What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-24 · 30 added, 17 removed, 169 unchanged (22% of the section changed)

8 unchanged sentences

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Based on the results of its evaluation, management concluded our internal control over financial reporting was effective as of December 31, 2023.

Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited our financial statements included in this Annual Report on Form 10-K and the effectiveness of our internal control over financial reporting as of December 31, 2023.

The report of PricewaterhouseCoopers LLP is incorporated by reference into Item 8 of this Annual Report on Form 10-K.

On September 23, 2022, we acquired 85% of the issued and outstanding shares of capital stock of Noonlight.

In accordance with guidance issued by the Securities and Exchange Commission, management's assessment of the effectiveness of our internal control over financial reporting excluded the internal control activities of Noonlight, which is includ ed in our December 31, 2022 consolidated financial statements, for which total assets and total revenue of Noonlight represented less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

On January 18, 2023, we acquired 100% of the issued and outstanding shares of capital stock of EBS.

In accordance with guidance issued by the Securities and Exchange Commission, management's assessment of the effectiveness of our internal control over financial reporting excluded the internal control activities of EBS, which is includ ed in our December 31, 2023 consolidated financial statements, for which EBS represented 1% of total assets and 1% of total revenue of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter ended December 31, 2022 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, we have taken precautionary measures intended to help protect our employees, service providers and subscribers, as well as the communities in which we participate, including enabling substantially all of our employees to partially work remotely.

We continue to follow our previously implemented hybrid return to office plan that includes voluntary remote workdays and mandatory in-office workdays.

Both the precautionary measures and return to office plan have not materially impacted our internal control over financial reporting during our fiscal year ended December 31, 2022.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recent fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of

controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

1 unchanged sentence

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

over time, controls may become inadequate because of changes

in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

Insider Trading Arrangements

During the three months ended December 31, 2023, the following directors or officers (as defined in Rule 16a‑1(f) under the Exchange Act) adopted, modified or terminated a Rule 10b5‑1 trading arrangement (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

Name and Title Action Total Number of Shares to be Sold Pursuant to the Trading Arrangement Adoption Date Expiration Date

Daniel Kerzner , President, Platforms Business

Adoption Sale of up to 28,433 shares of common stock

November 15, 2023 March 14, 2025

During the three months ended December 31, 2023, none of our directors or officers adopted , modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

8 unchanged sentences

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference to the sections of our 2023 Proxy Statement under the captions "Executive Compensation," "Director Compensation" and “Information Regarding Committees of the Board of Directors."

The information required by Item 11 is hereby incorporated by reference to the sections of our 2024 Proxy Statement under the captions "Executive Compensation" (other than the information appearing under the heading “Pay Versus Performance”), "Director Compensation" and “Information Regarding Committees of the Board of Directors."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19 unchanged sentences

Amended and Restated Bylaws of the Registrant

10-K 001-37461 3.2 February 24, 2022

001-37461 3.1 March 16, 2023

Indenture, dated as of January 20, 2021, by and between Alarm.com Holdings, Inc.

39 unchanged sentences

10-K 001-37461 10.13 February 24, 2022

Thirteenth Amendment to Deed of Office Lease Agreement by and between Alarm.com Incorporated and TMG TMC 3, L.L.C., dated July 26, 2023

10-Q 001-37461 10.1 November 9, 2023

Amended and Restated 2009 Stock Incentive Plan, Form of Non-Qualified Stock Option Agreement and Form of Early Exercise Notice and Restricted Stock Purchase Agreement thereunder

17 unchanged sentences

8-K 001-37461 10.1 November 14, 2016

10.2 4 ^

Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of August 19, 2016

3 unchanged sentences

10-K 001-37461 10.27 March 1, 2019

10.2 6 ^

First Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of December 9, 2019

3 unchanged sentences

10-K 001-37461 10.24 February 26, 2020

10.2 8 ^

Second Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of November 4, 2020

10-K 001-37461 10.27 February 25, 2021

10.2 9 ^

Third Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of July 1, 2021

10-Q 001-37461 10.1 November 4, 2021

Fourth Amendment to Reformed Master Services Agreement by and between Alarm.com Incorporated and ADT LLC, effective as of September 27, 2023

10-Q 001-37461 10.2 November 9, 2023

Subsidiaries of the Registrant

1 unchanged sentence

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description Schedule / Form File Number Exhibit File Date

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description Schedule / Form File Number Exhibit File Date

Alarm.com Clawback Policy

101.INS Inline 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

7 unchanged sentences

** Furnished herewith.

† Indicates management contract or compensatory plan.

† Indicates management contract or compensatory plan or arrangement.

Portions of this document (indicated by "[***]") have been omitted because they are not material and are the type that Alarm.com Holdings, Inc.

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures