ADT (ADT) Proxy filing summary

Executive summary

• Definitive agreement announced for a $15.3 billion acquisition by Thrive Holdings; completion remains subject to required approvals and other closing conditions.

• Thrive Holdings says its permanent-capital model supports long-term investment; its engineering teams plan to work with existing security expertise, service network and customer relationships.

• Until closing, operations will continue independently as a public company, with focus on reliable service, efficiency and growth initiatives.

Voting matters and shareholder proposals

• Stockholder approval is identified as a required transaction condition; competing proposals, unmet conditions or termination could prevent completion.

• Proxy materials for the proposed transaction are planned; investors and stockholders are urged to review them when available.

Board of directors and corporate governance

• Directors, executive officers, management and employees may be deemed participants in the proxy solicitation; some participants’ interests may differ from stockholders’ interests generally.

• Further information on participants’ interests is expected in the transaction proxy statement; prior director and executive ownership changes were reflected or to be reflected in SEC Forms 3 or 4.