ADT Inc. 8-K

What Happened ADT Inc. filed an 8-K on May 8, 2026 disclosing that three directors—Reed B. Rayman and Nicole Bonsignore (both Class III) and Benjamin Honig (Class I)—resigned from the board effective May 5, 2026. Each was an Apollo designee; their resignations relate to Apollo Global Management’s sale of all remaining ADT shares and were not due to any disagreement with the company. Separately, ADT closed an underwritten offering by Apollo-managed selling stockholders of 102,000,366 shares and repurchased 29,142,961 of those shares on May 5, 2026 as part of its previously announced $1.5 billion share repurchase program. The board also amended the company’s bylaws on May 8, 2026 to remove references to Apollo and the related stockholders agreement.

Key Details

• Three board members resigned: Reed B. Rayman, Nicole Bonsignore (Class III, terms expiring 2026) and Benjamin Honig (Class I, term expiring 2027); resignations effective May 5, 2026.
• Selling stockholders (entities managed by Apollo) sold 102,000,366 shares in the offering; ADT repurchased 29,142,961 shares.
• Share repurchase was executed under ADT’s $1.5 billion repurchase plan announced March 2, 2026; the company paid no underwriting fees on repurchased shares.
• Bylaws were amended and restated on May 8, 2026 to remove references to Apollo and the Amended and Restated Stockholders Agreement.

Why It Matters These actions reduce Apollo’s board representation and signal the end of Apollo’s ownership stake in ADT, which may affect corporate governance and investor expectations about strategic influence from that shareholder. The company’s repurchase of 29.1 million shares reduces outstanding shares and reflects use of capital under the $1.5 billion repurchase program—information investors can use when assessing ADT’s capital allocation and potential earnings-per-share impact. The filing notes the resignations were not due to any disagreement with management or the board.