ADT (ADT) Proxy filing summary

Executive summary

• On October 29, 2026, Abode Parent and Abode Merger Sub agreed to acquire all eligible common and Class B shares for $10 cash per share; closing requires stockholder approval and customary conditions.

• The merger is not conditioned on financing; the agreement sets July 29, 2027 as the outside date for closing.

Voting matters and shareholder proposals

• Approval requires an affirmative vote of holders of a majority of outstanding common and Class B shares, voting together as one class; the Board recommends adoption.

• A preliminary proxy statement is due within 15 business days after signing; the stockholder meeting follows SEC review, with the definitive proxy distributed after the no-shop period begins.

• A go-shop period runs through November 28, 2026, with a possible extension for qualifying parties through December 8; afterward, no-shop limits apply, subject to fiduciary and superior-proposal exceptions.

• Termination fees are $227 million, reduced to $114 million for qualifying go-shop or extension proposals; a $473 million fee may be payable by Parent in specified circumstances.

Board of directors and corporate governance

• The Board unanimously approved the merger, found it advisable and in stockholders’ best interests, and recommended adoption; it may change its recommendation or pursue a superior proposal under specified procedures.

• Citi and Goldman Sachs each delivered a fairness opinion finding the $10 cash consideration fair from a financial point of view to eligible holders.

• Following closing, Merger Sub’s directors become directors of the surviving entity; incumbent officers continue in office, subject to replacement.