ADT Inc. filed an 8-K on October 29, 2026, disclosing that it entered into an Agreement and Plan of Merger with Abode Parent, LLC and its wholly owned subsidiary Abode Merger Sub, Inc., under which each share of ADT common stock would be converted into $10.00 in cash, subject to stockholder approval and other closing conditions.

Key Highlights

  • Merger consideration: Each share of ADT Common Stock and Class B Common Stock outstanding at the effective time will be converted into the right to receive $10.00 per share in cash, without interest, according to the filing.
  • Unanimous board approval: The Merger Agreement was unanimously approved by ADT's board of directors, the filing states.
  • Go-Shop Period: ADT may solicit alternative acquisition proposals from third parties until midnight New York City time on November 29, 2026.
  • Go-Shop Extension: Parties identified as "Excluded Parties" during the Go-Shop Period may continue to be engaged until and including December 8, 2026.
  • Equity awards: Unvested Company Stock Options and Company RSUs will be canceled and converted into contingent cash rights equal to the Merger Consideration, net of any applicable exercise price, subject to the same vesting conditions.
  • Dividend restriction: The Merger Agreement prohibits ADT from declaring or paying any dividends on its capital stock prior to closing without Parent's consent.
  • Closing conditions: Consummation requires stockholder approval, expiration or early termination of the Hart-Scott-Rodino antitrust waiting period, and the absence of U.S. legal restraints prohibiting the Merger, among other customary conditions.

ADT's Merger Agreement with Abode Parent: Key Terms and Process

According to the filing, ADT Inc. (NYSE:ADT) entered into the Merger Agreement on October 29, 2026, with Abode Parent, LLC, a Delaware limited liability company, and Abode Merger Sub, Inc., a wholly owned subsidiary of Parent. Under the agreement, Merger Sub will merge with and into ADT, with ADT continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. The filing states that the Merger Agreement was unanimously approved by ADT's board of directors.

The filing discloses that each share of ADT common stock and Class B Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted automatically into the right to receive $10.00 per share in cash, without interest. Shares owned directly by Parent or Merger Sub, held as treasury shares by ADT, or held by stockholders who properly exercise appraisal rights under Delaware law are excluded from this conversion, the filing notes. Vested equity awards will be settled in cash at the effective time, while unvested awards will be converted into contingent cash rights subject to the same vesting conditions that applied immediately prior to the effective time.

The Merger Agreement includes a Go-Shop Period running until midnight New York City time on November 29, 2026, during which ADT is permitted to solicit, encourage, and facilitate alternative acquisition proposals and share non-public information with third parties. After that period, customary "no-shop" restrictions apply, though the filing describes a Go-Shop Extension through December 8, 2026, for any third parties the board determines in good faith may lead to a "Superior Proposal." The filing also states that, prior to obtaining stockholder approval, the board retains the ability to change its recommendation or terminate the agreement to enter into a Superior Proposal transaction, subject to notice requirements and a match right period for Parent.

What Was Disclosed

ADT Inc. disclosed on October 29, 2026, that it signed a merger agreement under which each share of its common stock would receive $10.00 in cash. The filing identifies closing conditions, a Go-Shop Period through November 29, 2026, and restrictions on dividends prior to closing.