ADT Inc美股招股说明书(2025-07-24版)

(to the Prospectus dated March 6, 2024) 71,000,000Shares pay all expenses relating to registering the shares of Common Stock. The selling stockholders will pay any brokerage commissionsand/or similar charges incurred for the sale of these shares of Common Stock.Subject to the completion of this offering, we intend to concurrently purchase from the underwritersup to approximately$93million of shares of our Common Stock that are the subject of this offering at a price per share equal to the price at which the price on July 23, 2025 of $8.43, this would result in a repurchase of approximately 11 million shares of our Common Stock. Theunderwriters will not receive any compensation for the shares of Common Stock being purchased by us. The offering is not or the solicitation of an offer to buy, any shares of our Common Stock subject to the Repurchase. See “Recent Developments—Concurrent Stock Repurchase” and “The Repurchase.” Subject to certain conditions, the underwriters have agreed to purchase the shares of Common Stock from the selling stockholders at aper share, which will result in approximately $of net proceeds to the selling stockholders (before deductingestimated offering expenses) (or approximately $of net proceeds (before deducting estimated offering expenses) if theunderwriters exercise in full their option to purchase additional shares as described below). The underwriters may offer the shares ofCommon Stock, other than shares subject to the Repurchase, from time to time for sale in one or more transactions to purchasers, The selling stockholders have granted the underwriters an option to purchase up to an additional 10,650,000 shares from the sellingstockholders at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus supplement. TABLE OF CONTENTSProspectus Supplement USE OF NON-GAAP FINANCIAL INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYCOMPANY OVERVIEW RECENT DEVELOPMENTS THE OFFERINGSUMMARY HISTORICAL AND OTHER DATA RISK FACTORS ProspectusTHE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSDESCRIPTION OF CAPITAL STOCKLEGAL MATTERSEXPERTSS-i Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide you with information or tomake any representations about anything not contained in this prospectus supplement or the documents incorporated by reference in this prospectus supplement. You must not rely on any unauthorized information or representations.The distribution of this prospectus supplement and the offering and sale of the Common Stock in certain jurisdictions may be observe any such restrictions. This prospectus supplement does not constitute an offer of, or an invitation to purchase, any of theCommon Stock in any jurisdiction in which such offer or invitation would be unlawful. USE OF NON-GAAP FINANCIAL INFORMATIONThis prospectus supplement contains additional information in connection with our results as determined by generally acceptedaccounting principles in the United States of America (“GAAP”). We disclose Adjusted EPS and Adjusted EBITDA as non-GAAP applicable, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measuresreported by other companies. Adjusted EPSWe define Adjusted EPS as diluted income (loss) from continuing operations per share adjusted for the per share amounts relatedto (i) share-based compensation expense; (ii) merger, restructuring, integration, and other items; (iii) impairment charges; (iv) and (vi) the impact these items have on taxes. Common Stock calculated in accordance with GAAP.We believe Adjusted EPS is a benchmark used by analysts and investors in our industry to compare our performance against theperformance of other companies, although this measure may not be directly comparable to similar measures reported by othercompanies. We believe the presentation of Adjusted EPS is useful to investors as it provides additional information about how our There are material limitations to using Adjusted EPS as it does not include certain significant items, including the adjustmentsdiscussed above, which directly affect our diluted income (loss) from continuing operations per share (the most comparable GAAPmeasure). These limitations are best addressed by considering the economic effects of the excluded items independently and by Adjusted EBITDA We define Adjusted EBITDA as income (loss) from continuing operations adjusted for (i) interest; (ii) taxes; (iii) depreciation andamortization, including depreciation of subscriber system assets and other fixed assets and amortization of dealer and other intangibleassets; (iv) amortization of deferred costs and deferred revenue associated with subscriber acquisitions; (v) share-base