ADT Inc美股招股说明书(2025-07-25版)

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 underwriters11,190,688 shares of our the shares from the selling stockholders in this offering (the “Repurchase”). The underwriters will not receive any compensationfor the shares of Common Stock being purchased by us. The offering is not conditioned upon the completion of the Repurchase. our Common Stock subject to the Repurchase. See “Recent Developments—Concurrent Stock Repurchase” and “TheRepurchase.”Investing in the Common Stock involves risks that are described in the “Risk Factors” section beginning on pageS-11of this Subject to certain conditions, the underwriters have agreed to purchase the shares of Common Stock from the selling stockholders at aprice of $8.31 per share, which will result in approximately $590,010,000 of net proceeds to the selling stockholders (before deductingestimated offering expenses) (or approximately $678,511,500 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,directly or through agents, or through brokers in brokerage transactions, on the NYSE, in the over-the-counter market, throughnegotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or otherwise at acceptance by them and subject to their right to reject any order in whole or in part. See “Underwriting (Conflicts of Interest)”.The selling stockholders have granted the underwriters an option to purchase up to an additional 10,650,000 shares from the selling Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.The shares will be ready for delivery on or about July 28, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTUSE OF NON-GAAP FINANCIAL INFORMATION WHERE YOU CAN FIND MORE INFORMATIONMARKET AND INDUSTRY DATA CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYCOMPANY OVERVIEWCORPORATE INFORMATION RECENT DEVELOPMENTS MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS UNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSProspectusTHE COMPANYRISK FACTORSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSDESCRIPTION OF CAPITAL STOCKLEGAL MATTERSEXPERTSS-i ABOUT THIS PROSPECTUS SUPPLEMENTTo understand the terms of the shares of our Common Stock offered by this prospectus supplement, you should carefully read thisprospectus supplement. You should also read the documents referred to under the heading “Where You Can Find More Information”for information on us and the business conducted by us.This prospectus supplement is part of a registration statement on Form S-3 that ADT Inc., a Delaware corporation, which is alsoreferred to as “ADT,” “the Company,” “we,” “us,” and “our,” has filed with the U.S. Securities and Exchange Commission (the“Commission”), using an “automatic shelf” registration or continuous offering process. References to “Apollo” refer to Apollo GlobalManagement, LLC and its subsidiaries. References to “Apollo Group” refer to (a)the selling stockholders, (b)Apollo Investment FundVIII, L.P. and (c)each of their respective affiliates (including, for the avoidance of doubt, any syndication vehicles and excluding, forthe avoidance of doubt, any portfolio companies of Apollo Management VIII, L.P. or its affiliates other than the selling stockholders,the Company and their respective subsidiaries) to which any transfers of our Common Stock are made. FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OFTHIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 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 The distribution of this prospectus supplement and the offering and sale of the Common Stock in certain jurisdictions may berestricted by law. We require persons into whose possession this prospectus supplement comes to inform themselves about and toobserve 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 invita