---
schema_version: "secwatch.filing_event.v1"
accession: "0001703056-26-000078"
form_type: "8-K"
ticker: "ADT"
cik: "0001703056"
company_name: "ADT Inc."
filed_at: "2026-05-08T23:59:59+00:00"
generated_at: "2026-05-14T21:08:26.211985+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Apollo sells all 102M ADT shares; ADT repurchases 29.1M shares in $1.5B plan

## Summary
- Apollo sold 102,000,366 shares of ADT common stock in an underwritten offering that closed May 5, 2026.
- ADT repurchased 29,142,961 shares from underwriters using its previously authorized $1.5B repurchase plan.
- Three Apollo designees (Reed Rayman, Nicole Bonsignore, Benjamin Honig) resigned from the Board effective May 5, 2026.
- Bylaws amended on May 8, 2026 to remove all references to Apollo and the 2018 Stockholders Agreement.
- Company received no proceeds from the offering; underwriter fees waived on repurchased shares.

## SEC filing metadata
- accession: 0001703056-26-000078
- form_type: 8-K
- ticker: ADT
- cik: 0001703056
- company_name: ADT Inc.
- filed_at: 2026-05-08T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/adt-20260504.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001703056-26-000078
- JSON: https://secwatch.observer/filing/0001703056-26-000078.json
- Plain text: https://secwatch.observer/filing/0001703056-26-000078.txt

## Key facts
- Executive change
  Nicole Bonsignore resigned as Class III Director at ADT Inc..
  - Action: resigned
  - Role: Class III Director
  source text: On May 5, 2026, Reed B. Rayman and Nicole Bonsignore, who currently serve as Class III directors on the Board of Directors (the “ Board ”) of ADT Inc. (the “ Company ”) with terms expiring at the Company’s 2026 Annual Meeting of Stockholders, and Benjamin Honig, who currently serves as a Class I director on the Board with a term expiring at the Company’s 2027 Annual Meeting of Stockholders, each resigned from his or her position as a member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm
- Executive change
  Benjamin Honig resigned as Class I Director at ADT Inc..
  - Action: resigned
  - Role: Class I Director
  source text: On May 5, 2026, Reed B. Rayman and Nicole Bonsignore, who currently serve as Class III directors on the Board of Directors (the “ Board ”) of ADT Inc. (the “ Company ”) with terms expiring at the Company’s 2026 Annual Meeting of Stockholders, and Benjamin Honig, who currently serves as a Class I director on the Board with a term expiring at the Company’s 2027 Annual Meeting of Stockholders, each resigned from his or her position as a member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm
- Executive change
  Reed B. Rayman resigned as Class III Director at ADT Inc..
  - Action: resigned
  - Role: Class III Director
  source text: On May 5, 2026, Reed B. Rayman and Nicole Bonsignore, who currently serve as Class III directors on the Board of Directors (the “ Board ”) of ADT Inc. (the “ Company ”) with terms expiring at the Company’s 2026 Annual Meeting of Stockholders, and Benjamin Honig, who currently serves as a Class I director on the Board with a term expiring at the Company’s 2027 Annual Meeting of Stockholders, each resigned from his or her position as a member of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm
- Governance Changes
  ADT Inc.: Removed references related to Apollo and the Amended and Restated Stockholders Agreement from the Bylaws (effective 2026-05-08).
  - Change: bylaw amendment
  - Effective: 2026-05-08
  source text: On May 8, 2026, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, dated as of September 15, 2023 (as amended, the “ Bylaws ”), to remove references related to Apollo and the Amended and Restated Stockholders Agreement, dated December 14, 2018, between the Company, Prime Security Services TopCo Parent, L.P., and the Co-Investors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.