ADT Inc. filed soliciting material with the SEC on November 3, 2026, consisting of the transcript of its third quarter 2026 earnings conference call, which addressed both the pending acquisition by Thrive Holdings and the company's quarterly financial results.

Key Highlights

  • All-cash acquisition announced: ADT has entered into a definitive agreement to be acquired by Thrive Holdings at $10 per share in cash, unanimously approved by ADT's Board of Directors.
  • Transaction valuation: The agreement values ADT at approximately $7.6 billion in equity value and $15.3 billion in enterprise value, according to the filing.
  • Premium to shareholders: The $10 per share price represents a 46% premium to ADT's unaffected closing share price on October 27, and a 52% premium to the 30-day volume-weighted average share price ending on that date.
  • Q3 total revenue: Total revenue was $1.35 billion, up 4% year-over-year, with adjusted free cash flow of $217 million, up 4% in the quarter.
  • Year-to-date cash generation: Adjusted free cash flow including interest rate swaps exceeded $1 billion through the first three quarters, surpassing the prior full-year level.
  • Shareholder returns: ADT returned $64 million to shareholders during the quarter, including $23 million in share repurchases and $41 million in dividends.
  • Expected close and go-shop period: The transaction is anticipated to close in the first quarter of 2027, with a go-shop period running through November 28, 2026.

ADT Discloses Thrive Holdings Acquisition Terms and Third Quarter 2026 Financial Results

According to the filing, ADT Inc. (NYSE:ADT) announced on October 29, 2026, that it had entered into a definitive agreement to be acquired by Thrive Holdings in an all-cash transaction priced at $10 per share. The company disclosed that its Board of Directors unanimously approved the agreement, and that Thrive Holdings expects to finance the transaction through a combination of equity, debt, and preferred equity. ADT stated that its data and privacy policies will remain unchanged and "no new data sharing will occur without customer permission." The merger agreement includes a go-shop period through November 28, 2026, and closing is subject to ADT stockholder approval and U.S. antitrust clearance.

On the financial side, the filing reported that Q3 2026 total revenue reached $1.35 billion, up 4% year-over-year. Installation, product, and other revenue was $265 million, up 32%, driven by a higher mix of professionally installed systems under the outright sales model. Monitoring and related services revenue was $1.08 billion, down 1%, a decline the filing attributed primarily to the October 2025 divestiture of the multifamily business. Adjusted EBITDA was $665 million, down 2%, reflecting higher general and administrative costs including technology investments. Adjusted EPS was $0.24, up 4% for the quarter, and $0.71 on a year-to-date basis, up 6%.

Operational metrics disclosed in the filing included gross customer revenue attrition of 13.1%, compared with 13% a year ago, and trailing 12-month revenue payback of 2.3 years, consistent with the prior year. Gross RMR additions were $12.1 million on 195,000 gross unit additions. The company ended the quarter with $228 million of cash and cash equivalents and net leverage of 2.7x adjusted EBITDA. The filing also noted that ADT secured $100 million of incremental borrowings under its First Lien Term Loan A due 2030 in August. Due to the pending transaction, ADT stated it is withdrawing previously issued financial guidance and will not provide new guidance.

What Was Disclosed

ADT filed the transcript of its Q3 2026 earnings call as soliciting material under Rule 14a-12, disclosing both the terms of the pending Thrive Holdings all-cash acquisition and third quarter financial results including revenue, adjusted EBITDA, cash flow, and operational metrics.