ADT agrees to $10.00 a share cash sale to Abode Parent

ADT Inc. (ADT) agreed on Oct. 29, 2026, to be acquired by Abode Parent, LLC in an all-cash deal, a regulatory filing showed. Stockholders will receive $10.00 in cash for each share under the terms of the agreement.

Under the Agreement and Plan of Merger, Abode Merger Sub, Inc., a wholly owned subsidiary of Parent, will merge with and into the company. The company will continue as the surviving corporation and become a wholly owned subsidiary of Parent.

Common stock and Class B common stock will convert into the right to receive $10.00 in cash, without interest. Shares owned by Parent or Merger Sub, held as treasury shares, or held by holders who properly exercise appraisal rights under Delaware law are excluded.

Unvested stock options and restricted stock units will be canceled and converted into contingent cash rights, with the same vesting terms. Options with an exercise price at or above $10.00 will be canceled for no consideration. Vested awards will be paid at the effective time.

The merger requires approval by the company's stockholders and the expiration or early termination of the Hart-Scott-Rodino waiting period. It also requires that no U.S. legal restraints prohibit the merger and that other customary conditions are met.

The agreement includes a go-shop period that runs until midnight, New York City time, on Nov. 29, 2026. During that window the company may solicit alternative acquisition proposals and talk with third parties.

Third parties that the board determines could lead to a superior proposal may continue talks until Dec. 8, 2026. The filing calls those parties excluded parties.

After the go-shop ends, the company faces customary no-shop restrictions. Before stockholders approve the deal, the board may change its recommendation or terminate the agreement for a superior proposal, subject to notice and a match right for Parent.

The company must still hold a stockholder meeting to vote on the merger even if the board changes its recommendation, unless it terminates the agreement.

The company would pay a termination fee of $227 million in certain cases, including when it terminates to accept a superior proposal. That fee drops to $114 million if the superior proposal comes during the go-shop period or from an excluded party.

Parent would pay the company a $473 million termination fee in certain circumstances, including if the company terminates because Parent fails to close when required.

Either party may terminate the agreement if the merger is not completed by July 29, 2027. Parent may also terminate if the board changes its recommendation.

Parent has obtained an equity financing commitment from an affiliate, which also provided a limited guarantee for certain Parent obligations, including the $473 million fee. It has also obtained a preferred equity commitment and a debt commitment from funds managed by affiliates of Apollo Global Management, Inc.

The filing says the combined commitments are sufficient to fund all payment obligations of Parent and Merger Sub. Closing is not conditioned on financing, and the company may seek specific performance if the closing conditions are met.

Before closing, the company may not declare or pay dividends without Parent's consent, the filing said.

Separately, the compensation committee added three executives, James DeVries, Jeffrey Likosar and David Smail, to the company's Change in Control Severance Plan, effective immediately. The filing said they were the only eligible officers not yet added, and the committee acted to treat eligible officers uniformly.

The filing does not give an expected closing date. The full agreement is attached as Exhibit 2.1.