related to discontinued operations within the Statement of Cash Flows for the year ended December 31, 2025.
Years Ended December 31,
(in thousands) 2024 2023
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and intangible asset amortization $ 1,898 $ 15,496
Goodwill, intangible, and other asset impairments $ 13,770 $ 515,730
Cash flows from investing activities:
Purchases of property and equipment $ ( 80 ) $ ( 4,027 )
Commercial Divestiture
On August 7, 2023, the Company entered into an Equity Purchase Agreement to sell substantially all of the issued and outstanding equity interests of its commercial business (the “Commercial Divestiture”). On October 2, 2023, the Company completed the Commercial Divestiture for a purchase price of approximately $ 1.6 billion, subject to certain customary post-closing adjustments, and recognized a pre-tax gain on sale of approximately $ 630 million, which was recognized in income (loss) from discontinued operations during 2023.
During 2024, the Company paid GTCR $ 21 million related to the settlement of post-closing adjustments, which is presented in cash flows from investing activities.
The Commercial Divestiture represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the Commercial Business is presented as a discontinued operation in the Company’s Consolidated Statements of Operations for the periods presented.
The Commercial Business was previously reflected in the Commercial reportable segment.
Additionally, as the agreed upon sale price was substantially higher than the carrying value of the Commercial Business, the Company did not record any impairments or adjustments when recognizing the disposal group at the lower of its carrying amount or fair value less cost to sell.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following reconciliations represent the major classes of line items of the Commercial Business within the Consolidated Statements of Operations and certain information within the Consolidated Statements of Cash Flows (excluding proceeds from the sale of business discussed above) for the periods presented.
Statements of Operations Information
During the year ended December 31, 2025, activity relating to the Commercial Divestiture was immaterial .
During the year ended December 31, 2024, activity, net of tax, relating to the Commercial Divestiture was approximately $ 8 million primarily related to the settlement of post-closing adjustments.
Year Ended December 31,
(in thousands) 2023
Revenue $ 1,035,048
Cost of revenue
688,433
Selling, general, and administrative expenses 213,514
Depreciation and intangible asset amortization 37,691
Other income and expense items 19,174
Income (loss) from discontinued operations before gain on sale of business and income taxes
76,236
Gain on sale of business
629,980
Income (loss) from discontinued operations before income taxes
706,216
Income tax benefit (expense) ( 178,667 )
Income (loss) from discontinued operations, net of tax $ 527,549
Cash Flow Information
Year Ended December 31,
(in thousands) 2023
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and intangible asset amortization $ 37,691
Share-based compensation expense $ 11,699
Cash flows from investing activities:
Subscriber system asset expenditures $ ( 8,902 )
Purchases of property and equipment $ ( 4,399 )
Transition Services Agreement
In connection with the Commercial Divestiture, the Company entered into a Transition Services Agreement (the “Commercial TSA”) for the provision of certain transitional services relating to ongoing support and other administrative functions to each other for a transitional period of up to 24 months after the closing of the Commercial Divestiture. Commercial TSA fees charged to the Commercial Business represent charges for internal labor as well as certain third-party costs identified in connection with providing such services. Income from the Commercial TSA is recognized in other income (expense), and expenses incurred by the Company to support the transition are recorded based on the nature of the expense. During 2025 Commercial TSA income was not material. During 2024 and 2023, the Company recognized income from the Commercial TSA of $ 40 million and $ 12 million, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ADT Brand License and Intellectual Property Rights
The Company and GTCR entered into an agreement granting GTCR a license to continue to use the ADT brand and other Company trademarks for a period of twelve months to transition from Company branding (the “Brand License”). The Company has also agreed to a covenant not to assert a claim against GTCR for infringement of the Company's patents as of the Commercial Divestiture for products and services that were used in the Commercial Business prior to the Commercial Divestiture, and has provided GTCR with a paid-up, irrevocable, non-assignable (with limited exceptions) license to continue to use certain software and other Company intellectual property in the same manner. Royalty income is included in other income (expense) and is not material.
Other Divestitures
During 2025, the Company completed the sale of its multifamily business (the “Multifamily Divestiture”) for a purchase price of approximately $ 56 million, subject to certain customary post-closing adjustments. The Company recorded $ 12 million of goodwill impairment , which is recognized in SG&A. Any gain or loss on sale pursuant to customary post-closing adjustments is not expected to be material.
During 2023, proceeds related to disposal activities not reflected as discontinued operations totaled $ 36 million, resulting in a gain on sale of $ 19 million recognized in SG&A.
5. EQUITY METHOD INVESTMENTS
Canopy Investment
In April 2022, the Company and Ford Motor Company (“Ford”) formed a new entity, SNTNL LLC (“Canopy”), and the Company contributed cash of $ 11 million (the “Initial Contribution”). Since the Initial Contribution, the Company contributed $ 7 million. The Company accounted for its investment in Canopy under the equity method of accounting as the Company was not the primary beneficiary, and therefore, did not consolidate Canopy’s assets, liabilities, and financial results of operations.
During the fourth quarter of 2023, the Company sold its shares in Canopy and received $ 21 million in accordance with the terms of the agreement between the Company and Ford, which included a put right under which the Company recovered its full equity investment in Canopy plus a premium (“Canopy Termination”). In addition, the Company recognized a gain of $ 15 million, which is reflected in equity in net earnings (losses) of equity method investees. The Company no longer holds an investment in Canopy.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
During the third quarter of 2025, the Company recorded a goodwill impairment charge of $ 12 million in connection with the Multifamily Divestiture, which is reflected in SG&A, and derecognized the remaining $ 6 million of goodwill upon completion of the divestiture on October 1, 2025. Refer to Note 4 “Divestitures.”
The Company also had previously reported accumulated goodwill impairment losses that were associated with the Solar reporting unit, which is presented as a discontinued operation.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Intangible Assets
December 31, 2025 December 31, 2024
(in thousands) Gross Carrying
Amount Accumulated
Amortization Net Carrying Amount Gross Carrying
Amount Accumulated
Amortization Net Carrying Amount
Definite-lived intangible assets:
Contracts and related customer relationships
$ 6,754,810 $ ( 4,012,248 ) $ 2,742,562 $ 6,158,349 $ ( 3,464,926 ) $ 2,693,423
Dealer relationships (1)
1,518,020 ( 776,413 ) 741,607 1,518,020 ( 697,324 ) 820,696
Other (2)
199,973 ( 199,146 ) 827 209,773 ( 202,793 ) 6,980
Total definite-lived intangible assets 8,472,803 ( 4,987,807 ) 3,484,996 7,886,142 ( 4,365,043 ) 3,521,099
Indefinite-lived intangible assets:
Trade name (3)
1,333,000 — 1,333,000 1,333,000 — 1,333,000
Intangible assets $ 9,805,803 $ ( 4,987,807 ) $ 4,817,996 $ 9,219,142 $ ( 4,365,043 ) $ 4,854,099
__________________
(1) Originated from the Formation Transactions and the ADT Acquisition in 2015 and 2016, respectively. Amortized primarily over 19 years on a straight-line basis based on management estimates about attrition and the longevity of the underlying dealer network that existed at the time of acquisition.
(2) Primarily relates to trade names and other technology assets. Amortized over a period of up to 10 years on a straight-line basis.
(3) ADT trade name acquired as part of the ADT Acquisition.
Contracts and Related Customer Relationships
Contracts and related customer relationships comprise contracts with customers purchased under the ADT Authorized Dealer Program (as defined below) or from other third parties as well as customer relationships that originated from business acquisitions.
Additionally, the Company maintains a network of agreements with third-party independent dealers who sell alarm equipment and ADT Authorized Dealer-branded monitoring and interactive services to residential end users (the “ADT Authorized Dealer Program”). The dealers in this program generate new end-user contracts with customers which the Company has the right, but not the obligation, to purchase from the dealer. Purchases of contracts with customers under the ADT Authorized Dealer Program, or from other third parties, are considered asset acquisitions and are recognized based on the cost to acquire the assets, which may include cash consideration, non-cash consideration, contingent consideration, and directly-attributable transaction costs. The Company may charge back the purchase price of any end-user contract if the contract is canceled during the charge-back period, which is generally thirteen months from the date of purchase. The Company records the amount of the charge back as a reduction to the purchase price.
Purchases of contracts with customers under the ADT Authorized Dealer Program, or from other third parties, are accounted for on a pooled basis based on the month and year of acquisition. The Company amortizes its pooled contracts with customers using an accelerated method over the estimated life of the customer relationship, which is 15 years. The accelerated method for amortizing these contracts utilizes an average declining balance rate of approximately 300 % and converts to straight-line methodology when the resulting amortization charge is greater than that from the accelerated method, resulting in an average amortization of approximately 65 % of the pool within the first five years, 25 % within the second five years, and 10 % within the final five years.
Customer relationships acquired as part of business acquisitions, which primarily originated from the Formation Transactions, are amortized over a period of up to 15 years based on management estimates about the amounts and timing of estimated future revenue from customer accounts and average customer account life that existed at the time of the related business acquisition.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The change in the net carrying amount of contracts and related customer relationships during the period was as follows:
Years Ended December 31,
(in thousands) 2025 2024
Balance as of December 31, 2024 $ 2,693,423 $ 2,634,211
Customer contract additions, net of dealer charge-backs 598,127 586,994
Amortization ( 548,988 ) ( 527,782 )
Balance as of December 31, 2025 $ 2,742,562 $ 2,693,423
During 2025 and 2024, the weighted-average amortization period for customer contract additions under the ADT Authorized Dealer Program and from other third parties was approximately 15 years.
During 2025 and 2024, the Company completed multiple customer account purchases for an aggregate contractual purchase price of $ 132 million and $ 98 million, respectively, subject to reductions based on customer retention. The Company paid total cash at the closings in the aggregate amounts of $ 115 million and $ 81 million, respectively, which is included in dealer generated customer accounts and bulk account purchases on the Consolidated Statements of Cash Flows.
Definite-Lived Intangible Asset Amortization Expense
Years Ended December 31,
(in thousands) 2025 2024 2023
Definite-lived intangible asset amortization expense $ 630,936 $ 610,389 $ 613,679
As of December 31, 2025, the estimated aggregate amortization expense on our existing intangible assets is expected to be as follows ( in thousands) :
2026 2027 2028 2029 2030 Thereafter
$ 589,793 $ 507,650 $ 444,625 $ 396,975 $ 338,643 $ 1,207,310
Goodwill and Indefinite-Lived Intangible Assets Impairment
Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually as of the first day of the fourth quarter of each year and more often if an event occurs or circumstances change which indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The Company may perform the impairment test for its reporting unit or indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may resume a qualitative assessment in any subsequent period if facts and circumstances permit.
Goodwill
Under a qualitative approach, the Company assesses whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, the Company proceeds to a quantitative approach.
Under a quantitative approach, the Company estimates the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company estimates the fair values of its reporting units using the income approach, which discounts projected cash flows using market participant assumptions. The income approach includes significant assumptions including, but not limited to, forecasted revenue, operating profit margins, Adjusted EBITDA margins, operating expenses, cash flows, perpetual growth rates, and discount rates. The estimated fair value of a reporting unit calculated using the income approach is sensitive to changes in the underlying assumptions. In developing these assumptions, the Company relies on various factors including operating results, business plans, economic projections, anticipated future cash flows, and other market data. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying judgments and factors and ultimately impact the estimated fair value determinations may include such items as a prolonged downturn in the business environment, changes in economic conditions that significantly differ from the Company’s assumptions in timing or degree,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
volatility in equity and debt markets resulting in higher discount rates, and unexpected regulatory changes. As a result, there are inherent uncertainties related to these judgments and factors that may ultimately impact the estimated fair value determinations.
During the third quarter of 2025, the Company recorded a goodwill impairment charge of $ 12 million in connection with the Multifamily Divestiture, which is reflected in SG&A. Refer to Note 4 “Divestitures.”
Additionally, the Company performed a qualitative goodwill impairment test as of October 1, 2025 on its single reporting unit. The Company concluded that it is more- likely-than-not that the fair value of the Company’s reporting unit exceeds its carrying value, and as a result, the Company did not perform a quantitative impairment test or record any additional goodwill impairment losses.
The Company did not record any goodwill impairment losses in income/(loss) from continuing operations during 2024 and 2023.
The Company’s previously recorded goodwill impairment charges associated with the Solar reporting unit are presented in income (loss) from discontinued operations, net of tax.
Indefinite-Lived Intangible Assets
Under a qualitative approach, the impairment test for an indefinite-lived intangible asset consists of an assessment of whether it is more-likely-than-not that an asset’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any indefinite-lived intangible asset, or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying amount of such asset exceeds its fair value, the Company proceeds to a quantitative approach.
Under a quantitative approach, the Company estimates the fair value of an asset and compares it to its carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized in an amount equal to that excess. The estimated fair value of an indefinite-lived intangible asset is determined using a valuation approach that is based on the nature of the underlying asset.
The Company’s only indefinite-lived intangible asset is the ADT trade name. The fair value of the ADT trade name is determined under a relief from royalty method, which is an income approach that estimates the cost savings that accrue to the Company that it would otherwise have to pay in the form of royalties or license fees on revenue earned through the use of the asset. The utilization of the relief from royalty method requires the Company to make significant assumptions including revenue growth rates, the implied royalty rate, and the discount rate.
As of October 1, 2025, the Company quantitatively tested the ADT trade name for impairment. Based on the results of the test, the Company did not record any impairment losses as the estimated fair value of the trade name substantially exceeded its carrying amount.
During 2024 and 2023, the Company did not record any impairment losses on its indefinite lived intangible asset.
Definite-Lived Intangible Asset Impairment
Definite-lived intangible asset impairments were not material during 2025, 2024, and 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. DEBT
The Company’s debt is comprised of the following (in thousands) :
Interest Payable Balance as of December 31,
Debt Description Issued Maturity Interest Rate (1)
2025 2024
First Lien Term Loan B due 2030 10/13/2023 10/13/2030 Term SOFR + 2.00 %
Quarterly $ 1,764,249 $ 1,984,090
First Lien Term Loan B-2 due 2032
3/7/2025 3/7/2032 Term SOFR + 1.75 %
Quarterly 1,441,989 —
First Lien Revolving Credit Facility 3/16/2018 10/1/2029 Term SOFR + 2.00 %
Quarterly — —
First Lien Term Loan A due 2030 10/28/2025 10/28/2030 Term SOFR + 1.50 %
Quarterly 325,000 —
First Lien Notes due 2026 4/4/2019 4/15/2026 5.750 % 3/15 and 9/15 75,000 1,350,000
First Lien Notes due 2027 8/20/2020 8/31/2027 3.375 % 6/15 and 12/15 1,000,000 1,000,000
First Lien Notes due 2029 7/29/2021 8/1/2029 4.125 % 2/1 and 8/1 1,000,000 1,000,000
First Lien Notes due 2033 10/15/2025 10/15/2033 5.875 % 1/15 and 7/15 1,000,000 —
Second Lien Notes due 2028 1/28/2020 1/15/2028 6.250 % 1/15 and 7/15 — 1,300,000
ADT Notes due 2032 5/2/2016 7/15/2032 4.875 % 1/15 and 7/15 728,016 728,016
ADT Notes due 2042 7/5/2012 7/15/2042 4.875 % 1/15 and 7/15 21,896 21,896
2020 Receivables Facility (2)
3/5/2020 11/20/2030 Various Monthly 443,058 407,901
Total debt principal, excluding finance leases 7,799,208 7,791,903
Plus: Finance lease obligations (3)
47,765 69,442
Unamortized debt discount, net
( 30,579 ) ( 12,081 )
Unamortized deferred financing costs
( 22,949 ) ( 26,990 )
Unamortized purchase accounting fair value adjustment and other
( 103,811 ) ( 115,201 )
Total debt 7,689,634 7,707,073
Less: Current maturities of long-term debt, net of unamortized debt discount ( 310,204 ) ( 195,791 )
Long-term debt $ 7,379,430 $ 7,511,282
__________________
(1) Interest rate as of December 31, 2025 . I nterest on the 2020 Receivables Facility is primarily based on the Secured Overnight Financing Rate (“SOFR”) + 0.95 % and Cost of Funds (“COF”) + 0.85 %.
(2) Maturity date for the 2020 Receivables Facility represents the final maturity of date of current loans borrowed under the facility.
(3) Refer to Note 14 “Leases” for additional information regarding the Company’s finance leases.
First Lien Credit Agreement
The Company’s first lien credit agreement dated as of July 1, 2015 (together with subsequent amendments and restatements, the “First Lien Credit Agreement”) provides for term loans (the “First Lien Term Loan B due 2030” and the “First Lien Term Loan B-2 due 2032,” together, the “First Lien Term Loan Bs”) and a revolving credit facility (the “First Lien Revolving Credit Facility”).
Prime Security Services Holdings, LLC (“Holdings”), a Delaware limited liability company and a wholly owned indirect subsidiary of the Company, Prime Security Services Borrower, LLC (“Prime Borrower”), a Delaware limited liability company and a wholly owned direct subsidiary of Holdings, and The ADT Corporation, a Delaware corporation and a wholly owned direct subsidiary of Prime Borrower (together with Prime Borrower, the “Borrowers”), are parties to the First Lien Credit Agreement as holdings and borrowers respectively. Indebtedness incurred under the First Lien Credit Agreement is guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of Prime Borrower’s wholly owned material domestic subsidiaries, and by Prime Borrower’s direct parent on a limited recourse basis, and is secured by a pledge of Prime Borrower’s capital stock directly held by its direct parent and by first-priority security interests in substantially all of the assets of Prime Borrower and the subsidiary guarantors, in each case, subject to certain permitted liens and exceptions.
The First Lien Term Loan B due 2030
The First Lien Term Loan B due 2030 requires scheduled quarterly amortization payments equal to 0.25 % of its outstanding principal amount at the time of the December 2024 amendment (discussed below), with the remaining balance payable at maturity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Borrowers may make voluntary prepayments on the First Lien Term Loan B due 2030 at any time prior to maturity at par, subject to a 1.00 % prepayment premium in the event of certain specified refinancing events at any time before June 2025.
Additionally, based on certain specified net first lien leverage ratios, the Borrowers may be required to make annual prepayments on the outstanding First Lien Term Loan B due 2030 with a percentage of the Company’s excess cash flow, as defined in the First Lien Credit Agreement, if the excess cash flow exceeds a certain specified threshold, which is 0 % if our net first lien leverage ratio is less than or equal to 2.20 to 1.00. As of December 31, 2025, the Borrowers were not required to make an annual prepayment based on the Company’s excess cash flow.
The First Lien Term Loan B due 2030 bears interest at a rate equal to, at the Prime Borrower’s option, either (a) a term SOFR rate (“Term SOFR”) with a floor of zero or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States and (iii) the one-month adjusted term SOFR plus 1.00 % per annum (“Base Rate”), in each case, plus an applicable margin of 2.00 % per annum for Term SOFR loans and 1.00 % per annum for Base Rate loans. Prime Borrower has elected the Term SOFR alternative to apply to borrowings of the First Lien Term Loan B due 2030.
The First Lien Term Loan B-2 due 2032
The First Lien Term Loan B-2 due 2032 requires scheduled quarterly amortization payments equal to 0.25 % of its original principal amount with the remaining balance payable at maturity.
The Borrowers may make voluntary prepayments on the First Lien Term Loan B-2 due 2032 at any time prior to maturity at par, subject to a 1.00 % prepayment premium in the event of certain specified refinancing events during the first six months after the most recent amendment.
The First Lien Term Loan B-2 due 2032 bears interest at a rate equal to, at the Prime Borrower’s option, either (a) a term SOFR rate with a floor of zero or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States and (iii) the Base Rate, in each case, plus an applicable margin of 1.75 % per annum for Term SOFR loans and 0.75 % per annum for Base Rate loans. Prime Borrower has elected the Term SOFR alternative to apply to borrowings of the First Lien Term Loan B-2 due 2032.
The First Lien Term Loan B-2 due 2032 is subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness of Prime Security Services Borrower, LLC and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $ 1 billion. Loans under the First Lien Term Loan B-2 due 2032 are treated as a separate class from the existing loans under the First Lien Term Loan B due 2030.
First Lien Revolving Credit Facility
The applicable margin for borrowings under the First Lien Revolving Credit Facility is 2.00 % for Term SOFR loans (subject to a credit spread adjustment) and 1.00 % for Base Rate loans, in each case, subject to adjustment pursuant to a leverage-based pricing grid, subject to two step downs to 1.75 % and 1.50 % based on a net first lien leverage ratio of 2.00 to 1.00 and 1.50 to 1.00, respectively. In addition, the Borrowers are required to pay a commitment fee of 0.20 % to 0.30 %, with step downs to 0.25 % and 0.20 % based on a net first lien leverage ratio of 2.00 to 1.00 and 1.50 to 1.00, respectively, with respect to the unused commitments under the First Lien Revolving Credit Facility.
The First Lien Revolving Credit Facility is also subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness if, as of such date, the outstanding principal amount of such indebtedness exceeds $ 350 million.
The aggregate amount of commitments under the First Lien Revolving Credit Facility is $ 800 million.
As of December 31, 2025, the Company had $ 800 million in available borrowing capacity under the First Lien Revolving Credit Facility.
Significant Activity
Significant amendments and restatements related to the First Lien Credit Agreement during the periods presented were as follows:
• October 2023 - The Company redeemed approximately $ 1.3 billion of the then outstanding term loan due 2026 (the “First Lien Term Loan B due 2026”) using net proceeds from the Commercial Divestiture.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• October 2023 - The Company amended and restated the First Lien Credit Agreement and refinanced the remaining outstanding balance of the First Lien Term Loan B due 2026 with a new $ 1.375 billion 7-year First Lien Term Loan B due 2030.
• April 2024 - The Company amended and restated the First Lien Credit Agreement, which reduced the interest rate on the First Lien Term Loan B due 2030 from Term SOFR + 2.50 % to Term SOFR + 2.25 %.
• May 2024 - The Company amended and restated the First Lien Credit Agreement, which included the exchange of $ 143 million principal amount of loans under the Company’s then outstanding Term Loan A Facility due 2028 for its First Lien Term Loan B due 2030. In addition, later that month, the Company further amended and restated the First Lien Credit Agreement, pursuant to which the Company incurred an additional $ 474 million of outstanding principal under the First Lien Term Loan B due 2030 with the proceeds used to pay off the remaining outstanding balance of the Company’s then outstanding Term Loan A Facility due 2028.
• October 2024 - The Company amended and restated the First Lien Credit Agreement to extend the maturity date of the First Lien Revolving Credit Facility to October 2029 and obtain an additional $ 225 million of First Lien Revolving Credit Facility commitments. After giving effect to the amendment, the aggregate amount of commitments under the First Lien Revolving Credit Facility is $ 800 million. In addition, the amendment reduced the commitment fee in respect of the First Lien Revolving Credit Facility to 0.30 % per annum in respect of the unutilized commitments thereunder, subject to two step-downs based on certain specified net first lien leverage ratios.
• December 2024 - The Company amended and restated the First Lien Credit Agreement, which reduced the interest rate on the First Lien Term Loan B due 2030 from Term SOFR + 2.25 % to Term SOFR + 2.00 %.
• March 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of a new $ 600 million First Lien Term Loan B-2 due 2032, and received net proceeds of $ 597 million. The Company used the net proceeds to redeem $ 500 million of the First Lien Notes due 2026.
• July 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of $ 550 million of incremental borrowings under the First Lien Term Loan B-2 due 2032, and received net proceeds of $ 545 million. These incremental borrowings have the same terms as existing loans under the First Lien Term Loan B-2 due 2032. The Company used the net proceeds and cash on hand to redeem $ 550 million of the First Lien Notes due 2026.
• October 2025 - The Company amended and restated the First Lien Credit Agreement, which provided for the issuance of $ 300 million of incremental borrowings under the First Lien Term Loan B-2 due 2032, and received net proceeds of $ 297 million. The Company used the net proceeds to partially redeem the Second Lien Notes due 2028.
• October 2025 - The Company redeemed $ 200 million of the First Lien Term Loan B due 2030 using proceeds from the First Lien Term Loan A due 2030.
During 2024 and 2023, proceeds and repayments of long-term borrowings on the Consolidated Statements of Cash Flows include the impact of $ 704 million and $ 230 million, respectively, from certain of the amendments described above.
Significant borrowings and repayments under the First Lien Revolving Credit Facility during the periods presented were as follows:
• 2023: There were no borrowings or repayments.
• 2024: The Company borrowed $ 365 million and repaid $ 365 million.
• 2025: The Company borrowed $ 198 million and repaid $ 198 million.
First Lien Term Loan A due 2030
On October 28, 2025, the Company entered into a term loan credit agreement (together with subsequent amendments and restatements, the “Term Loan Credit Agreement”) for an aggregate principal amount of $ 325 million of term loans under a senior secured term loan A facility (the “First Lien Term Loan A due 2030”). The Company used the proceeds for general corporate purposes and to redeem $ 200 million of the First Lien Term Loan B due 2030.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The First Lien Term Loan A due 2030 requires scheduled amortization payments, commencing on March 31, 2026, in annual amounts equal to (a) prior to March 31, 2028, 2.5 % of its original principal amount and (b) on or after March 31, 2028, 5.0 % of its original principal amount, payable quarterly, with the balance payable at maturity. The Company may make voluntary prepayments of the First Lien Term Loan A due 2030 at any time prior to maturity at par.
The First Lien Term Loan A due 2030 bears interest at a rate equal to, at the Prime Borrower’s option, either (a) a Term SOFR rate with a floor of zero or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States and (iii) the one-month adjusted term SOFR plus 1.00 % per annum, in each case, plus an applicable margin of 1.50 % per annum for Term SOFR loans and 0.50 % per annum for Base Rate loans, subject to adjustments based on certain specified net first lien leverage ratios. The Company has elected the Term SOFR alternative to apply to borrowings of the First Lien Term Loan A due 2030.
Indebtedness incurred under the Term Loan Credit Agreement is guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of the Prime Borrower’s wholly owned material domestic subsidiaries, and by Prime Borrower’s direct parent on a limited recourse basis, and is secured by a pledge of Prime Borrower’s capital stock directly held by its direct parent and by first-priority security interests in substantially all of the assets of Prime Borrower and the subsidiary guarantors, in each case subject to certain permitted liens and exceptions.
Additionally, the Term Loan Credit Agreement includes customary mandatory prepayment provisions, covenants and restrictions, including a financial maintenance covenant requiring the Borrowers to comply as of the last day of each fiscal quarter, beginning with the fiscal quarter ending March 31, 2026, with a specified maximum consolidated net first lien leverage ratio.
First Lien Notes due 2024
As of December 31, 2025, the Company fully redeemed the 5.250 % first-priority senior secured notes due 2024 (the “First Lien Notes due 2024”) as a result of the following transactions:
• May 2023 - The Company redeemed $ 150 million principal amount of the outstanding First Lien Notes due 2024 for a redemption price of $ 150 million, excluding accrued and unpaid interest, using cash on hand.
• December 2023 - The Company redeemed $ 500 million principal amount of the outstanding First Lien Notes due 2024 for a redemption price of $ 500 million, excluding accrued and unpaid interest, using remaining net proceeds from the Commercial Divestiture and cash on hand.
• April 2024 - The Company redeemed the remaining outstanding principal balance of $ 100 million of the First Lien Notes due 2024 for a redemption price of $ 100 million, excluding accrued and unpaid interest, using proceeds from the Company’s First Lien Revolving Credit Facility.
First Lien Notes due 2026
The Company’s 5.750 % first-priority senior secured notes due 2026 (the “First Lien Notes due 2026”) are due at maturity, and may be redeemed, in whole or in part, at any time at a make-whole premium plus accrued and unpaid interest to, but excluding, the redemption date.
The First Lien Notes due 2026 are guaranteed, jointly and severally, on a senior secured first-priority basis, by each of the Company’s existing and future direct or indirect wholly-owned material domestic subsidiaries that guarantee the First Lien Credit Agreement.
Upon the occurrence of specified change of control events, the Company must offer to repurchase the First Lien Notes due 2026 at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The indenture governing the First Lien Notes due 2026 also provides for customary events of default.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As discussed above, partial redemptions of the First Lien Notes due 2026 were as follows:
• March 2025 - The Company redeemed $ 500 million of the First Lien Notes due 2026, excluding accrued and unpaid interest, for a total redemption price of $ 506 million, which includes a make-whole payment, using proceeds from the Company’s March 2025 issuance of the First Lien Term Loan B-2 due 2032.
• July 2025 - The Company redeemed $ 550 million of the First Lien Notes due 2026, excluding accrued and unpaid interest, for a total redemption price of $ 554 million, which includes a make-whole payment, using proceeds from the Company’s July 2025 issuance of the First Lien Term Loan B-2 due 2032 and cash on hand.
• December 2025 - The Company redeemed $ 225 million of the First Lien Notes due 2026, excluding accrued and unpaid interest, for a total redemption price of $ 226 million, which includes a make-whole payment, using cash on hand.
First Lien Notes due 2027
T he Company’s 3.375 % first-priority senior secured notes due 2027 (the “First Lien Notes due 2027”) are due at maturity and may be redeemed at the Company’s option as follows:
• Prior to August 31, 2026, in whole at any time or in part from time to time, at a make-whole premium plus accrued and unpaid interest, if any, thereon to the redemption date.
• On or after August 31, 2026, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the First Lien Notes due 2027 redeemed plus accrued and unpaid interest, if any, thereon to the redemption date.
The Company’s obligations relating to the First Lien Notes due 2027 are guaranteed, jointly and severally, on a senior secured first-priority basis, by each of the Company’s domestic subsidiaries that guarantees its First Lien Credit Agreement and by each of the Company’s future domestic subsidiaries that guarantees certain of the Company’s debt. The First Lien Notes due 2027 and the related guarantees are secured by first-priority security interests in substantially all of the tangible and intangible assets owned by the issuers and each guarantor, subject to certain permitted liens and exceptions.
Upon the occurrence of specified change of control events, the Company must offer to repurchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The indenture governing the First Lien Notes due 2027 also provides for customary events of default.
First Lien Notes due 2029
In July 2021, the Company issued $ 1.0 billion aggregate principal amount of 4.125 % first-priority senior secured notes due 2029 (the “First Lien Notes due 2029”).
The First Lien Notes due 2029 will mature on August 1, 2029, with semi-annual interest payment dates of February 1 and August 1 of each year, beginning February 1, 2022, and may be redeemed at the Company’s option as follows:
• Prior to August 1, 2028, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100 % of the principal amount of the First Lien Notes due 2029 to be redeemed and (ii) the sum of the present values of the aggregate principal amount of the First Lien Notes due 2029 to be redeemed and the remaining scheduled interest payments due on any date after the redemption date, to and including August 1, 2028, discounted at an adjusted treasury rate plus 50 basis points, plus, in either case accrued and unpaid interest as of, but excluding, the redemption date.
• On or after August 1, 2028, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the First Lien Notes due 2029 to be redeemed and accrued and unpaid interest as of, but excluding, the redemption date.
The Company’s obligations relating to the First Lien Notes due 2029 are guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of the Company’s subsidiaries and are secured by first-priority security interests in substantially all of the assets of the Company’s domestic subsidiaries, subject to certain permitted liens and exceptions.
Upon the occurrence of specified change of control events, the Company may be required to purchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The indenture governing the First Lien Notes due 2029 also provides for customary events of default.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
First Lien Notes due 2033
In October 2025, the Company issued $ 1.0 billion aggregate principal amount of 5.875 % first-priority senior secured notes due 2033 (the “First Lien Notes due 2033”).
The First Lien Notes due 2033 will mature on October 15, 2033, with semi-annual interest payment dates of January 15 and July 15 of each year, beginning January 15, 2026, and may be redeemed at the Company’s option as follows:
• Prior to October 15, 2032, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100 % of the principal amount of the First Lien Notes due 2033 to be redeemed and (ii) the sum of the present values of the aggregate principal amount of the First Lien Notes due 2033 to be redeemed and the remaining scheduled interest payments due on any date after the redemption date, to and including October 15, 2032, discounted at an adjusted treasury rate plus 50 basis points, plus, in either case accrued and unpaid interest as of, but excluding, the redemption date.
• On or after October 15, 2032, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the First Lien Notes due 2033 to be redeemed and accrued and unpaid interest as of, but excluding, the redemption date.
The Company’s obligations relating to the First Lien Notes due 2033 are guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of the Company’s subsidiaries and are secured by first-priority security interests in substantially all of the assets of the Company’s domestic subsidiaries, subject to certain permitted liens and exceptions.
Upon the occurrence of specified change of control events, the Company may be required to purchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The indenture governing the First Lien Notes due 2033 also provides for customary events of default.
Second Lien Notes due 2028
In October 2025, the Company redeemed its 6.250 % second-priority senior secured notes due 2028 (the “Second Lien Notes due 2028”) at par using proceeds from the First Lien Notes due 2033, incremental borrowings under the First Lien Term Loan B-2 due 2032, and cash on hand.
ADT Notes
In connection with the ADT Acquisition, the Company entered into supplemental indentures to notes originally issued by The ADT Corporation (collectively, the “ADT Notes”) providing for each series of ADT Notes to benefit from (i) guarantees by substantially all of the Company’s domestic subsidiaries and (ii) first-priority senior security interests, subject to permitted liens, in substantially all of the existing and future assets of the Company’s domestic subsidiaries. As a result, these notes remained outstanding and became obligations of the Company.
The outstanding ADT Notes are due at maturity, and may be redeemed, in whole at any time or in part from time to time, at a redemption price equal to the principal amount of the notes to be redeemed, plus a make-whole premium, plus accrued and unpaid interest as of, but excluding, the redemption date.
Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the ADT Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The indentures governing the ADT Notes also provide for customary events of default.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2020 Receivables Facility
During March 2020, the Company entered into the 2020 Receivables Facility, as amended, whereby the Company obtains financing by selling or contributing certain retail installment contract receivables to the Company’s wholly-owned consolidated bankruptcy-remote special purpose entity (“SPE”). The SPE grants a security interest in those retail installment contract receivables as collateral for cash borrowings under the 2020 Receivables Facility. The SPE borrower under the 2020 Receivables Facility is a separate legal entity with its own creditors who will be entitled, prior to and upon the liquidation of the SPE, to be satisfied out of the SPE’s assets prior to any assets of the SPE becoming available to the Company (other than the SPE). Accordingly, the assets of the SPE are not available to pay creditors of the Company (other than the SPE), although collections from the transferred retail installment contract receivables in excess of amounts required to repay amounts then due and payable to the SPE’s creditors may be released to the Company and subsequently used by the Company (including to pay other creditors). The SPE’s creditors under the 2020 Receivables Facility have legal recourse to the transferred retail installment contract receivables owned by the SPE, and to the Company for certain performance and operational obligations relating to the 2020 Receivables Facility, but do not have any recourse to the Company (other than the SPE) for the payment of principal and interest on the advances under the 2020 Receivables Facility.
Significant amendments to the 2020 Receivables Facility during the periods presented were as follows:
• March 2023 - The borrowing capacity was increased from $ 400 million to $ 500 million and the uncommitted revolving period was extended from May 2023 to March 2024, among other things.
• March 2024 - The uncommitted revolving period was extended from March 2024 to April 2024.
• April 2024 - The borrowing capacity was increased from $ 500 million to $ 550 million and the uncommitted revolving period was extended from April 2024 to April 2025, among other things. In addition, proceeds and repayments from the receivables facility during 2024 include the impact of $ 32 million from these amendments.
• March 2025 - The uncommitted revolving period was extended to March 2026, the interest rate on outstanding borrowings was reduced, and the advance rate on pledged collateral was increased.
The Company services the transferred retail installment contract receivables and is responsible for ensuring the related collections are remitted to a segregated bank account in the SPE’s name. On a monthly basis, the segregated account is utilized to make required principal, interest, and other payments due under the 2020 Receivables Facility. The segregated account is considered restricted cash.
Proceeds and repayments from the 2020 Receivables Facility are presented in cash flows from financing activities on the Consolidated Statements of Cash Flows.
The impact to the Consolidated Statements of Operations from the 2020 Receivables Facility was primarily due to the allowance for credit losses and interest expense during the periods presented.
As of December 31, 2025, the Company had an uncommitted available borrowing capacity under the 2020 Receivables Facility of $ 107 million.
Variable Interest Entity
The SPE, as described above, meets the definition of a variable interest entity (“VIE”) for which the Company is the primary beneficiary as it has the power to direct the SPE’s activities and the obligation to absorb losses or the right to receive benefits of the SPE. As such, the SPE’s assets, liabilities, and financial results of operations are consolidated in the Company’s consolidated financial statements.
As of December 31, 2025 and 2024, the SPE’s assets and liabilities primarily consisted of a portion of the Company’s unbilled retail installment contract receivables, net, of $ 593 million and $ 575 million, respectively, and borrowings under the 2020 Receivables Facility as presented above.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt Covenants
The Company’s credit agreements and indentures associated with the borrowings above contain certain covenants and restrictions that limit the Company’s ability to, among other things: (a) incur additional debt or issue certain preferred equity interests; (b) create liens on certain assets; (c) make certain loans or investments (including acquisitions); (d) pay dividends on or make distributions in respect of the capital stock or make other restricted payments; (e) consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets; (f) sell assets; (g) enter into certain transactions with affiliates; (h) enter into sale-leaseback transactions; (i) restrict dividends from the Company’s subsidiaries or restrict liens; (j) change the Company’s fiscal year; and (k) modify the terms of certain debt or organizational agreements.
The Company’s credit agreements and indentures associated with the borrowings above also provide for customary events of default.
The Company is subject to a springing financial maintenance covenant under the First Lien Credit Agreement, which requires the Company to not exceed a specified first lien leverage ratio at the end of each fiscal quarter if the testing conditions are satisfied. The covenant is tested if the outstanding loans under the First Lien Revolving Credit Facility, subject to certain exceptions, exceed 30 % of the total commitments under the First Lien Revolving Credit Facility as of the last day of any fiscal quarter.
As of December 31, 2025, the Company was in compliance with all financial covenant and other maintenance tests for all debt obligations.
Loss on Extinguishment of Debt
Loss on extinguishment of debt includes the payment of call and redemption premiums, the write-off of unamortized deferred financing costs and discounts, and certain other expenses associated with extinguishment of debt.
Loss on extinguishment of debt was $ 19 million, $ 5 million, and $ 17 million during 2025, 2024, and 2023, respectively.
Additional fees and other costs associated with financing transactions were not material during the periods presented.
Other
As of December 31, 2025, the aggregate annual maturities of debt, excluding finance leases, were as follows:
(in thousands) 2026 2027 2028 2029 2030 Thereafter Total
Debt principal $ 287,530 $ 1,179,896 $ 132,050 $ 1,093,356 $ 1,987,196 $ 3,119,180 $ 7,799,208
Interest expense (excluding interest income) during 2025, 2024, and 2023 on the Company’s debt, including finance leases and interest rate swap contracts presented within interest expense, net, was $ 470 million, $ 451 million, and $ 586 million, respectively.
8. DERIVATIVE FINANCIAL INSTRUMENTS
The Company's derivative financial instruments primarily consist of interest rate swap contracts, which were entered into with the objective of managing exposure to variability in interest rates on the Company’s variable rate debt. SOFR is the applicable benchmark for all of the Company’s interest rate swap contracts. All interest rate swap contracts are reported at fair value in the Consolidated Balance Sheets. Derivative instruments designated as cash flow hedges were highly effective at inception and are expected to continue to be highly effective.
For interest rate swap contracts that are:
• Not designated as cash flow hedges: Unrealized gains and losses are recognized in interest expense, net, and other income (expense) depending on the nature of the underlying.
• Designated as cash flow hedges: Unrealized gains and losses are recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into interest expense, net, in the same period in which the related interest on debt affects earnings.
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For interest rate swap contracts that have been de-designated as cash flow hedges and for which forecasted cash flows are:
• Probable or reasonably possible of occurring: Unrealized gains and losses previously recognized as a component of AOCI are reclassified into interest expense, net, in the same period in which the related interest on variable-rate debt affects earnings through the original maturity date of the related interest rate swap contracts.
• Probable of not occurring: Unrealized gains and losses previously recognized as a component of AOCI are immediately reclassified into interest expense, net.
Cash flows associated with the Company’s derivatives are reflected as follows:
• Operating activities: Includes cash flows associated with the Company’s interest rate swap contracts that are designated as cash flow hedges.
• Investing activities: Includes cash flows associated with the Company’s interest rate swap contracts that were entered into with the intention of offsetting the economic overhedged position of a portion of the Company’s existing interest rate swaps.
• Financing activities: Includes cash flows associated with the Company’s interest rate swap contracts that included an other-than-insignificant financing element at inception.
(in thousands) December 31,
Execution Maturity Designation 2025 2024
October 2019 (1)(2)
September 2026 Not designated $ 2,800,000 $ 2,800,000
March 2023 March 2028 Not designated 100,000 100,000
April 2023 March 2028 Not designated 200,000 200,000
December 2023 (2)
September 2026 Not designated 700,000 700,000
June 2025 (3)
March 2032
Cash flow hedge
550,000 —
July 2025 (3)
March 2032
Cash flow hedge
500,000 —
July 2025 March 2032
Not designated 100,000 —
September 2025 (4)
October 2030
Cash flow hedge
200,000 —
October 2025 (3)
December 2030
Cash flow hedge
100,000 —
October 2025 (3)
March 2032 Cash flow hedge
200,000 —
October 2025 (4)
December 2027 Cash flow hedge
1,400,000 —
Total notional amount $ 6,850,000 $ 3,800,000
___________________
(1) These swaps contain an other-than-insignificant financing element due to their off-market terms at the inception. Prior to March 2020, these swaps were designated as cash flow hedges.
(2) The December 2023 swaps were entered into to offset the excess notional interest rate swaps as a result of the partial redemption of the then outstanding First Lien Term Loan B due 2026 in connection with the Commercial Divestiture. The changes in fair value associated with these swaps and a portion of the October 2019 swaps are reflected in other income (expense).
(3) These swaps were entered into to hedge the interest rate variability on the Company’s First Lien Term Loan B-2 due 2032 or its direct replacement.
(4) These forward-starting swaps were entered into to hedge the interest rate variability on the Company’s First Lien Term Loan B due 2030 or its direct replacement with the swap settlement periods commencing in September 2026.
Classification and Fair Value
December 31,
Balance Sheet Classification (in thousands)
2025 2024
Prepaid expenses and other current assets $ 38,264 $ 56,164
Other assets 3,722 54,102
Accrued expenses and other current liabilities ( 1,044 ) ( 1,466 )
Other liabilities ( 3,187 ) ( 208 )
Fair value of interest rate swaps - net asset (liability) $ 37,755 $ 108,592
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unrealized Gains (Losses)
Years Ended December 31,
Statement of Operations Classification (in thousands)
2025 2024 2023
Interest expense, net
$ ( 55,984 ) $ ( 27,164 ) $ ( 22,174 )
Other income (expense)
$ ( 15,461 ) $ ( 17,996 ) $ ( 16,511 )
Changes in and Reclassifications out of AOCI
(in thousands)
Balance as of December 31, 2022 $ ( 45,513 )
Pre-tax current period change 42,295
Income tax benefit (expense) ( 10,166 )
Balance as of December 31, 2023 ( 13,384 )
Pre-tax current period change 7,921
Income tax benefit (expense) ( 1,913 )
Balance as of December 31, 2024 ( 7,376 )
Pre-tax current period change 7,323
Income tax benefit (expense) ( 1,766 )
Balance as of December 31, 2025 $ ( 1,819 )
During 2023, the Company recorded $ 25 million to interest expense, net associated with the reclassification from AOCI of historical losses related to the de-designated interest rate swaps for which the cash flows were probable of not occurring as a result of the partial redemption of the Company’s then outstanding First Lien Term Loan B due 2026.
As of December 31, 2025, AOCI associated with previously designated cash flow hedges that is estimated to be reclassified to interest expense, net, within the next twelve months is not material.
9. INCOME TAXES
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the recognition of revenue and expenses for income tax and financial reporting purposes and between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. The Company records the effect of a tax rate or law change on the Company’s deferred tax assets and liabilities in the period of enactment.
The amounts and related disclosures below are based on the continuing operations of the Company, unless otherwise noted.
Components of Income Before Taxes
Years Ended December 31,
(in thousands) 2025 2024 2023
United States $ 830,266 $ 808,476 $ 601,370
Foreign 3,546 6,694 3,013
Income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee $ 833,812 $ 815,170 $ 604,383
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ADT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Components of Income Tax Benefit (Expense) (1)
Years Ended December 31,
(in thousands) 2025 2024 2023
Current:
Federal $ ( 52,668 ) $ 1,027 $ ( 358 )
State ( 35,746 ) ( 13,829 ) ( 57,024 )
Foreign ( 1,156 ) ( 2,096 ) ( 923 )
Current income tax benefit (expense) ( 89,570 ) ( 14,898 ) ( 58,305 )
Deferred:
Federal ( 127,530 ) ( 105,711 ) ( 136,457 )
State ( 14,505 ) ( 33,702 ) 11,704
Foreign ( 155 ) ( 170 ) ( 194 )
Deferred income tax benefit (expense) ( 142,190 ) ( 139,583 ) ( 124,947 )
Total income tax benefit (expense)
$ ( 231,760 ) $ ( 154,481 ) $ ( 183,252 )
___________________
(1) The components of tax benefit (expense) include both continuing and discontinued operations for all periods presented in accordance with Accounting Standards Codification (“ASC”) 740. This presentation is to reflect the Company’s tax structure and filings.
Income tax benefit (expense) is included in the Consolidated Statements of Operations as follows:
Years Ended December 31,
(in thousands) 2025 2024 2023
Continuing Operations:
Federal
$ ( 181,437 )
State
( 50,546 )
Foreign
( 1,311 )
Continuing operations (1)
$ ( 233,294 ) $ ( 195,780 ) $ ( 160,585 )
Discontinued operations 1,534 41,299 ( 22,667 )
Total income tax benefit (expense)
$ ( 231,760 ) $ ( 154,481 ) $ ( 183,252 )
___________________
(1) The components of income tax benefit (expense) from continuing operations are only required for the year ended December 31, 2025 due to the Company’s adoption of ASU 2023-09 on a prospective basis.
Effective Tax Rate Reconciliations
Year Ended December 31, 2025 (1)
Amount ($) Percent (%)
U.S. federal statutory tax rate
$ 175,101 21.0 %
State and local income taxes, net of federal income tax effects (2)
39,993 4.8 %
Foreign tax effects
1,330 0.2 %
Tax Credits
( 1,452 ) ( 0.2 ) %
Nontaxable or nondeductible items
10,673 1.3 %
Changes in unrecognized tax benefits
6,408 0.8 %
Other adjustments
1,241 0.1 %
Income tax expense (benefit) and effective tax rate
$ 233,294 28.0 %
___________________
(1) The Company adopted ASU 2023-09 effective January 1, 2025, on a prospective basis, which is reflected in the table above.
(2) The following state taxes made up the majority (greater than 50%) of the tax effect in this category: California, Florida, New York, New Jersey, Illinois.
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Years Ended December 31,
2024 2023
Statutory federal tax rate 21.0 % 21.0 %
State income taxes, net of federal benefits 5.4 % 6.1 %
Non-U.S. tax 0.3 % 0.2 %
Non-deductible and non-taxable charges
0.8 % 1.0 %
Unrecognized tax benefits ( 4.0 ) % ( 1.0 ) %
Share-based compensation 0.1 % — %
Non-deductible goodwill on dispositions — % 0.7 %
Federal credits 0.1 % ( 0.6 ) %
Acquisitions and dispositions 1.2 % ( 0.9 ) %
Legislative changes ( 0.4 ) % 0.6 %
Prior year return adjustments ( 0.6 ) % ( 0.6 ) %
Other 0.1 % 0.1 %
Effective tax rate 24.0 % 26.6 %
Income Taxes Paid (Net of Refunds Received)
Year Ended December 31,
(in thousands) 2025
Federal $ 105,500
State 35,259
Foreign 1,409
Total (1)
$ 142,168
___________________
(1) The Company adopted ASU 2023-09, effective January 1, 2025, on a prospective basis, which is reflected in the table above.
Deferred Tax Assets and Deferred Tax Liabilities
The components of the Company's net deferred tax assets (liabilities) were as follows:
December 31,
(in thousands) 2025 2024
Deferred tax assets:
Accrued liabilities and reserves $ 94,183 $ 94,084
Tax loss and credit carryforwards 37,579 75,927
Disallowed interest carryforward 177,546 230,048
Deferred revenue 184,415 218,639
Other 64,051 91,892
Total deferred tax assets 557,774 710,590
Valuation allowance ( 12,264 ) ( 12,264 )
Deferred tax assets, net of valuation allowance $ 545,510 $ 698,326
Deferred tax liabilities:
Subscriber system assets $ ( 707,458 ) $ ( 757,046 )
Intangible assets ( 1,063,710 ) ( 1,051,499 )
Other ( 41,095 ) ( 56,994 )
Total deferred tax liabilities ( 1,812,263 ) ( 1,865,539 )
Net deferred tax assets (liabilities) $ ( 1,266,753 ) $ ( 1,167,213 )
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The valuation allowance for deferred tax assets relates to the uncertainty of the utilization of certain U.S. federal and state deferred tax assets. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, which includes its past operating results, the existence of cumulative losses in the most recent years, and its forecast of future taxable income. In estimating future taxable income, the Company develops assumptions related to the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage its underlying businesses. The Company believes that it is more-likely-than-not that it will generate sufficient future taxable income to realize its deferred tax assets, net of valuation allowance.
The changes in the valuation allowance for deferred tax assets were as follows:
Years Ended December 31,
(in thousands) 2025 2024 2023
Beginning balance $ ( 12,264 ) $ ( 12,264 ) $ ( 57,715 )
Income tax benefit (expense) (1)
— — 43,277
Write-offs and other
— — 2,174
Ending balance $ ( 12,264 ) $ ( 12,264 ) $ ( 12,264 )
__________________
(1) During 2023, the change is primarily related to the utilization of capital loss carryforwards against which a valuation allowance was previously recorded. The utilization is attributable to capital gains generated in connection with the Commercial Divestiture.
As of December 31, 2025, the Company has no remaining financial statement federal net operating loss (“NOL”) carryforwards.
As of December 31, 2025, the Company’s valuation allowance for deferred tax assets was primarily related to capital loss carryforwards in Canada primarily generated in connection with the sale of ADT Canada during 2019.
The Tax Cuts and Jobs Act of 2017 introduced IRC Section 163(j), which limits the deductibility of interest expense and allows for the excess to be carried forward indefinitely. As of December 31, 2025, the Company has not recorded a valuation allowance against the disallowed interest carryforward as the Company believes it has sufficient sources of future taxable income to realize the related tax benefit.
Unrecognized Tax Benefits
The Company recognizes positions taken or expected to be taken in a tax return in the consolidated financial statements when it is more-likely-than-not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company records liabilities for positions that have been taken but do not meet the more-likely-than-not recognition threshold. The Company adjusts the liabilities for unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a change to the estimated liabilities. The Company includes interest and penalties associated with unrecognized tax benefits as income tax expense and as a component of the recorded balance of unrecognized tax benefits, which is reflected in other liabilities, or net of related tax loss carryforwards in the Consolidated Balance Sheets. Interest and penalties associated with unrecognized tax benefits were not material to the Company's consolidated financial statements for the periods presented.
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The following is a roll-forward of unrecognized tax benefits:
Years Ended December 31,
(in thousands) 2025 2024 2023
Beginning balance $ 24,606 $ 48,823 $ 56,177
Additions for tax positions of prior years 17,715 9,933 517
Reductions for tax positions of prior years — ( 5,108 ) —
Additions for tax positions related to current year 15,057 — —
Reductions related to settlements ( 517 ) — —
Reductions related to lapse of statute of limitation — ( 29,042 ) ( 7,871 )
Ending balance $ 56,861 $ 24,606 $ 48,823
Unrecognized tax benefits that would affect the effective tax rate $ 31,398 $ 24,606 $ 48,823
The Company’s unrecognized tax benefits relate to tax years that are subject to audit by the taxing authorities in the U.S. federal, state and local, and foreign jurisdictions. Based on the current tax statutes and status of its income tax audits, the Company does not expect unrecognized tax benefits to change significantly in the next twelve months.
Open Tax Years by Jurisdiction
Jurisdiction Years Open to Audit
Federal 2022 - 2024
State 2019 - 2024
Canada 2021 - 2024
The Company files a consolidated return for its U.S. entities and separate returns for each Canadian entity. These income tax returns are subject to audit by the taxing authorities that may culminate in proposed assessments which may ultimately result in a change to the estimated income taxes.
Federal Tax Legislation
One Big Beautiful Bill Act - The One Big Beautiful Bill Act (the “OBBBA”) was signed into law in July 2025. It includes a broad range of tax reform provisions, some of which were favorable in 2025 to cash taxes. The Company has evaluated the impact of the OBBBA on future periods and determined that the impact on cash taxes will likely be neutral.
10. EQUITY
Common Stock and Class B Common Stock
The Company has two classes of common stock, Common Stock and Class B Common Stock, both of which entitle stockholders to one vote for each share of Common Stock.
All 54,744,525 outstanding shares of the Company’s Class B Common Stock are held by Google LLC (“Google”). Each share of Class B Common Stock has equal status and rights to dividends as a share of Common Stock. The holders of Class B Common Stock have one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally; provided, however, that holders of Class B Common Stock, as such, are not entitled to vote on the election, appointment, or removal of directors of the Company. Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder thereof, at any time following the earlier of (i) the expiration or early termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, or (ii) to the extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock.
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Google Investor Rights Agreement
In connection with the issuance of the Class B Common Stock, the Company and Google entered into an Investor Rights Agreement (the “Google Investor Rights Agreement”), pursuant to which Google agreed to be bound by customary transfer restrictions and drag-along rights, and be afforded customary registration rights with respect to shares of Class B Common Stock held directly by Google. Under the terms of the Google Investor Rights Agreement, as amended in December 2023, Google was prohibited, subject to certain exceptions, from transferring any shares of Class B Common Stock or any shares of Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by Google, which ended in June 2025.
Share Repurchases
The Company’s share repurchase plans, as defined below, 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. The Company was not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases depended on legal requirements, market conditions, stock price, the availability of the safe harbor provided by Rule 10b-18 under the Exchange Act, alternative uses of capital, and other factors.
2024 Share Repurchase Plan
In January 2024, the Company's Board of Directors announced a share repurchase plan (the “2024 Share Repurchase Plan”), pursuant to which the Company was authorized to repurchase, through January 29, 2025 up to a maximum aggregate amount of $ 350 million of shares of the Company's Common Stock. The 2024 Share Repurchase Plan expired in January 2025 with $ 5 million authorized repurchases remaining.
• In March 2024, the Company repurchased and subsequently retired 15 million shares of its Common Stock for $ 93 million (or $ 6.22 per share) in connection with an offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information.
• In October 2024, the Company repurchased and subsequently retired 16 million shares at a price per share of approximately $ 7.20 for an aggregate purchase price of $ 115 million in connection with an offering of the Company’s Common Stock.
• In October 2024, the Company repurchased and subsequently retired 5 million shares of Common Stock from a non-affiliate individual at a price per share of $ 6.40 for an aggregate purchase price of $ 32 million.
• The Company entered into an agreement in December 2024 to repurchase 15 million shares of Common Stock from a non-affiliate individual at a price per share of $ 6.95 for a total of $ 104 million. The transaction settled in January 2025, and the Company retired the shares.
2025 Share Repurchase Plan
In February 2025, the Company’s Board of Directors announced a new share repurchase plan (the “2025 Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $ 500 million of shares of the Company’s Common Stock. As of December 31, 2025, the Company had no authorized amounts remaining under the 2025 Share Repurchase Plan.
• In March 2025, the Company repurchased, and subsequently retired, 20 million shares of its Common Stock for $ 152 million (or $ 7.62 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information.
• In March 2025, the Company repurchased, and subsequently retired, an additional 18 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for $ 140 million (or $ 7.79 per share).
• Throughout the second quarter of 2025, the Company repurchased, and subsequently retired, 12 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 96 million (or $ 8.14 per share).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
• In July 2025, the Company repurchased, and subsequently retired, 11 million shares of its Common Stock for $ 93 million (or $ 8.31 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information.
• In July 2025, the Company repurchased, and subsequently retired, an additional 2 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 19 million (or $ 8.45 per share).
Subsequent Event - 2026 Share Repurchase Plan
On February 20, 2026, the Board of Directors authorized a three-year share repurchase plan (the “2026 Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through April 30, 2029, up to a maximum aggregate amount of $ 1.5 billion of shares of the Company's Common Stock. The 2026 Share Repurchase Plan allows the Company to purchase shares of its 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. The Company is not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases will depend on legal requirements, market conditions, stock price, the availability of certain safe harbors provided under the Exchange Act, alternative uses of capital, and other factors.
State Farm Transaction
State Farm Investor Rights Agreement
In October 2022, the Company and State Farm entered into an Investor Rights Agreement (the “State Farm Investor Rights Agreement”), pursuant to which the Board of Directors of the Company increased its size by one director and appointed a designee of State Farm as a member of the Board of Directors.
Pursuant to the terms of the State Farm Investor Rights Agreement, State Farm was bound by customary transfer and standstill restrictions and drag-along rights, and be afforded customary registration rights with respect to the State Farm Shares. In particular, State Farm (a) was prohibited, subject to certain customary exceptions, from transferring any of the State Farm Shares until the earlier of (i) October 13, 2025, and (ii) the date on which the development agreement with State Farm (the “State Farm Development Agreement”) has been validly terminated, other than in the event of termination by the Company for a material breach thereof by State Farm, and (b) will be subject to certain standstill restrictions, including that State Farm will be restricted from acquiring additional equity securities of the Company if such acquisition would result in State Farm (and its affiliates) acquiring beneficial ownership in excess of 18 % of the issued and outstanding Common Stock, taking into account on an as-converted basis the issued and outstanding Class B Common Stock, until five days after the date that no designee of State Farm serves on the Board of Directors and State Farm has no rights (or has irrevocably waived its right) to nominate a designee to the Board of Directors. Notwithstanding the standstill restrictions described above, State Farm will not be restricted from acquiring shares of Common Stock or other equity securities of the Company from Prime Security Services TopCo Parent, L.P. and its affiliates so long as State Farm and its affiliates would not, subject to certain exceptions, beneficially own in excess of 25 % of the issued and outstanding Common Stock, taking into account on an as-converted basis the issued and outstanding Class B Common Stock, as a result of such acquisition.
In addition, under the terms of the State Farm Investor Rights Agreement, in the event that the Company proposes to issue and sell shares of Common Stock, Class B Common Stock, or other equity securities of the Company to certain homeowners’ insurance and reinsurance companies, State Farm will have a right of first refusal with respect to such proposed issuance and sale on the same terms and conditions (the “ROFR”). The ROFR will terminate upon the earliest to occur of (i) State Farm and its permitted transferees no longer collectively owning shares of Common Stock equal to at least 50 % of the State Farm Shares; (ii) the termination of the State Farm Development Agreement by the Company for a material breach by State Farm; and (iii) to the extent that the State Farm Development Agreement does not remain in effect on such date, the five (5) year anniversary of the Closing.
State Farm Development Agreement
At the Closing, the Company, ADT LLC (an indirect wholly owned subsidiary of the Company), and State Farm entered into the State Farm Development Agreement pursuant to which State Farm committed up to $ 300 million to an Opportunity Fund that funded certain product and technology innovation, customer growth, and marketing initiatives that were agreed on between State Farm and the Company.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Additionally at the Closing, the Company received $ 100 million of the Opportunity Fund, which was restricted until such time as the Company used the funds in accordance with the State Farm Development Agreement. The Company’s use of the funds was also subject to approval by State Farm. The Company recorded the cash received from the Opportunity Fund as restricted cash and a corresponding liability, which was reflected in accrued expenses and other current liabilities.
The State Farm Development Agreement expired on October 13, 2025. On October 24, 2025, the Company repaid to State Farm substantially all of the balance of the Opportunity Fund held by the Company. State Farm has no obligation to fund the Opportunity Fund in the future. In addition, the Company ended its State Farm partnership programs in existing states in connection with the expiration of the State Farm Development Agreement.
Refer to Note 16 “Related Party Transactions” for more information on the Opportunity Fund.
Dividends
Stockholders are entitled to receive dividends when, as, and if declared by the Company’s Board of Directors out of funds legally available for that purpose.
(in thousands, except per share data)
Common Stock Class B Common Stock
Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate
Year Ended December 31, 2025
2/27/25 3/13/25 4/3/25 $ 0.055 $ 44,175 $ 0.055 $ 3,011
4/24/25 6/12/25 7/8/25 0.055 42,884 0.055 3,011
7/24/25 9/11/25 10/2/25 0.055 42,080 0.055 3,011
11/4/25 12/11/25 1/8/26 0.055 42,086 0.055 3,011
Total $ 0.220 $ 171,225 $ 0.220 $ 12,044
Year Ended December 31, 2024
1/24/24 3/14/24 4/4/24 $ 0.055 $ 47,059 $ 0.055 $ 3,011
4/25/24 6/13/24 7/9/24 0.055 47,137 0.055 3,011
8/1/24 9/13/24 10/4/24 0.055 47,146 0.055 3,011
10/24/24 12/12/24 1/9/25 0.055 46,012 0.055 3,011
Total $ 0.220 $ 187,354 $ 0.220 $ 12,044
During 2023, the Company declared aggregate dividends of $ 0.14 per share on Common Stock ($ 121 million) and $ 0.14 per share on Class B Common Stock ($ 8 million).
Subsequent Event - On March 2, 2026, the Company announced a dividend of $ 0.055 per share to holders of Common Stock and Class B Common Stock of record on March 12, 2026, which will be distributed on or about April 2, 2026.
Accumulated Other Comprehensive Income (Loss)
Refer to Note 8 “Derivative Financial Instruments” for AOCI reclassifications associated with cash flow hedges. Other changes in AOCI, which primarily relate to the Company’s defined benefit pension plans, were not material.
11. SHARE-BASED COMPENSATION
The Company grants share-based compensation awards to participants under the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”). Share-based compensation expense is recognized in the Consolidated Statements of Operations as follows:
Years Ended December 31,
( in thousands )
2025 2024 2023
Selling, general, and administrative expenses
$ 54,553 $ 48,745 $ 38,626
Income (loss) from discontinued operations, net of tax
— ( 132 ) 12,511
Total share-based compensation expense
$ 54,553 $ 48,613 $ 51,137
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The Company modified certain share-based compensation awards which resulted in additional share-based compensation expense of $ 11 million and $ 13 million in 2025 and 2024, respectively, associated with these modifications.
The following discussion of the Company’s share-based compensation awards includes awards related to continuing and discontinued operations, unless otherwise noted.
2016 Plan
As of December 31, 2025, the Company is authorized to issue no more than approximately 5 million shares of Common Stock by the exercise or vesting of granted awards under the 2016 Plan. The Company does not expect to issue additional awards under the 2016 Plan. Unrecognized share-based compensation expense as of December 31, 2025 and share-based compensation expense for awards granted under the 2016 Plan were not material during the periods presented.
Distributed Shares and Class B Unit Redemption
In connection with the IPO, each holder of Class B awards (“Class B Units”), which were issued to certain participants by Ultimate Parent prior to the IPO, had their entire Class B interest in Ultimate Parent redeemed for the number of shares of the Company’s Common Stock (the “Distributed Shares”) that would have been distributed to such holder under the terms of Ultimate Parent’s operating agreement in a hypothetical liquidation on the date and price of the IPO (the “Class B Unit Redemption”).
The Class B Unit Redemption resulted in a modification of the Class B Units, whereby each holder received both vested and unvested Distributed Shares in the same proportion as the holder’s vested and unvested Class B Units held immediately prior to the IPO. As a result of the Class B Unit Redemption, holders of Class B Units received a total of 20.6 million shares of the Company’s Common Stock, of which 50 % were subject to the same vesting conditions under the Class B Unit Service Tranche (the “Distributed Shares Service Tranche”), which were subject to ratable service-based vesting over a five-year period, and 50 % were subject to the same vesting conditions under the Class B Unit Performance Tranche (the “Distributed Shares Performance Tranche”), which were based on the achievement of certain investment return thresholds by Apollo. The Distributed Shares also have certain other restrictions pursuant to the terms and conditions of the Company’s Amended and Restated Management Investor Rights Agreement (the “MIRA”). The MIRA was terminated in June 2025.
During 2025, certain of the Distributed Shares were modified in a manner that resulted in such awards immediately vesting. As of December 31, 2025, there were approximately 3.6 million Distributed Shares unvested and outstanding.
2018 Plan
In January 2018, the Company approved the 2018 Plan, which became effective upon consummation of the IPO. As of December 31, 2025, the 2018 Plan, as amended, authorizes the issuance of no more than approximately 138 million shares of Common Stock by the exercise or vesting of granted awards, which are generally stock options and restricted stock units (“RSUs”). The Company satisfies the exercise of options and the vesting of RSUs through the issuance of authorized but previously unissued shares of Common Stock.
Awards issued under the 2018 Plan include retirement provisions that allow awards to continue to vest in accordance with the granted terms in its entirety or on a pro-rata basis when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the date of grant. Accordingly, share-based compensation expense for service-based awards is recognized on a straight-line basis over the vesting period, or on an accelerated basis for retirement-eligible participants where applicable. The Company accounts for forfeitures as they occur.
Top-up Options
In connection with the Class B Unit Redemption in 2018, the Company granted 12.7 million options to holders of Class B Units (the “Top-up Options”). The Top-up Options have an exercise price equal to the IPO price per share of the Company’s Common Stock, as adjusted in accordance with 2018 Plan provisions, and a contractual term of ten years from the grant date. Similar to the vesting conditions outlined above for the Distributed Shares, the Top-up Options contain a tranche subject to service-based vesting (the “Top-up Options Service Tranche”) and a tranche subject to vesting based upon the achievement of certain investment return thresholds by Apollo (the “Top-up Options Performance Tranche”). Recipients of the Top-up Options received both vested and unvested Top-up Options in the same proportion as the vested and unvested Class B Units held immediately prior to the IPO and Class B Unit Redemption. The Top-up Options vesting conditions are the same as those attributable to the Distributed Shares, including the condition that accelerated vesting of the unvested options in the Top-up
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Options Service Tranche causing them to become fully vested six months from the IPO. Any shares of the Company’s Common Stock acquired upon exercise of the Top-up Options will be subject to the terms of the MIRA.
The following table summarizes activity related to the Top-up Options:
Service Tranche Performance Tranche
Number of Top-up Options Weighted-Average Exercise Price Number of Top-up Options Weighted-Average Exercise Price Aggregate Intrinsic Value (1)
(in thousands)
Weighted-Average Remaining Contractual Term
(Years)
Outstanding as of December 31, 2024 5,955,254 $ 13.30 5,624,601 $ 13.30
Exercised — — — —
Forfeited — — — —
Outstanding as of December 31, 2025 5,955,254 $ 13.30 5,624,601 $ 13.30 — 2.0
Exercisable as of December 31, 2025 (2)
5,955,254 $ 13.30 3,528,647 $ 13.30 — 2.0
________________________
(1) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2025.
(2) During 2025, certain of the performance tranche of the Top-up Options were modified in a manner that resulted in such awards immediately vesting and becoming exercisable.
Options
Options granted under the 2018 Plan are primarily service-based awards that vest over a three-year period from the date of grant, have an exercise price equal to the closing price per share of the Company’s Common Stock on the date of grant, as adjusted in accordance with 2018 Plan provisions, and have a contractual term of ten years from the date of grant.
During 2025 and 2024, the weighted-average grant date fair value for options granted during each year was $ 2.66 and $ 2.56 , respectively. No options were granted under the 2018 Plan during 2023.
The Company used a binomial lattice model to determine the grant date fair value for options granted in 2025 based on the following assumptions:
Years Ended December 31,
2025 2024
Expected exercise term (years)
6 - 7
7
Expected volatility (1)
41.7 % - 42.3 %
49.9 %
Expected dividend yield (2)
2.8 % - 2.9 %
3.4 %
Risk-free interest rate (3)
4.2 % - 4.2 %
4.0 %
________________________
(1) Estimated using historical and implied stock price volatility of the Company.
(2) Calculated by taking the annual dividend run-rate and dividing by the stock price at date of grant.
(3) Based on the U.S. Treasury yield curve.
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The following table summarizes activity related to 2018 Plan options during 2025:
Number of Options Weighted-Average Exercise Price Aggregate Intrinsic Value (1)
(in thousands)
Weighted-Average Remaining Contractual Term
(Years)
Outstanding as of December 31, 2024 21,249,710 $ 6.77
Granted 8,662,363 7.61
Exercised ( 3,085,069 ) 6.25
Forfeited ( 1,654,525 ) 8.12
Outstanding as of December 31, 2025 25,172,479 $ 6.97 $ 36,267 6.3
Exercisable as of December 31, 2025 13,360,516 $ 6.73 $ 26,499 4.1
________________________
(1) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2025.
Cash received from the exercise of stock options was $ 19 million during 2025, and not material during 2024 and 2023.
The intrinsic value of options exercised was $ 6 million during 2025 and was not material during 2024 and 2023.
Share-based compensation expense associated with options granted under the 2018 Plan was $ 17 million, $ 11 million, and $ 1 million during 2025, 2024, and 2023, respectively.
As of December 31, 2025, unrecognized compensation cost related to options was $ 8 million.
Restricted Stock Units
RSUs granted under the 2018 Plan are primarily service-based awards with a three-year graded vesting period from the date of grant. The fair value is equal to the closing price per share of the Company’s Common Stock on the date of grant.
Additionally, RSUs entitle the holder to dividend equivalent units (“DEUs”), which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs. DEUs are charged against accumulated deficit when dividends are paid.
The following table summarizes activity related to the 2018 Plan RSUs (including DEUs) during 2025:
Number of RSUs Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2024 8,264,015 $ 7.14
Granted 4,214,266 7.69
Vested ( 3,641,618 ) 7.36
Forfeited ( 854,723 ) 6.95
Unvested as of December 31, 2025 7,981,940 $ 7.31
The weighted-average grant date fair value of RSU’s granted during 2024 and 2023 was $ 6.65 and $ 7.56 , respectively.
During 2025, 2024, and 2023, total share-based compensation expense associated with RSUs granted under the 2018 Plan was $ 27 million, $ 25 million, and $ 47 million, respectively, the majority of which relates to the Company’s continuing operations.
During 2025, 2024, and 2023, the fair value of RSUs (including DEUs) that vested and converted to shares of Common Stock on their respective vesting dates was approximately $ 33 million, $ 34 million, and $ 56 million, respectively.
As of December 31, 2025, unrecognized compensation cost related to RSUs granted under the 2018 Plan was $ 25 million, which will be recognized over a period of approximately 1.7 years.
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Other
Subsequent event - In connection with the Origin AI Acquisition, the Board of Directors approved a grant of RSUs (the “Origin AI Retention Awards”) as a material inducement for certain key employees of Origin AI to remain employed with the Company following the acquisition. The Company filed a registration statement on Form S-8, which registers 8.1 million shares of Common Stock that are issuable upon vesting and settlement of the Origin AI Retention Awards.
12. EARNINGS PER SHARE
The Company applies the two-class method for computing and presenting earnings per share for each class of common stock, which allocates current period income (losses) to each class of common stock and participating securities based on dividends declared and participation rights in the remaining undistributed earnings or losses.
Basic earnings per share is computed by dividing the income (losses) allocated to each class of common stock by the related weighted-average number of shares outstanding during the period. Diluted earnings per share gives effect to all securities representing potential common shares that were dilutive and outstanding during the period for each class of common stock and excludes potentially dilutive securities whose effect would have been anti-dilutive.
Common Stock
Potential shares of Common Stock include (i) incremental shares related to the vesting or exercise of share-based compensation awards, warrants, and other options to purchase additional shares of the Company’s Common Stock calculated using the treasury stock method and (ii) incremental shares of Common Stock issuable upon the conversion of Class B Common Stock.
Years Ended December 31,
(in thousands, except per share amounts) 2025 2024 2023
Allocation of income (loss) from continuing operations - basic
$ 560,977 $ 581,980 $ 423,503
Dilutive effect (1)
13,988 13,671 8,885
Allocation of income (loss) from continuing operations - diluted
$ 574,965 $ 595,651 $ 432,388
Allocation of income (loss) from discontinued operations, net of tax - basic $ ( 4,267 ) $ ( 111,197 ) $ 11,885
Dilutive effect (1)
— — —
Allocation of income (loss) from discontinued operations, net of tax - diluted $ ( 4,267 ) $ ( 111,197 ) $ 11,885
Weighted-average shares outstanding - basic 777,822 846,521 856,843
Dilutive effect (1)
63,354 62,179 62,306
Weighted-average shares outstanding - diluted 841,176 908,700 919,149
Income (loss) from continuing operations per share - basic
$ 0.72 $ 0.69 $ 0.49
Income (loss) from continuing operations per share - diluted
$ 0.68 $ 0.66 $ 0.47
Income (loss) from discontinued operations, net of tax, per share - basic
$ ( 0.01 ) $ ( 0.13 ) $ 0.01
Income (loss) from discontinued operations, net of tax, per share - diluted
$ ( 0.01 ) $ ( 0.12 ) $ 0.01
________________
(1) Includes conversion of Class B Common Stock. 21 million, 20 million, and 17 million potential shares of Common Stock were excluded during 2025, 2024, and 2023, respectively, from the diluted earnings per share calculations because their effects would have been anti-dilutive.
The basic and diluted earnings per share computations for Common Stock exclude approximately 4 million, 7 million, and 9 million unvested shares during 2025, 2024, and 2023, respectively, as their vesting is contingent upon achievement of certain performance requirements which had not been met during the respective periods.
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Class B Common Stock
Years Ended December 31,
(in thousands, except per share amounts) 2025 2024 2023
Allocation of income (loss) from continuing operations - basic
$ 39,541 $ 37,410 $ 26,867
Dilutive effect (1)
( 1,944 ) ( 1,627 ) ( 1,221 )
Allocation of income (loss) from continuing operations - diluted
$ 37,597 $ 35,783 $ 25,646
Allocation of income (loss) from discontinued operations, net of tax - basic $ ( 300 ) $ ( 7,140 ) $ 754
Dilutive effect (1)
— — —
Allocation of income (loss) from discontinued operations, net of tax - diluted
$ ( 300 ) $ ( 7,140 ) $ 754
Weighted-average shares outstanding - basic 54,745 54,745 54,745
Dilutive effect (1)
— — —
Weighted-average shares outstanding - diluted 54,745 54,745 54,745
Income (loss) from continuing operations per share - basic
$ 0.72 $ 0.69 $ 0.49
Income (loss) from continuing operations per share - diluted
$ 0.68 $ 0.66 $ 0.47
Income (loss) from discontinued operations, net of tax, per share - basic
$ ( 0.01 ) $ ( 0.13 ) $ 0.01
Income (loss) from discontinued operations, net of tax, per share - diluted
$ ( 0.01 ) $ ( 0.12 ) $ 0.01
________________
(1) There were no potential shares of Class B Common Stock during the periods presented.
13. COMMITMENTS AND CONTINGENCIES
Contractual Obligations
The Company’s contractual obligations for goods or services entered into in the ordinary course of business, including agreements that are enforceable and legally binding and have a remaining term in excess of one year, primarily consist of information technology services and equipment, including investments in the Company’s information technology infrastructure and telecommunication services, and direct materials.
The following table provides the Company’s contractual obligations (excluding the Google agreements discussed separately below) as of December 31, 2025 (in thousands) :
2026 2027 2028 2029 Thereafter Total
$ 273,447 $ 86,684 $ 69,714 $ 18,286 $ — $ 448,131
Google Commercial Agreement
In July 2020, the Company and Google LLC (“Google”) entered into a Master Supply, Distribution, and Marketing Agreement (as amended, the “Google Commercial Agreement”), pursuant to which, among other things, each party shall contribute $ 150 million towards joint marketing, customer acquisition, training of the Company’s employees, and product technology updates related to the Google Devices and Services. In August 2022, the Company and Google executed an amendment to the Google Commercial Agreement, pursuant to which Google has agreed to commit an additional $ 150 million to fund growth, data and insights, product innovation and technology advancements, customer acquisition, and marketing, as mutually agreed by the Company and Google, (together with the initial amounts, the “Google Success Funds”). As of December 31, 2025, the Company had incurred approximately $ 100 million related to the initiatives funded from the initial segment of the Google Success Funds.
The Company was reimbursed $ 30 million for each of the years 2025 and 2024 and $ 40 million for 2023 from the Google Success Funds, primarily for certain joint marketing and customer acquisition expenses incurred by the Company; substantially all of the reimbursement was recorded as a reduction to advertising expenses.
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Google Cloud Agreement Addendum
In December 2023, the Company and Google entered into an addendum to the Company’s existing agreement with Google for using Google cloud services (the “Google Cloud Agreement Addendum”), pursuant to which Google has agreed to provide certain credits, discounts, and other incentives for use of the Google Cloud Platform to the Company, and the Company has committed to purchasing $ 200 million of Google Cloud Platform services over seven years (through December 2030), with $ 35 million in the first two years , $ 65 million in the next two years after that, and $ 100 million in the last three years of the commitment. The Company may elect to cancel the commitment in return for a cancellation fee of 30 % of the total remaining commitment amount and loss of any discounts, remaining credits, or other incentives provided under the Google Cloud Agreement Addendum.
As of December 31, 2025, the Company continues to work to meet this commitment.
Guarantees
In the normal course of business, the Company is liable for contract completion and product performance. As of December 31, 2025 and 2024 the Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 48 million and $ 74 million, respectively. The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows.
Legal Proceedings
The Company is subject to various claims and lawsuits in the ordinary course of business, which include among other things commercial general liability claims, automobile liability claims, contractual disputes, worker’s compensation claims, labor law and employment claims, claims related to alleged alarm system failures, claims that the Company infringed on the intellectual property of others, and consumer and employment class actions. The Company is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony, and information in connection with various aspects of its activities.
The Company records accruals for losses that are probable and reasonably estimable. These accruals are based on a variety of factors such as judgment, probability of loss, opinions of internal and external legal counsel, and actuarially determined estimates of claims incurred but not yet reported based upon historical claims experience. Legal costs in connection with claims and lawsuits in the ordinary course of business are expensed as incurred. Additionally, the Company records insurance recovery receivables or other indemnifications from third parties when recovery has been determined to be probable. The Company has not accrued for any losses for which the likelihood of loss cannot be assessed, is less than probable, or the range of possible loss cannot be estimated.
As of December 31, 2025 and 2024, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program, including certain amounts related to discontinued operations, totaled $ 86 million and $ 94 million, respectively. The Company’s accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material.
14. LEASES
Company as Lessee
As part of normal operations, the Company leases real estate, vehicles, and equipment from various counterparties with lease terms and maturities through 2034, primarily through its main operating entity and wholly-owned subsidiary, ADT LLC. For these transactions, the Company applies the practical expedient to not separate the lease and non-lease components and accounts for the combined component as a lease. Additionally, the Company’s right-of-use assets and lease liabilities include leases with initial lease terms of 12 months or less.
The Company’s right-of-use assets and lease liabilities primarily represent lease payments that are fixed at the commencement of a lease and variable lease payments that are dependent on an index or rate. Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable period, including periods in which termination options are reasonably certain of not being exercised and periods in which renewal options are reasonably certain of being exercised. The discount rate is determined using the Company’s incremental borrowing rate coinciding with the lease term at
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the commencement of a lease. The incremental borrowing rate is estimated based on publicly available data for the Company’s debt instruments and other instruments with similar characteristics.
Lease payments that are neither fixed nor dependent on an index or rate and vary because of changes in usage or other factors are included in variable lease costs. Variable lease costs are recorded in the period in which the obligation is incurred and primarily relate to fuel, repair, and maintenance payments as they vary based on the usage of leased vehicles and buildings.
The Company’s leases do not contain material residual value guarantees or restrictive covenants. The Company’s subleases are not material.
Right-of-Use Assets and Lease Liabilities
(in thousands) December 31,
Presentation and Classification: 2025 2024
Operating Current Prepaid expenses and other current assets $ 92 $ 80
Operating Non-current Other assets 83,910 80,768
Finance Non-current Property and equipment, net (1)
41,317 61,827
Total right-of-use assets $ 125,319 $ 142,675
Operating Current Accrued expenses and other current liabilities $ 16,841 $ 18,811
Finance Current Current maturities of long-term debt 22,674 25,593
Operating Non-current Other liabilities 81,290 77,884
Finance Non-current Long-term debt 25,091 43,849
Total lease liabilities $ 145,896 $ 166,137
_________________
(1) Finance lease right-of-use assets are recorded net of accumulated depreciation which was approximately $ 87 million and $ 66 million as of December 31, 2025 and 2024, respectively.
Lease Cost
Years Ended December 31,
( in thousands )
2025 2024 2023
Operating lease cost $ 24,875 $ 27,615 $ 31,756
Finance lease cost:
Amortization of right-of-use assets 22,210 21,661 14,432
Interest on lease liabilities 3,302 4,528 2,466
Variable lease costs 39,884 35,017 36,273
Total lease cost $ 90,271 $ 88,821 $ 84,927
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow and Supplemental Information (1)
Years Ended December 31,
( in thousands )
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating leases:
Operating cash flows $ 27,640 $ 23,574 $ 42,883
Finance Leases:
Operating cash flows $ 3,302 $ 4,686 $ 4,940
Financing cash flows $ 30,209 $ 29,023 $ 43,733
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 22,857 $ 20,127 $ 41,338
Finance leases $ 12,868 $ 35,451 $ 79,273
__________________
(1) Includes both continuing and discontinued operations as applicable.
Lease Term and Discount Rate
December 31,
2025 2024
Weighted-average remaining lease term (years):
Operating leases 5.4 5.4
Finance leases 2.2 2.7
Weighted-average discount rate:
Operating leases 6.2 % 6.2 %
Finance leases 6.2 % 6.1 %
Maturity of Lease Liabilities
December 31, 2025
( in thousands )
Operating Leases Finance Leases
2026 $ 20,026 $ 26,836
2027 24,653 17,851
2028 21,334 4,675
2029 16,592 1,296
2030 11,723 8
Thereafter 23,624 —
Total lease payments (including interest) $ 117,952 $ 50,666
Less interest 19,821 2,901
Total $ 98,131 $ 47,765
Company as Lessor
The Company is a lessor in certain Company-owned transactions as the Company has identified a lease component associated with the right-of-use of the security system and a non-lease component associated with the monitoring and related services.
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For transactions in which (i) the timing and pattern of transfer is the same for the lease and non-lease components, and (ii) the lease component would be classified as an operating lease if accounted for separately, the Company applies the practical expedient to aggregate the lease and non-lease components and accounts for the combined transaction based upon its predominant characteristic, which is the non-lease component. The Company accounts for the combined component as a single performance obligation under the applicable revenue guidance, and recognizes the underlying assets within subscriber system assets, net, in the Consolidated Balance Sheets.
15. RETIREMENT PLANS
Defined Contribution Plans
The Company maintains qualified defined contribution plans, which include 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants’ compensation and was $ 30 million, $ 29 million, and $ 30 million during 2025, 2024, and 2023, respectively.
Multi-employer Plans
The Company participates in certain multi-employer union pension plans, which provide benefits for a group of the Company’s unionized employees. These multi-employer plans, including the Company’s required contributions and any underfunded liabilities under such plans, are not material to the Company’s consolidated financial statements.
Defined Benefit Plans
The Company previously provided a defined benefit pension plan and certain other postretirement benefits to certain employees, which were frozen and were not material to the Company’s consolidated financial statements. During 2023, the Company took actions to terminate the defined benefit pension plan. The termination was effective December 31, 2023, and the wind down of the plan and distribution of assets occurred in the fourth quarter of 2024 through a combination of lump sum cash distributions to certain plan participants and the purchase of non-participating annuity contracts for the remainder of the plan participants, all of which resulted in the full settlement of the Company’s defined benefit pension plan obligations as of December 31, 2024. Cash contributions of approximately $ 8 million were made in 2024 to fully fund the plan and effectuate the settlement. Charges primarily resulting from the write-off of amounts previously recorded in AOCI as well as other expenses associated with the settlement of the Company’s defined benefit pension plan were not material.
Deferred Compensation Plan
The Company maintains a non-qualified supplemental savings and retirement plan, which permits eligible employees to defer a portion of their compensation. Deferred compensation liabilities are primarily reflected in other liabilities and were $ 45 million and $ 34 million as of December 31, 2025 and 2024, respectively. Deferred compensation expense was not material during the periods presented.
16. RELATED PARTY TRANSACTIONS
The Company’s related party transactions primarily relate to products and services received from, or monitoring and related services provided to, other entities affiliated with Apollo, and, from time to time, certain transactions with Apollo or State Farm.
Other than as described below, there were no significant related party transactions during the periods presented.
Apollo
March 2025 Offering and Share Repurchase
During the first quarter of 2025, certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”) sold 70 million shares of the Company’s Common Stock (plus an additional 10.5 million shares at the option of the underwriters) (the “March 2025 Offering”). In connection with the March 2025 Offering, the Company repurchased, and subsequently retired, 20 million shares of its Common Stock under the 2025 Share Repurchase Plan for an aggregate purchase price of $ 152 million (or approximately $ 7.62 per share).
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June 2025 Apollo Sale
During the second quarter of 2025, the Selling Stockholders sold an aggregate of 45 million shares of the Company’s Common Stock in the open market at a price of $ 8.27 per share (the “June 2025 Apollo Sale”). Immediately following the June 2025 Apollo Sale, Apollo owned less than 25 % of the Company’s outstanding Common Stock and, as a result, the Company’s Amended and Restated Management Investor Rights Agreement terminated. The consent rights described in Section 4.1 of the Amended and Restated Stockholders Agreement also terminated following the June 2025 Apollo Sale. Additionally, the margin loan as defined and discussed in the 2024 Annual Report was paid off in full following the June 2025 Apollo Sale.
July 2025 Offering and Share Repurchase
During the third quarter of 2025, the Selling Stockholders sold 71 million shares of the Company’s Common Stock (plus an additional 10.65 million shares at the option of the underwriters) (the “July 2025 Offering”). In connection with the July 2025 Offering, 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).
March 2024 Offering and Share Repurchase
During first quarter of 2024, the Selling Stockholders sold 65 million shares of the Company’s Common Stock (plus an additional 9.75 million shares at the option of the underwriters (the “March 2024 Offering”). In connection with the March 2024 Offering, the Company repurchased, and subsequently retired 15 million shares of its Common Stock under the 2024 Share Repurchase Plan for an aggregate purchase price of $ 93 million (or approximately $ 6.22 per share).
The shares in the above offerings were sold by the Selling Stockholders; and the Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders. In addition, the Company did not pay any underwriting fees, including on behalf of the Selling Stockholders or otherwise.
Other Transactions with Apollo
Other fees incurred to Apollo were not material during the periods presented.
State Farm
State Farm owns more than 10 % of the Company’s issued and outstanding Common Stock, and as a result, is a related party. Please refer to Note 10 “Equity” for additional information.
The State Farm Development Agreement expired on October 13, 2025. On October 24, 2025, the Company repaid to State Farm substantially all of the balance of the Opportunity Fund held by the Company. State Farm has no obligation to fund the Opportunity Fund in the future. In addition, the Company ended its State Farm partnership programs in existing states in connection with the expiration of the State Farm Development Agreement.
As of December 31, 2025, the balance in the portion of the Opportunity Fund held by the Company was not material. As of December 31, 2024 the balance in the portion of the Opportunity Fund held by the Company was $ 85 million.
During 2025 and 2024, payments from the Opportunity Fund were $ 10 million and $ 14 million, respectively. Interest earned on the Opportunity fund was not material.
Fleet Management Agreement
During the second quarter of 2025, the Company entered into an agreement with a vendor affiliated with Apollo for fleet management and related services through 2030. During 2025, the Company incurred net fees to the vendor in the amount of approximately $ 5 million.
Canopy
Prior to the Canopy Termination during 2023, Canopy was considered a related party under GAAP as the Company accounted for its investment under the equity method of accounting. There were no other significant transactions with Canopy during the periods presented. Refer to Note 5 “Equity Method Investments” for additional information.
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Sunlight Financial LLC
In connection with the Company’s former Solar Business, the Company used Sunlight Financial LLC (“Sunlight”), an entity affiliated with Apollo, to access certain loan products. As of December 2023, Sunlight was no longer affiliated with Apollo, and as a result, is no longer a related party.
During 2023, total loans funded by Sunlight were approximately $ 78 million and the Company incurred $ 13 million of financing fees.
Rackspace
The Company incurred fees to Rackspace US, Inc. (“Rackspace”), an entity affiliated with Apollo, for the provision of cloud storage, equipment, and services of $ 4 million and $ 15 million during 2024 and 2023, respectively. The Company did not incur any fees to Rackspace during 2025.
Other Transactions
During 2025, 2024 and 2023, the Company incurred fees for telephone and technology services of approximately $ 1 million, $ 4 million and $ 6 million, respectively, with an entity affiliated with Apollo that became a related party during 2023.
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17. CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ADT INC.
(PARENT COMPANY ONLY)
CONDENSED BALANCE SHEETS
(in thousands)
December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 1,263 $ 1,861
Total current assets 1,263 1,861
Investment in subsidiaries and other assets 5,346,187 4,861,838
Total assets $ 5,347,450 $ 4,863,699
Liabilities and stockholders' equity
Current liabilities:
Dividends payable and other current liabilities $ 51,210 $ 155,472
Total current liabilities 51,210 155,472
Debt due to subsidiaries 564,299 554,954
Other liabilities 953,331 352,472
Total liabilities 1,568,840 1,062,898
Total stockholders' equity 3,778,610 3,800,801
Total liabilities and stockholders' equity $ 5,347,450 $ 4,863,699
The accompanying notes are an integral part of these condensed financial statements
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ADT INC.
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Years Ended December 31,
2025 2024 2023
Selling, general, and administrative expenses $ 1,210 $ 988 $ 520
Merger, restructuring, integration, and other — ( 5 ) ( 1,993 )
Operating income (loss) ( 1,210 ) ( 983 ) 1,473
Interest expense, net ( 9,298 ) ( 9,135 ) ( 8,984 )
Equity in net income (loss) of subsidiaries 606,459 511,171 470,520
Net income (loss) 595,951 501,053 463,009
Other comprehensive income (loss), net of tax 5,478 9,126 31,038
Comprehensive income (loss) $ 601,429 $ 510,179 $ 494,047
Net income (loss) per share - basic:
Common stock $ 0.72 $ 0.56 $ 0.51
Class B common stock $ 0.72 $ 0.56 $ 0.51
Weighted-average shares outstanding - basic:
Common stock 777,822 846,521 856,843
Class B common stock 54,745 54,745 54,745
Net income (loss) per share - diluted:
Common stock $ 0.67 $ 0.52 $ 0.48
Class B common stock $ 0.67 $ 0.52 $ 0.48
Weighted-average shares outstanding - diluted:
Common stock 841,176 908,700 919,149
Class B common stock 54,745 54,745 54,745
The accompanying notes are an integral part of these condensed financial statements
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ADT INC.
(PARENT COMPANY ONLY)
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income (loss) $ 595,951 $ 501,053 $ 463,009
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in net (income) loss of subsidiaries ( 606,459 ) ( 511,171 ) ( 470,520 )
Other, net 3,323 22,815 28,757
Net cash provided by (used in) operating activities ( 7,185 ) 12,697 21,246
Cash flows from investing activities:
Distributions from subsidiaries 342,087 170,620 108,783
Net cash provided by (used in) investing activities 342,087 170,620 108,783
Cash flows from financing activities:
Dividends on common stock ( 186,774 ) ( 182,266 ) ( 128,587 )
Repurchases of common stock ( 159,946 ) — —
Other financing, net 11,220 ( 308 ) ( 14,963 )
Net cash provided by (used in) financing activities ( 335,500 ) ( 182,574 ) ( 143,550 )
Cash and cash equivalents and restricted cash and restricted cash equivalents:
Net increase (decrease) during the period ( 598 ) 743 ( 13,521 )
Beginning balance 1,861 1,118 14,639
Ending balance $ 1,263 $ 1,861 $ 1,118
The accompanying notes are an integral part of these condensed financial statements
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Notes to Condensed Financial Statements (Parent Company Only)
1. Basis of Presentation
The condensed financial statements of ADT Inc. have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of ADT Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of ADT Inc.’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ First Lien Credit Agreement and the indentures governing other borrowings.
The condensed financial statements of ADT Inc. have been prepared using the same accounting principles and policies described in the other notes to the consolidated financial statements with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. These condensed financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes thereto.
2. Transactions with Subsidiaries
The majority of ADT Inc.’s transactions with its subsidiaries are related to (i) the receipt of distributions from subsidiaries in order to fund equity transactions, such as the payment of dividends and the repurchase of Common Stock; (ii) the contribution to subsidiaries of proceeds received from equity transactions; or (iii) the integration of business acquisitions into the Company’s organizational structure.
During 2025 and 2024, ADT Inc. made non-cash contributions to subsidiaries of approximately $ 55 million and $ 49 million, respectively, primarily related to the transfer of net assets of certain subsidiaries for share-based compensation (including amounts related to discontinued operations).
As of December 31, 2025, other liabilities includes intercompany liabilities related to share repurchases of $ 607 million under the 2025 Share Repurchase Plan.
As of December 31, 2024, current liabilities includes $ 104 million related to the December 2024 agreement with a non-affiliate to repurchase shares, in which the transaction closed in January 2025, and other liabilities includes intercompany liabilities related to share repurchases of $ 240 million under the 2024 Share Repurchase Plan.
Subsequent event - In January 2026, ADT Inc. received distributions from subsidiaries of $ 44 million to pay dividends that the Company declared in November 2025 to common shareholders.
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