FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Apollo Management Holdings GP, LLC | 2. Issuer Name and Ticker or Trading Symbol ADT Inc. [ADT] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner (see Remarks) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
| UNITED STATES | ||
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 5/5/2026 | J(1) | 102,000,366 | D | $7.25 | 0 | I | See Footnote (1) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: | |
| (1) | See Exhibit 99.1. |
| Remarks: This Form 4 constitutes an "exit filing" for the Reporting Persons, as the Reporting Persons no longer beneficially own any securities of the Issuer as of the date hereof. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Apollo Management Holdings GP, LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| Prime Security Services TopCo (ML), L.P. 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| Prime Security Services TopCo (ML II), L.P. 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| PRIME SECURITY SERVICES TOPCO (ML), LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| PRIME SECURITY SERVICES TOPCO (ML II), LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| PRIME SECURITY SERVICES TOPCO PARENT GP, LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| AP VIII Prime Security Services Holdings, L.P. 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| PRIME SECURITY SERVICES GP, LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| AP VIII PRIME SECURITY SERVICES MANAGEMENT, LLC 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| Apollo Management, L.P. 9 W. 57TH STREET, 41ST FLOOR NEW YORK NEW YORK 10019 UNITED STATES | Former 10% Owner (see Remarks) | ||||
| Signatures | ||
| see signatures attached as Exhibit 99.2 | 5/7/2026 | |
| **Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
| * Form 4: SEC 1474 (03-26). | |
Exhibit 99.1
1. On May 5, 2026, Prime Security Services TopCo (ML), L.P. (“TopCo ML LP”) and Prime Security Services TopCo (ML II), L.P. (“TopCo ML II LP,” and together with TopCo ML LP, the “Apollo Stockholders”), sold an aggregate of 102,000,366 shares of common stock of ADT Inc. (the “Issuer”), par value $0.01 per share (the “Common Stock”) through a secondary public offering at the price of $7.25 per share. The total 102,000,366 shares of Common Stock consist of (i) 95,314,250 held by TopCo ML LP and (ii) 6,686,116 held by TopCo ML II LP.
2. The shares of Common Stock reported as beneficially owned prior to the reported transaction were held of record by the Apollo Stockholders. Prime Security Services TopCo (ML), LLC (“Prime TopCo ML”) serves as the general partner of TopCo ML LP, and Prime Security Services TopCo (ML II), LLC (“Prime TopCo ML II”) serves as the general partner of TopCo ML II LP. Prime Security Services TopCo Parent GP, LLC (“TopCo Parent GP”) serves as the sole member of Prime TopCo ML. AP VIII Prime Security Services Holdings, L.P. (“AP VIII Prime Security LP”) serves as the sole member of TopCo Parent GP.
Prime Security Services GP, LLC (“Prime GP”) serves as the general partner for AP VIII Prime Security LP and as a member for Prime TopCo ML II. AP VIII Prime Security Services Management, LLC (“AP VIII Prime Security Management”) serves as the investment manager of AP VIII Prime Security LP and Prime GP. Apollo Management, L.P. (“Apollo Management”) serves as the sole member-manager of AP VIII Prime Security Management. Apollo Management GP, LLC (“Management GP”) serves as the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) serves as the sole member and manager of Management GP, and Apollo Management Holdings GP, LLC (“Management Holdings GP”) serves as the general partner of Management Holdings.
Each of the Apollo Stockholders, Prime TopCo ML, Prime TopCo ML II, TopCo Parent GP, AP VIII Prime Security LP, Prime GP, AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman, and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock reported herein as sold by the Apollo Stockholders, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of their pecuniary interest therein.
The principal business address of each of TopCo ML LP, TopCo ML II LP, Prime TopCo ML, Prime TopCo ML II, TopCo Parent GP, AP VIII Prime Security LP, Prime GP, AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019.
Exhibit 99.2
This Statement on Form 4 is filed by: (i) Prime Security Services TopCo (ML), L.P., (ii) Prime Security Services TopCo (ML II), L.P., (iii) Prime Security Services TopCo (ML), LLC, (iv) Prime Security Services TopCo (ML II), LLC, (v) Prime Security Services TopCo Parent GP, LLC, (vi) AP VIII Prime Security Services Holdings, L.P., (vii) Prime Security Services GP, LLC, (viii) AP VIII Prime Security Services Management, LLC, (ix) Apollo Management, L.P., (x) Apollo Management GP, LLC, (xi) Apollo Management Holdings, L.P., and (xii) Apollo Management Holdings GP, LLC.
Name of Designated Filer: Apollo Management Holdings GP, LLC
Date of Event Requiring Statement: May 5, 2026
Issuer Name: ADT Inc.
| Prime Security Services TopCo (ML), L.P. |
| By: | Prime Security Services TopCo (ML), LLC, | |
| its general partner |
| By: | Prime Security Services TopCo Parent GP, LLC, | |
| its sole member |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| PRIME SECURITY SERVICES TOPCO (ML II), L.P. | ||
| By: | Prime Security Services TopCo (ML II), LLC, | |
| its general partner | ||
| By: | Prime Security Services GP, LLC, | |
| its member |
| By: | Apollo Advisors VIII, L.P., | |
| its sole member |
| By: | Apollo Capital Management VIII, LLC, | |
| its general partner |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| Prime Security Services TopCo (ML), LLC | ||
| By: | Prime Security Services TopCo Parent GP, LLC, | |
| its sole member | ||
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| Prime Security Services TopCo (ML II), LLC |
| By: | Prime Security Services GP, LLC, | |
| its member |
| By: | Apollo Advisors VIII, L.P., | |
| its sole member |
| By: | Apollo Capital Management VIII, LLC, | |
| its general partner |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| Prime Security Services TopCo Parent GP, LLC |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| AP VIII PRIME SECURITY SERVICES HOLDINGS, L.P. |
| By: | Prime Security Services GP, LLC, | |
| its general partner |
| By: | Apollo Advisors VIII, L.P., | |
| its sole member |
| By: | Apollo Capital Management VIII, LLC, | |
| its general partner |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| PRIME SECURITY SERVICES GP, LLC |
| By: | Apollo Advisors VIII, L.P., | |
| its sole member |
| By: | Apollo Capital Management VIII, LLC, | |
| its general partner |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President |
| AP VIII PRIME SECURITY SERVICES MANAGEMENT, LLC | ||||
| By: | Apollo Management, L.P., its sole member | |||
| By: | Apollo Management GP, LLC, its general partner | |||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| APOLLO MANAGEMENT, L.P. | |||
| By: | Apollo Management GP, LLC, its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT GP, LLC | ||
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC, its general partner | ||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |