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Equity | 12 Months Ended
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Dec. 31, 2025
Equity [Abstract] |
Equity | EQUITY Common Stock and Class B Common Stock The Company has two classes of common stock, Common Stock and Class B Common Stock, both of which entitle stockholders to one vote for each share of Common Stock. All 54,744,525 outstanding shares of the Company’s Class B Common Stock are held by Google LLC (“Google”). Each share of Class B Common Stock has equal status and rights to dividends as a share of Common Stock. The holders of Class B Common Stock have one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally; provided, however, that holders of Class B Common Stock, as such, are not entitled to vote on the election, appointment, or removal of directors of the Company. Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder thereof, at any time following the earlier of (i) the expiration or early termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, or (ii) to the extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock. Google Investor Rights Agreement In connection with the issuance of the Class B Common Stock, the Company and Google entered into an Investor Rights Agreement (the “Google Investor Rights Agreement”), pursuant to which Google agreed to be bound by customary transfer restrictions and drag-along rights, and be afforded customary registration rights with respect to shares of Class B Common Stock held directly by Google. Under the terms of the Google Investor Rights Agreement, as amended in December 2023, Google was prohibited, subject to certain exceptions, from transferring any shares of Class B Common Stock or any shares of Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by Google, which ended in June 2025. Share Repurchases The Company’s share repurchase plans, as defined below, allowed the Company to purchase Common Stock from time to time in one or more open market or privately negotiated transactions, including pursuant to Rule 10b5-1 or Rule 10b-18 of the Exchange Act, or pursuant to one or more accelerated share repurchase agreements, subject to certain requirements and other factors. The Company was not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases depended on legal requirements, market conditions, stock price, the availability of the safe harbor provided by Rule 10b-18 under the Exchange Act, alternative uses of capital, and other factors. 2024 Share Repurchase Plan In January 2024, the Company's Board of Directors announced a share repurchase plan (the “2024 Share Repurchase Plan”), pursuant to which the Company was authorized to repurchase, through January 29, 2025 up to a maximum aggregate amount of $350 million of shares of the Company's Common Stock. The 2024 Share Repurchase Plan expired in January 2025 with $5 million authorized repurchases remaining. •In March 2024, the Company repurchased and subsequently retired 15 million shares of its Common Stock for $93 million (or $6.22 per share) in connection with an offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information. •In October 2024, the Company repurchased and subsequently retired 16 million shares at a price per share of approximately $7.20 for an aggregate purchase price of $115 million in connection with an offering of the Company’s Common Stock. •In October 2024, the Company repurchased and subsequently retired 5 million shares of Common Stock from a non-affiliate individual at a price per share of $6.40 for an aggregate purchase price of $32 million. •The Company entered into an agreement in December 2024 to repurchase 15 million shares of Common Stock from a non-affiliate individual at a price per share of $6.95 for a total of $104 million. The transaction settled in January 2025, and the Company retired the shares. 2025 Share Repurchase Plan In February 2025, the Company’s Board of Directors announced a new share repurchase plan (the “2025 Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through April 30, 2026, up to a maximum aggregate amount of $500 million of shares of the Company’s Common Stock. As of December 31, 2025, the Company had no authorized amounts remaining under the 2025 Share Repurchase Plan. •In March 2025, the Company repurchased, and subsequently retired, 20 million shares of its Common Stock for $152 million (or $7.62 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information. •In March 2025, the Company repurchased, and subsequently retired, an additional 18 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for $140 million (or $7.79 per share). •Throughout the second quarter of 2025, the Company repurchased, and subsequently retired, 12 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for a total of $96 million (or $8.14 per share). •In July 2025, the Company repurchased, and subsequently retired, 11 million shares of its Common Stock for $93 million (or $8.31 per share) in connection with a secondary offering of the Company’s Common Stock by Apollo. Refer to Note 16 “Related Party Transactions” for further information. •In July 2025, the Company repurchased, and subsequently retired, an additional 2 million shares in the open market pursuant to Rule 10b5-1 and Rule 10b-18 of the Exchange Act in multiple transactions for a total of $19 million (or $8.45 per share). Subsequent Event - 2026 Share Repurchase Plan On February 20, 2026, the Board of Directors authorized a three-year share repurchase plan (the “2026 Share Repurchase Plan”), pursuant to which the Company is authorized to repurchase, through April 30, 2029, up to a maximum aggregate amount of $1.5 billion of shares of the Company's Common Stock. The 2026 Share Repurchase Plan allows the Company to purchase shares of its Common Stock from time to time in one or more open market or privately negotiated transactions, including pursuant to Rule 10b5-1 or Rule 10b-18 of the Exchange Act or pursuant to one or more accelerated share repurchase agreements, subject to certain requirements and other factors. The Company is not obligated to repurchase any of its shares of Common Stock, and the timing and amount of any repurchases will depend on legal requirements, market conditions, stock price, the availability of certain safe harbors provided under the Exchange Act, alternative uses of capital, and other factors. State Farm Transaction State Farm Investor Rights Agreement In October 2022, the Company and State Farm entered into an Investor Rights Agreement (the “State Farm Investor Rights Agreement”), pursuant to which the Board of Directors of the Company increased its size by one director and appointed a designee of State Farm as a member of the Board of Directors. Pursuant to the terms of the State Farm Investor Rights Agreement, State Farm was bound by customary transfer and standstill restrictions and drag-along rights, and be afforded customary registration rights with respect to the State Farm Shares. In particular, State Farm (a) was prohibited, subject to certain customary exceptions, from transferring any of the State Farm Shares until the earlier of (i) October 13, 2025, and (ii) the date on which the development agreement with State Farm (the “State Farm Development Agreement”) has been validly terminated, other than in the event of termination by the Company for a material breach thereof by State Farm, and (b) will be subject to certain standstill restrictions, including that State Farm will be restricted from acquiring additional equity securities of the Company if such acquisition would result in State Farm (and its affiliates) acquiring beneficial ownership in excess of 18% of the issued and outstanding Common Stock, taking into account on an as-converted basis the issued and outstanding Class B Common Stock, until five days after the date that no designee of State Farm serves on the Board of Directors and State Farm has no rights (or has irrevocably waived its right) to nominate a designee to the Board of Directors. Notwithstanding the standstill restrictions described above, State Farm will not be restricted from acquiring shares of Common Stock or other equity securities of the Company from Prime Security Services TopCo Parent, L.P. and its affiliates so long as State Farm and its affiliates would not, subject to certain exceptions, beneficially own in excess of 25% of the issued and outstanding Common Stock, taking into account on an as-converted basis the issued and outstanding Class B Common Stock, as a result of such acquisition. In addition, under the terms of the State Farm Investor Rights Agreement, in the event that the Company proposes to issue and sell shares of Common Stock, Class B Common Stock, or other equity securities of the Company to certain homeowners’ insurance and reinsurance companies, State Farm will have a right of first refusal with respect to such proposed issuance and sale on the same terms and conditions (the “ROFR”). The ROFR will terminate upon the earliest to occur of (i) State Farm and its permitted transferees no longer collectively owning shares of Common Stock equal to at least 50% of the State Farm Shares; (ii) the termination of the State Farm Development Agreement by the Company for a material breach by State Farm; and (iii) to the extent that the State Farm Development Agreement does not remain in effect on such date, the five (5) year anniversary of the Closing. State Farm Development Agreement At the Closing, the Company, ADT LLC (an indirect wholly owned subsidiary of the Company), and State Farm entered into the State Farm Development Agreement pursuant to which State Farm committed up to $300 million to an Opportunity Fund that funded certain product and technology innovation, customer growth, and marketing initiatives that were agreed on between State Farm and the Company. Additionally at the Closing, the Company received $100 million of the Opportunity Fund, which was restricted until such time as the Company used the funds in accordance with the State Farm Development Agreement. The Company’s use of the funds was also subject to approval by State Farm. The Company recorded the cash received from the Opportunity Fund as restricted cash and a corresponding liability, which was reflected in accrued expenses and other current liabilities. The State Farm Development Agreement expired on October 13, 2025. On October 24, 2025, the Company repaid to State Farm substantially all of the balance of the Opportunity Fund held by the Company. State Farm has no obligation to fund the Opportunity Fund in the future. In addition, the Company ended its State Farm partnership programs in existing states in connection with the expiration of the State Farm Development Agreement. Refer to Note 16 “Related Party Transactions” for more information on the Opportunity Fund. Dividends Stockholders are entitled to receive dividends when, as, and if declared by the Company’s Board of Directors out of funds legally available for that purpose.
(in thousands, except per share data) |  | Common Stock |  | Class B Common Stock
Declaration Date |  | Record Date |  | Payment Date |  | Per Share |  | Aggregate |  | Per Share |  | Aggregate
Year Ended December 31, 2025
2/27/25 |  | 3/13/25 |  | 4/3/25 |  | $ | 0.055 |  |  | $ | 44,175 |  |  | $ | 0.055 |  |  | $ | 3,011 |
4/24/25 |  | 6/12/25 |  | 7/8/25 |  | 0.055 |  |  | 42,884 |  |  | 0.055 |  |  | 3,011 |
7/24/25 |  | 9/11/25 |  | 10/2/25 |  | 0.055 |  |  | 42,080 |  |  | 0.055 |  |  | 3,011 |
11/4/25 |  | 12/11/25 |  | 1/8/26 |  | 0.055 |  |  | 42,086 |  |  | 0.055 |  |  | 3,011 |
Total |  | $ | 0.220 |  |  | $ | 171,225 |  |  | $ | 0.220 |  |  | $ | 12,044 |
Year Ended December 31, 2024
1/24/24 |  | 3/14/24 |  | 4/4/24 |  | $ | 0.055 |  |  | $ | 47,059 |  |  | $ | 0.055 |  |  | $ | 3,011 |
4/25/24 |  | 6/13/24 |  | 7/9/24 |  | 0.055 |  |  | 47,137 |  |  | 0.055 |  |  | 3,011 |
8/1/24 |  | 9/13/24 |  | 10/4/24 |  | 0.055 |  |  | 47,146 |  |  | 0.055 |  |  | 3,011 |
10/24/24 |  | 12/12/24 |  | 1/9/25 |  | 0.055 |  |  | 46,012 |  |  | 0.055 |  |  | 3,011 |
Total |  | $ | 0.220 |  |  | $ | 187,354 |  |  | $ | 0.220 |  |  | $ | 12,044 |
During 2023, the Company declared aggregate dividends of $0.14 per share on Common Stock ($121 million) and $0.14 per share on Class B Common Stock ($8 million). Subsequent Event - On March 2, 2026, the Company announced a dividend of $0.055 per share to holders of Common Stock and Class B Common Stock of record on March 12, 2026, which will be distributed on or about April 2, 2026. Accumulated Other Comprehensive Income (Loss) Refer to Note 8 “Derivative Financial Instruments” for AOCI reclassifications associated with cash flow hedges. Other changes in AOCI, which primarily relate to the Company’s defined benefit pension plans, were not material.

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