ADT reports $150.58 million net income for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 23, October 27, 2026, there were 675,814,723 675,786,587 shares outstanding of the registrant's common stock, $0.01 par value per share, and 54,744,525 shares outstanding of the registrant's Class B common stock, $0.01 par value per share.

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Financial statements 177 changes

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Inventories, net 183,658 201,778

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 3,875 228,303 $ 80,817

Restricted cash and restricted cash equivalents 24,162 26,258 27,723

Accounts receivable, net of allowance for credit losses of $ 73,556 69,329 and $ 63,841 , respectively

Inventories, net 176,976 201,778

Prepaid expenses and other current assets 179,630 162,777 250,325

Total current assets 764,360 967,274 945,552

Property and equipment, net 283,653 287,925 243,398

Subscriber system assets, net 2,695,659 2,630,333 2,790,879

Intangible assets, net 4,806,674 4,769,324 4,817,996

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Other assets 688,186 683,271

Deferred subscriber acquisition costs, net 1,508,923 1,552,884 1,451,841

Other assets 753,320 683,271

Total assets $ 15,739,056 15,952,661 $ 15,818,511

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Accounts payable 191,624 106,980

Deferred revenue 245,144 243,724

Other liabilities 346,520 296,614

Current maturities of long-term debt $ 240,524 1,242,102 $ 310,204

Accounts payable 162,738 106,980

Deferred revenue 244,708 243,724

Accrued expenses and other current liabilities 430,698 423,140 352,040

Total current liabilities 1,107,990 2,072,688 1,012,948

Long-term debt 7,447,063 6,538,588 7,379,430

Deferred subscriber acquisition revenue 2,061,789 2,027,733 2,083,580

Deferred tax liabilities 1,298,254 1,315,519 1,267,329

Other liabilities 357,910 296,614

Total liabilities 12,261,616 12,312,438 12,039,901

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Preferred stock—authorized 1,000,000 shares of $ 0.01 par value; zero issued and outstanding as of June September 30, 2026 and December 31, 2025

Common stock—authorized 3,999,000,000 shares of $ 0.01 par value; issued and outstanding shares of 678,861,460 675,786,587 and 765,201,157 as of June September 30, 2026 and December 31, 2025, respectively

Class B common stock—authorized 100,000,000 shares of $ 0.01 par value; issued and outstanding shares of 54,744,525 as of June September 30, 2026 and December 31, 2025

Additional paid-in capital 6,104,965 6,102,608 6,679,222

Accumulated deficit ( 2,667,945 2,558,148 ) ( 2,907,255 )

Accumulated other comprehensive income (loss) 33,084 88,458 ( 1,556 )

Total stockholders' equity 3,477,440 3,640,223 3,778,610

Total liabilities and stockholders' equity $ 15,739,056 15,952,661 $ 15,818,511

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Three Months Ended June 30, Six Months Ended June 30,

Monitoring and related services $ 1,082,111 $ 1,090,241 $ 2,162,587 $ 2,173,345

Security installation, product, and other 230,174 196,794 428,227 381,181

Total revenue 1,312,285 1,287,035 2,590,814 2,554,526

Three Months Ended September 30, Nine Months Ended September 30,

Monitoring and related services $ 1,083,797 $ 1,097,561 $ 3,246,384 $ 3,270,906

Security installation, product, and other 265,182 200,393 693,409 581,574

Total revenue 1,348,979 1,297,954 3,939,793 3,852,480

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Monitoring and related services 156,471 161,928 312,161 319,778

Security installation, product, and other 107,078 88,258 194,243 170,530

Total cost of revenue 263,549 250,186 506,404 490,308

Selling, general, and administrative expenses 385,907 356,138 750,676 724,738

Depreciation and intangible asset amortization 346,938 338,734 692,424 678,251

Operating income (loss) 315,891 341,977 641,310 661,229

Monitoring and related services 159,574 161,788 471,735 481,566

Security installation, product, and other 133,142 88,922 327,385 259,452

Total cost of revenue 292,716 250,710 799,120 741,018

Selling, general, and administrative expenses 400,417 384,353 1,151,093 1,109,091

Depreciation and intangible asset amortization 345,315 347,818 1,037,739 1,026,069

Operating income (loss) 310,531 315,073 951,841 976,302

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Other income (expense) 2,259 803 2,685 ( 4,061 )

Income tax benefit (expense) ( 60,817 ) ( 58,749 ) ( 118,930 ) ( 109,781 )

Income (loss) from continuing operations 155,067 168,233 324,418 310,710

Net income (loss) $ 153,850 $ 165,179 $ 322,224 $ 305,425

Weighted-average shares outstanding - basic 706,307 777,635 732,864 792,748

Weighted-average shares outstanding - diluted 765,384 839,951 793,536 855,559

Other income (expense) 446 ( 3,835 ) 3,131 ( 7,896 )

Income (loss) from continuing operations before income taxes 215,884 226,982 443,348 420,491 209,362 198,621 652,710 619,112

Income tax benefit (expense) ( 56,508 ) ( 55,109 ) ( 175,438 ) ( 164,890 )

Income (loss) from continuing operations 152,854 143,512 477,272 454,222

Income (loss) from discontinued operations, net of tax ( 1,217 ) ( 3,054 2,277 ) 1,620 ( 2,194 4,471 ) ( 5,285 3,665 )

Net income (loss) $ 150,577 $ 145,132 $ 472,801 $ 450,557

Income (loss) from continuing operations per share - basic $ 0.20 0.21 $ 0.20 0.18 $ 0.41 0.62 $ 0.37 0.54

Income (loss) from continuing operations per share - diluted $ 0.19 0.20 $ 0.19 0.17 $ 0.39 0.59 $ 0.35 0.51

Net income (loss) per share - basic $ 0.20 0.21 $ 0.20 0.18 $ 0.41 0.62 $ 0.36 0.54

Net income (loss) per share - diluted $ 0.19 $ 0.18 0.16 $ 0.38 0.57 $ 0.34 0.50

Weighted-average shares outstanding - basic 676,092 764,742 713,732 783,310

Weighted-average shares outstanding - diluted 736,762 828,448 774,333 846,495

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Income (loss) from continuing operations per share - basic $ 0.20 0.21 $ 0.20 0.18 $ 0.41 0.62 $ 0.37 0.54

Income (loss) from continuing operations per share - diluted $ 0.19 0.20 $ 0.19 0.17 $ 0.39 0.59 $ 0.35 0.51

Net income (loss) per share - basic $ 0.20 0.21 $ 0.20 0.18 $ 0.41 0.62 $ 0.36 0.54

Net income (loss) per share - diluted $ 0.19 $ 0.18 0.16 $ 0.38 0.57 $ 0.34 0.50

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Three Months Ended June 30, Six Months Ended June 30,

Net income (loss) $ 153,850 $ 165,179 $ 322,224 $ 305,425

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and 97 more changes in the filing

Note 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

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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 and are not material for the periods presented. The Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Comprehensive Income (Loss) present continuing and discontinued operations combined, as applicable .

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Notes to the financial statements 26 changes

During the periods presented, shares issued resulted from the vesting of restricted stock units ("RSUs") and stock option exercises related to fully vested share-based compensation awards as presented on the Condensed Consolidated Statements of Stockholders' Equity.

The Company's share repurchase plans discussed below allow 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 is not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases depends 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.

2026 Share Repurchase Plan

In February 2026, the Company's Board of Directors (the "Board of Directors") approved 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.

During the first quarter of 2026, the Company repurchased, and subsequently retired, 18 million shares in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act under the 2026 Share Repurchase Plan in multiple transactions for a total of $ 116 million (or $ 6.57 per share).

During the second quarter of 2026, the Company repurchased, and subsequently retired, 39 million shares of its Common Stock under the 2026 Share Repurchase Plan in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 267 million (or $ 6.85 per share).

Additionally, during the second quarter of 2026, the Company repurchased, and subsequently retired, 29 million shares of its Common Stock under the 2026 Share Repurchase Plan for $ 211 million (or $ 7.25 per share) in connection with a secondary offering of the Company's Common Stock by Apollo Global Management, Inc. ("Apollo") in May 2026. Refer to Note 14 "Related Party Transactions" for further information.

As of June 30, 2026, the Company had $ 906 million remaining under the 2026 Share Repurchase Plan.

Subsequent event - Through July 23, 2026, the Company repurchased, and subsequently retired, 3 million shares of its Common Stock in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act under the 2026 Share Repurchase Plan in multiple transactions for a total of $ 21 million (or $ 6.81 per share). After these repurchases, the Company had $ 885 million remaining under the 2026 Share Repurchase Plan.

2025 Share Repurchase Plan

In February 2025, the Board of Directors announced a share repurchase plan (the "2025 Share Repurchase Plan"), pursuant to which the Company was authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $ 500 million of shares of the Company's Common Stock. The Company exhausted the 2025 Share Repurchase Plan in July 2025.

During the first quarter of 2025, the Company repurchased, and subsequently retired, an additional 18 million shares in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 140 million (or $ 7.79 per share).

Additionally, during the first quarter of 2025, the Company repurchased, and subsequently retired, 20 million shares of its Common Stock under the 2025 Share Repurchase Plan for $ 152 million (or $ 7.62 per share) in connection with a secondary offering of the Company's Common Stock by Apollo in March 2025. Refer to Note 14 "Related Party Transactions" for further information.

During the second quarter of 2025, the Company repurchased, and subsequently retired, 12 million shares in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act under the 2025 Share Repurchase Plan in multiple transactions for a total of $ 96 million (or $ 8.14 per share).

Accounting Standards Updates ("ASUs")

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.

The Company adopted this guidance, effective January 1, 2026, on a prospective basis and will apply the practical expedient where applicable. The adoption did not have a material impact on the Company's consolidated financial statements or disclosures.

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.

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.

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.

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Note 2: REVENUE AND RECEIVABLES 7 changes

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, ( in thousands )

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Security installation, product, and other 230,174 196,794 428,227 381,181

Total revenue $ 1,312,285 $ 1,287,035 $ 2,590,814 $ 2,554,526

Security installation, product, and other 265,182 200,393 693,409 581,574

Total revenue $ 1,348,979 $ 1,297,954 $ 3,939,793 $ 3,852,480

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 evaluated whether its contracts contain a significant financing component and concluded that no significant financing component exists.

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Note 5: GOODWILL AND OTHER INTANGIBLE ASSETS 2 changes

During the six nine months ended June September 30, 2026, the Company recognized goodwill of $ 106 million in connection with the Origin AI Acquisition. Refer to Note 4 "Acquisitions and Divestitures."

There were no material measurement period adjustments to purchase price allocations during the six nine months ended June September 30, 2026.

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Note 6: DEBT 15 changes

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June September 30, 2026 December 31, 2025

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Quarterly 1,434,725 1,431,093 1,441,989

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Quarterly 420,313 325,000

Quarterly 517,031 325,000

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Monthly 416,008 443,058

Monthly 404,799 443,058

Total debt principal, excluding finance leases 7,775,286 7,852,203 7,799,208 ( 28,481 27,503 ) ( 30,579 )

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Unamortized purchase accounting fair value adjustment and other ( 97,665 94,546 ) ( 103,811 )

Total debt 7,687,587 7,780,690 7,689,634

Current maturities of long-term debt, net of unamortized debt discount ( 240,524 1,242,102 ) ( 310,204 )

Long-term debt $ 7,447,063 6,538,588 $ 7,379,430

(1) Interest rate as of June September 30, 2026. Interest on the 2020 Receivables Facility is primarily based on the Secured Overnight Financing Rate ("SOFR") + 0.95 % and Lender Cost of Funds + 0.85 %.

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As of June September 30, 2026, the Company was in compliance with all financial covenant and other maintenance tests for all of its debt obligations.

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During the six nine months ended June September 30, 2026, the Company borrowed and repaid $ 150 165 million under the First Lien Revolving Credit Facility. As of June September 30, 2026, the available borrowing capacity was $ 800 million.

During the six nine months ended June September 30, 2025, the Company borrowed and repaid $ 133 198 million under the First Lien Revolving Credit Facility.

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Note 7: DERIVATIVE FINANCIAL INSTRUMENTS 21 changes

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For interest rate swap contracts that are:

• Not designated as cash flow hedges: Unrealized gains and losses are recognized in interest expense, net, or 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.

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.

The Company's interest rate swaps consist of the following (notional amounts in thousands) :

Execution Maturity Designation September 30, 2026 December 31, 2025

September 2026 Not designated $ — $ 2,800,000

March 2023 March 2028 Not designated 100,000 100,000

April 2023 March 2028 Not designated 200,000 200,000

September 2026 Not designated — 700,000

July 2025 March 2032

Not designated 100,000 100,000

March 2032 Cash flow hedge

December 2027 Cash flow hedge

Total notional amount $ 3,350,000 $ 6,850,000

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Note 8: INCOME TAXES 5 changes

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The Company's income tax expense for the three months ended June 30, 2026 was $ 61 million, resulting in an effective tax rate for the period of 28.2 %. The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, a state tax rate, net of federal benefits, of 5.0 %, and non-deductible items of 1.4 %.

The Company's income tax expense for the six three months ended June September 30, 2026 was $ 119 57 million, resulting in an effective tax rate for the period of 26.8 27.0 %. The effective tax rate primarily represents the federal statutory tax rate of 21.0 % and a state tax rate, net of federal benefits, of 5.0 5.1 %.

The Company's income tax expense for the three months ended June September 30, 2025 was $ 59 55 million, resulting in an effective tax rate for the period of 25.9 27.7 %. The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, and a state tax rate, net of federal benefits, of 4.9 5.2 %, and an unfavorable impact from a non-deductible goodwill impairment charge of 1.5 %.

The Company's income tax expense for the six nine months ended June September 30, 2025 2026 was $ 110 175 million, resulting in an effective tax rate for the period of 26.1 26.9 %. The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, and a state tax rate, net of federal benefits, of 5.2 5.0 %.

ADT INC. AND SUBSIDIARIES

Note 9: EQUITY 11 changes

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During the periods presented, shares issued resulted from the vesting of restricted stock units ("RSUs") and stock option exercises related to fully vested share-based compensation awards as presented on the Condensed Consolidated Statements of Stockholders' Equity.

The Company's share repurchase plans discussed below allow 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 is not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases depends 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.

2026 Share Repurchase Plan

In February 2026, the Company's Board of Directors (the "Board of Directors") approved 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.

During the first quarter of 2026, the Company repurchased, and subsequently retired, 18 million shares in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act under the 2026 Share Repurchase Plan in multiple transactions for a total of $ 116 million (or $ 6.57 per share).

During the second quarter of 2026, the Company repurchased, and subsequently retired, 39 million shares of its Common Stock under the 2026 Share Repurchase Plan in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 267 million (or $ 6.85 per share).

Additionally, during the second quarter of 2026, the Company repurchased, and subsequently retired, 29 million shares of its Common Stock under the 2026 Share Repurchase Plan for $ 211 million (or $ 7.25 per share) in connection with a secondary offering of the Company's Common Stock by Apollo Global Management, Inc. ("Apollo") in May 2026. Refer to Note 14 "Related Party Transactions" for further information.

During the third quarter of 2026, the Company repurchased, and subsequently retired, 3 million shares of its Common Stock under the 2026 Share Repurchase Plan in the open market pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act in multiple transactions for a total of $ 23 million (or $ 6.81 per share).

As of September 30, 2026, the Company had $ 883 million remaining under the 2026 Share Repurchase Plan.

2025 Share Repurchase Plan

In February 2025, the Board of Directors announced a share repurchase plan (the "2025 Share Repurchase Plan"), pursuant to which the Company was authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $ 500 million of shares of the Company's Common Stock. The Company exhausted the 2025 Share Repurchase Plan in July 2025.

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Note 10: SHARE-BASED COMPENSATION 9 changes

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During the first quarter of 2026, the Company granted approximately 9 million options to its executive officers under the 2018 Plan as part of the 2026 Annual Grant. These options are service-based awards with a three-year graded vesting period from the date of grant and have an exercise price of $ 6.74 per share, which is equal to the closing price per share of the Company's Common Stock on the date of grant, and a contractual term of ten years from the grant date. The weighted-average grant date fair value for the options granted during the period was $ 2.23 per share.

The Company used a binomial lattice model to determine the grant date fair value for options granted and included the following assumptions:

Expected exercise term

Expected volatility (1)

Expected dividend yield (2)

Risk-free interest rate (3)

(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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Note 12: COMMITMENTS AND CONTINGENCIES 1 change

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During the six nine months ended June September 30, 2026, approximately $ 15 23 million of the Google Success Funds were approved for reimbursement to the Company, primarily for certain joint marketing and customer acquisition expenses incurred. Substantially all the reimbursement was recorded as a reduction to advertising expenses.

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Legal proceedings 1 change

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As of June September 30, 2026 and December 31, 2025, the Company's accrual for ongoing claims and lawsuits within the scope of an insurance program, including certain amounts related to discontinued operations, totaled $ 91 million and $ 86 million respectively. in each period. The Company's accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material.

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Note 14: RELATED PARTY TRANSACTIONS 1 change

Prior to the May 2026 Offering Closing Date (as defined below) the Company's related party transactions primarily relate related 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. There were no notable related party transactions during the periods presented other than as described below.

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MD&A 1 change

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Unless otherwise defined herein, capitalized terms related to the Merger used in this Management's Discussion and Analysis of Financial Condition and Results of Operations have the meanings ascribed to them in Note 15 "Subsequent Event" to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Business 187 changes

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On October 29, 2026, we entered into the Merger Agreement with Parent, pursuant to which, subject to certain terms and conditions therein, Parent will acquire ADT for $10.00 per share in cash, representing a premium of 45.6% to ADT's unaffected closing share price on October 27, 2026, and 52.1% to ADT's 30-day volume-weighted average share price ending on October 27, 2026. The Merger is expected to close in the first quarter of 2027 and is conditioned on the approval by our stockholders of a proposal to adopt the Merger Agreement, as well as the satisfaction or waiver of other customary closing conditions, including the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. If the Merger is consummated, we will become a privately held company, and our Common Stock will be delisted from the New York Stock Exchange. See additional information in Note 15 "Subsequent Event" to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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As of June September 30, 2026, we served approximately 6.1 6.0 million security monitoring service subscribers. Generally, a significant upfront investment is required to acquire new subscribers that in turn provide ongoing and predictable recurring revenue (RMR) generated from our monitoring services and other subscriber-based offerings. Although the economics of each installation may vary depending on the customer type, acquisition channel, and product and service offerings, we generally achieve revenue break-even in approximately two years.

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As of June September 30, 2026, gross customer revenue attrition was 13.1%, as compared to 12.8% 13.0% in the prior year, driven by higher non-payment disconnects slightly offset by fewer voluntary disconnects.

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Our results are impacted by the mix, price, offerings, sales and distribution channel, and equipment ownership of our transactions.

The mix, price, offerings, sales and distribution channel, and equipment ownership of transactions impacts our results. For example, our results are impacted by the mix of transactions accounted for under a Company-owned equipment model versus a customer-owned equipment model (referred to as outright sales) impacts the timing of when revenue and costs are reflected in earnings, as there are different accounting treatments applicable to each model, as discussed in Note 2 "Revenue and Receivables." Historically, the majority of professional installation transactions occurred under a Company-owned model. However, since the second quarter of 2024, a growing percentage of our direct channel new subscriber adds are outright sales in connection with the national launch of our ADT+ platform.

Historically, the majority of professional installation transactions occurred under a Company-owned model. However, since the second quarter of 2024, a growing percentage of our direct channel new subscriber adds are outright sales in connection with the national launch of our ADT+ platform. As a result, we have continued to experience an increase in both security installation, product, and other revenue and related costs due to the transition to our ADT+ platform, in which the equipment is sold outright to the customer. Currently, approximately 40% of new subscribers are outright sales. In early 2026, the Company refined its go-to-market approach for certain non-ADT+ residential transactions and transitioned such transactions to an outright sales model where equipment will be customer owned, which aligns with the equipment ownership model for ADT+ transactions. Accordingly, we expect this to continue to result in an increase in security installation, product, and other revenue and cost of revenue recognized in the statements of operations in subsequent periods.

In early 2026, the Company refined its go-to-market approach for certain non-ADT+ residential transactions and transitioned such transactions to an outright sales model where equipment will be customer owned, which aligns with the equipment ownership model for ADT+ transactions. Accordingly, we expect this to continue to result in an increase in security installation, product, and other revenue and cost of revenue recognized in the statements of operations in subsequent periods.

As we refine our go-to-market approach and explore additional sales channels, including the launch of ADT Blu on Amazon.com and Walmart.com during the second and third quarters of 2026, respectively, we may experience an increase in the proportion of ADT self set-up, or DIY, customers, which are also considered outright sales. The mix of professional installation solutions versus self set-up solutions may impact our results in future periods as professional installation solutions typically have higher contractual fees than our self set-up solutions as a result of differences in pricing, offer tactics, and level of products and services. As we refine our go-to-market approach and explore additional sales channels, we may experience an increase in the proportion of ADT self set-up customers, which are considered outright sales. Although the DIY market typically has lower monthly recurring fees than our professional installations, we believe this approach will allow us to grow our subscriber base.

Changes in our recurring revenue base, including those resulting from changes in subscriber count, price escalations, or change in prices, and the mix of offerings, can also impact affect our results.

As of June September 30, 2026, RMR was $360 million, as compared to $363 $362 million in the prior year period, primarily reflecting lower recurring monthly revenue due to the sale of our multifamily business in October 2025 (the "Multifamily Divestiture"), partially offset by an increase in average prices.

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We are currently monitoring, and will continue to monitor, macroeconomic trends and uncertainties such as the ongoing global memory chip shortage, potential supply chain disruptions and fuel shortages stemming from the ongoing conflict in the Middle East, key components of inflation, the status and effects of recently implemented or threatened tariffs and other trade restrictions, as well as potential changes to these tariffs or the imposition of reciprocal or other tariffs or trade restrictions by other countries. In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unauthorized. We have not recorded a material receivable for any refund of IEEPA tariffs, and the amount of IEEPA tariff refunds that we ultimately recover may differ from the full amount we previously paid. In addition, subsequent actions by the U.S. government to impose tariffs under alternative authorities, along with the possibility of further changes in trade policy, continue to create uncertainty in the global trade environment.

Any of these developments or future changes in trade policy may have negative consequences for our supply chain due to price increases from our vendors or suppliers or supply chain delays. At this time, we do not anticipate material negative impacts that cannot be mitigated through arrangements with our vendors and suppliers, price increases to our customers, or other actions but there is no guarantee that we will be able to successfully mitigate the negative effects of any such macroeconomic trends and uncertainties. We are also unable at this time to determine any future negative impacts from reduced consumer spending as a result of inflationary or other pressures or uncertainty that may result from the imposition of current or future tariffs or other trade restrictions.

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data or as otherwise indicated)

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Monitoring and related services $ 1,082,111 $ 1,090,241 $ (8,130) $ 2,162,587 $ 2,173,345 $ (10,758)

Security installation, product, and other 230,174 196,794 33,380 428,227 381,181 47,046

Total revenue 1,312,285 1,287,035 25,250 2,590,814 2,554,526 36,288

Monitoring and related services $ 1,083,797 $ 1,097,561 $ (13,764) $ 3,246,384 $ 3,270,906 $ (24,522)

Security installation, product, and other 265,182 200,393 64,789 693,409 581,574 111,835

Total revenue 1,348,979 1,297,954 51,025 3,939,793 3,852,480 87,313

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Monitoring and related services 156,471 161,928 (5,457) 312,161 319,778 (7,617)

Security installation, product, and other 107,078 88,258 18,820 194,243 170,530 23,713

Total cost of revenue 263,549 250,186 13,363 506,404 490,308 16,096

Selling, general, and administrative expenses 385,907 356,138 29,769 750,676 724,738 25,938

Depreciation and intangible asset amortization 346,938 338,734 8,204 692,424 678,251 14,173

Operating income (loss) 315,891 341,977 (26,086) 641,310 661,229 (19,919)

Monitoring and related services 159,574 161,788 (2,214) 471,735 481,566 (9,831)

Security installation, product, and other 133,142 88,922 44,220 327,385 259,452 67,933

Total cost of revenue 292,716 250,710 42,006 799,120 741,018 58,102

Selling, general, and administrative expenses 400,417 384,353 16,064 1,151,093 1,109,091 42,002

Depreciation and intangible asset amortization 345,315 347,818 (2,503) 1,037,739 1,026,069 11,670

Operating income (loss) 310,531 315,073 (4,542) 951,841 976,302 (24,461)

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Other income (expense) 2,259 803 1,456 2,685 (4,061) 6,746

Income (loss) from continuing operations before income taxes 215,884 226,982 (11,098) 443,348 420,491 22,857

Income tax benefit (expense) (60,817) (58,749) (2,068) (118,930) (109,781) (9,149)

Income (loss) from continuing operations 155,067 168,233 (13,166) 324,418 310,710 13,708

Other income (expense) 446 (3,835) 4,281 3,131 (7,896) 11,027

Income (loss) from continuing operations before income taxes 209,362 198,621 10,741 652,710 619,112 33,598

Income tax benefit (expense) (56,508) (55,109) (1,399) (175,438) (164,890) (10,548)

Income (loss) from continuing operations 152,854 143,512 9,342 477,272 454,222 23,050

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Net income (loss) $ 153,850 $ 165,179 $ (11,329) $ 322,224 $ 305,425 $ 16,799

Diluted weighted-average shares outstanding of Common Stock 765,384 839,951 (74,567) 793,536 855,559 (62,023)

Net income (loss) $ 150,577 $ 145,132 $ 5,445 $ 472,801 $ 450,557 $ 22,244

Diluted income (loss) from continuing operations per share of Common Stock $ 0.19 0.20 $ 0.19 0.17 $ — 0.03 $ 0.39 0.59 $ 0.35 0.51 $ 0.04 0.08

Diluted weighted-average shares outstanding of Common Stock 736,762 828,448 (91,686) 774,333 846,495 (72,162)

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13.1% 12.8% 13.0% N/A* 13.1% 12.8% 13.0% N/A*

$ 670,517 $ 673,624 $ (3,107) $ 1,344,267 $ 1,334,425 $ 9,842 (1) Refer to the "—Key Performance Indicators" section for the definitions of these key performance indicators.

(2) Refer to the "—Trends, Uncertainties, and Factors Affecting Operating Results" section for additional details and comparison of current to prior period results.

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The three and six nine months ended June September 30, 2026, as compared to the prior year periods, primarily reflects:

• Monitoring and related services revenue ("M&S Revenue") : (i) lower recurring revenue of $11 $16 million and $18 $35 million, respectively, primarily driven by a decrease in volume and other items, including the Multifamily Divestiture, of $31 $37 million and $59 $93 million, respectively, partially offset by an increase in price of $20 $21 million and $40 $58 million, respectively, and (ii) higher revenue of $3 million and $8 $10 million, respectively, primarily attributable to an increase in time and materials billings.

• Security installation, product, and other revenue : higher installation revenue of $32 $65 million and $44 $109 million, respectively, primarily driven by a higher mix of professionally installed systems under the outright sales model in connection with our refined equipment ownership go-to-market approach.

The three and six nine months ended June September 30, 2026, as compared to the prior year periods, primarily reflects:

• Monitoring and related services costs ("M&S Costs"): a decrease in M&S Costs of $5 million and $8 million, respectively, primarily due to lower customer service and maintenance costs of $7 $3 million and $11 $14 million, respectively, partially offset by higher interactive fees of $2 $1 million and $3 $4 million, respectively.

• Security installation, product, and other costs : an increase in installation and product costs of $19 $39 million and $24 $63 million, respectively, primarily due to a higher mix of professionally installed systems under the outright sales model discussed above.

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• share-based compensation of $7 million,

• advertising costs of $5 million, and

• the allowance for credit losses of $4 million.

• an increase in advertising costs of $8 million, partially offset by

The three months ended June September 30, 2026, as compared to the prior year period, primarily reflects: increases in:

• an increase in general and administrative expenses of $13 million primarily due to certain settlement-related matters, as well as higher labor costs including those related to Origin AI,

• an increase in selling expenses costs of $15 $10 million primarily due to the amortization of deferred subscriber acquisition costs, and

• an increase in share-based compensation of $8 million primarily due to the Origin AI Retention Awards, partially offset by

• goodwill impairment of $12 million recognized in the prior year associated with the Multifamily Divestiture.

The six nine months ended June September 30, 2026, as compared to the prior year period, primarily reflects:

• an increase in the allowance for credit losses of $23 $25 million,

• an increase in selling costs of $9 $25 million primarily due to the amortization of deferred subscriber acquisition costs, and

• an increase in share-based compensation of $8 million primarily due to the Origin AI Retention Awards partially offset by the modification of certain share-based compensation awards in the first quarter of 2025, partially offset by

• goodwill impairment of $12 million recognized in the prior year associated with the Multifamily Divestiture, and

• a decrease in general and administrative costs expenses of $24 $11 million primarily as a result of a loss recovery from a legal settlement during the three months ended March 30, first quarter of 2026, partially offset by higher labor costs including those related to Origin AI.

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The three and six months ended June September 30, 2026, as compared to the prior year periods, period, primarily reflects:

• a decrease in depreciation of subscriber system assets of $6 million and $11 $9 million respectively, due to the shift to an outright sales model, partially offset by

• an increase in the depreciation of property and equipment of $8 million and $14 $6 million. respectively, and

The nine months ended September 30, 2026, as compared to the prior year period, primarily reflects:

• an increase in the depreciation of property and equipment of $20 million, and

• an increase in the amortization of customer contracts acquired under our authorized dealer program and from other third parties of $4 million and $9 $8 million, respectively, partially offset by

• a decrease in depreciation of subscriber system assets of $20 million due to the shift to an outright sales model.

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The three and six nine months ended June September 30, 2026, as compared to the prior year periods, primarily reflects a decrease in unrealized losses on interest rate swaps of $7 million and $24 $32 million, respectively, with the remaining change due to lower interest rates on our long-term debt.

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The three months ended June 30, 2026, as compared to the prior year period, was relatively flat.

The six three and nine months ended June September 30, 2026, as compared to the prior year period, primarily reflects a loss on extinguishment of debt of $6 $5 million and $11 million, respectively, recorded in the prior year periods.

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The Company's income tax expense for the six three months ended June September 30, 2026 was $119 $57 million, resulting in an effective tax rate for the period of 26.8%. 27.0%. The effective tax rate primarily represents the federal statutory tax rate of 21.0% and a state tax rate, net of federal benefits, of 5.0%. 5.1%.

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and 107 more changes in the filing

Market risk 2 changes

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There were no material changes in our interest rate risk exposure to that disclosed in our 2025 Annual Report, other than as described below.

A larger portion of our debt is subject to variable interest rates as of September 30, 2026 as compared to December 31, 2025. As of September 30, 2026, the principle balance of our debt, excluding finance leases, that was subject to a variable-rate was approximately 9% (including the impact of interest rate swaps) and approximately 52% (excluding the impact of interest rate swaps) of the total carrying amount of our debt.

Controls and procedures 5 changes

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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 Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June September 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring 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 the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting ("ICFR")

During the three months ended June September 30, 2026, there were no changes in our ICFR identified in our management's evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our ICFR, except for that identified below.

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 material changes to our processes, procedures, and our ICFR we expect beginning in the third quarter of 2026. These changes, to our customer relationship management system however, have not had and are not expected to materially affect have a material adverse effect on our ICFR. in future quarters in 2026. In addition, we began The transition to our new enterprise resource planning system during 2024. This transition Company will be completed in phases over multiple years. continue to monitor the impact of the implementation on its ICFR.

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.

Risk factors 18 changes

Our significant business risks are described in Part I, Item 1A "Risk Factors" in our 2025 Annual Report and in our other filings with the SEC. The risk factors described in our filings with the SEC and other information may not describe every risk facing the Company. Except as set forth below, there have been no material changes in our risk factors from those disclosed in our 2025 Annual Report.

Risks Related to the Proposed Merger

The Merger may not be completed on the terms or timeline currently contemplated or at all, which could adversely affect our stock price, business, financial condition and results of operations.

On October 29, 2026, we entered into the Merger Agreement, which provides that the consummation of the Merger is subject to certain conditions, many of which are not within our full control, including, among other things: (i) the approval of our stockholders, (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the absence of legal restraints in the U.S. prohibiting the Merger and (iv) other customary conditions specified in the Merger Agreement. While we currently expect that the Merger will be consummated in the first quarter of 2027, there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied. In addition, both we and Parent may terminate the Merger Agreement in certain circumstances as set forth in the Merger Agreement.

If the Merger is not consummated on the expected timeline or at all, the trading price of our common stock may decline. We may also be subject to additional risks if the Merger is not completed, including:

• we could be required to pay Parent a termination fee of $227 million or $114 million, as applicable, in cash if the Merger Agreement is terminated in certain circumstances;

• we have incurred and will incur further substantial expenses in connection with the Merger, including financial advisory, legal, accounting and other professional services fees, and other costs relating to the Merger regardless of whether the Merger is consummated;

• we may experience disruptions to our business resulting from the announcement and pendency of the Merger, including adverse changes in our relationships with, or loss of, our customers, business partners and employees, including key personnel, which may not be reversible and may continue or intensify in the event the Merger is delayed or not consummated;

• if the Merger is not consummated, we may suffer from negative publicity and a negative impression of us in the investment community, and a failure to close the Merger may have a negative impact on the market price of our Common Stock;

• matters relating to the Merger will require substantial commitments of time and resources by our management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us, in each case without realizing any of the benefits of having the Merger completed;

• we may be subject to legal proceedings related to the potential delay of, or failure to consummate, the Merger; and

• under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions.

The pendency of the Merger could negatively impact our business, financial conditions, and results of operations.

The pendency of the Merger could adversely affect our business, financial condition and results of operations and may result in our inability to hire, or the departure of, key personnel. In connection with the Merger, some of our customers, suppliers and business partners may delay or defer decisions or may end their relationships with us, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Merger is completed. Similarly, our current and prospective employees may experience uncertainty about their future roles with us following the Merger, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger.

Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us and our stockholders.

From and after the date of the Merger Agreement and prior to completion of the Merger, the Merger Agreement restricts us from taking specified actions without the consent of Parent and requires ADT to use reasonable best efforts to conduct its business in the ordinary course of business. These restrictions may prevent us from making changes to our business or organizational structure or from pursuing business opportunities that may arise prior to the completion of the Merger. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in the consummation of the Merger or the termination of the Merger Agreement.

Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.

Lawsuits may be filed in the future, against us, the Board of Directors or other parties to the Merger Agreement, challenging the adequacy of the proxy disclosures or making other claims in connection with the Merger. Such lawsuits may be brought by purported stockholders or other interested parties, seeking, among other things, to enjoin consummation of the Merger. One of the conditions to the consummation of the Merger is that the consummation of the Merger is not restrained, made illegal, enjoined or prohibited by any order or legal or regulatory restraint or prohibition of a court of competent jurisdiction or any governmental entity. As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Merger on the agreed upon terms, then such injunction may prevent the Merger from becoming effective within the expected timeframe or at all. Moreover, any such litigation could be time-consuming and expensive and could divert our management's attention away from our ongoing business operations. Any lawsuit adversely resolved against us or members of the Board of Directors could have a material adverse effect on our business, financial condition and results of operations.

Unregistered sales of stock 10 changes

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There were no sales of unregistered equity securities during the six nine months ended June September 30, 2026.

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We did not receive any proceeds from sales of registered equity securities during the six nine months ended June September 30, 2026.

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The following table presents repurchases of shares of the Company's Common Stock completed during the three months ended June September 30, 2026 (in thousands, except per share amounts):

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April 1, 2026 - April 30, 2026

May 1, 2026 - May 31, 2026 (3)

June 1, 2026 - June 30, 2026

July 1, 2026 - July 31, 2026

August 1, 2026 - August 31, 2026

September 1, 2026 - September 30, 2026

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(3) The Company repurchased, and subsequently retired, 29 million shares of its Common Stock under the 2026 Share Repurchase Plan for an aggregate purchase price of $211 million (or approximately $7.25 per share) in connection with a secondary offering of the Company's Common Stock by Apollo. Refer to Note 14 Related Party Transactions for further information. The Company also repurchased, and subsequently retired, an additional 10 million shares of its Common Stock under the 2026 Share Repurchase Plan in the open market, including pursuant to Rule 10b5-1 and/or Rule 10b-18 of the Exchange Act, in multiple transactions at an average price of $6.91 per share.

Other information 1 change

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During the three months ended June September 30, 2026, 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.

Exhibits 4 changes

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Agreement and Plan of Merger, dated as of October 29, 2026, by and among Abode Parent, LLC, Abode Merger Sub, Inc. and ADT Inc.

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Incremental Assumption and Amendment Agreement No. 2, dated as of August 28, 2026, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, the subsidiary loan parties party thereto, the lender party thereto and Fifth Third Bank, National Association, as administrative agent.

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^ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon request.

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Date: July 30, November 3, 2026 By: /s/ Jeffrey Likosar

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