ADT Inc. filed soliciting material on October 29, 2026, consisting of an internal email from Executive VP and Chief People and Administrative Officer Dave Scott to all employee equity holders, explaining how their outstanding awards will be treated under a definitive agreement for ADT to be acquired by Thrive Holdings.

Key Highlights

  • Acquisition announced: ADT has entered into a definitive agreement to be acquired by Thrive Holdings, according to the filing.
  • Cash consideration: ADT stockholders will receive $10.00 per share in cash for each share of ADT common stock they own, subject to the terms of the merger agreement.
  • Equity award conversion: Outstanding employee equity awards will be assumed by Thrive Holdings and convert to cash awards based on the transaction price, subject to the same time-vesting schedules and performance milestones.
  • Vested stock options: Vested stock options will be cashed out at the completion of the transaction based on the transaction price, less the exercise price.
  • Closing conditions: The transaction remains subject to approval by ADT's stockholders and receipt of U.S. antitrust approval, among other customary closing conditions.
  • Future incentive program: Once the transaction closes, public company equity instruments such as RSUs and options will no longer be part of employee compensation; ADT stated it will maintain a long-term incentive program to be jointly designed with Thrive Holdings.

ADT Employee Equity Awards and the Thrive Holdings Acquisition Agreement

The communication, sent by Dave Scott, Executive VP and Chief People and Administrative Officer of ADT Inc., informed employee equity holders that ADT has entered into a definitive agreement to be acquired by Thrive Holdings. According to the filing, upon completion of the transaction, ADT stockholders will receive $10.00 per share in cash for each share of ADT common stock they own, subject to the terms of the merger agreement.

The filing states that outstanding employee equity awards will be assumed by Thrive Holdings and will convert to cash awards based on the transaction price, with stock options converted less the exercise price. These converted cash awards will remain subject to the same time-vesting schedules and performance milestones as the original equity awards. Vested stock options, the filing notes, will be cashed out at transaction close based on the transaction price minus the exercise price. Employees were told they do not need to take any action at this time.

According to the filing, once the transaction closes, public company equity instruments such as RSUs and options will no longer form part of employee compensation. ADT disclosed that it will maintain a long-term incentive program as part of its compensation structure, which it "will jointly design with Thrive Holdings." The company stated it will share more information as the transaction progresses. The communication contains forward-looking statements, which the filing identifies as subject to significant risks and uncertainties, including the risk that the proposed transaction may not be completed in a timely manner or at all.

What Was Disclosed

ADT Inc. filed soliciting material describing how the company's pending acquisition by Thrive Holdings will affect employee equity awards, stating that outstanding awards will convert to cash at $10.00 per share and that the deal remains subject to stockholder and regulatory approval.