Form 4: Apollo Affiliates Divest 71 Million ADT Shares in Pre-Planned Sale

Apollo-affiliated entities, including Prime Security Services TopCo (ML), L.P. and Prime Security Services TopCo (ML II), L.P., sold 71 million shares of ADT Inc. common stock at $8.31 per share under a Rule 10b5-1 plan.

Summary

• Apollo-affiliated entities, specifically Prime Security Services TopCo (ML), L.P. and Prime Security Services TopCo (ML II), L.P., sold an aggregate of 71,000,000 shares of ADT Inc. common stock.
• The transaction occurred on July 28, 2025, and was executed in the open market.
• The shares were sold at a price of $8.31 per share.
• Prime Security Services TopCo (ML), L.P. sold 66,345,956 shares.
• Prime Security Services TopCo (ML II), L.P. sold 4,654,044 shares.
• The sale was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following the reported transaction, the Apollo Stockholders beneficially own 112,650,366 shares of ADT common stock indirectly.
• Various Apollo entities and individuals (Marc Rowan, Scott Kleinman, and James Zelter) disclaim beneficial ownership of all shares reported, except to the extent of their pecuniary interest.

Sentiment

Score: 4

Explanation: While the sale of a significant block of shares by a major institutional investor and 10% owner, Apollo, typically indicates a reduction in their stake, the fact that it was executed under a Rule 10b5-1 plan suggests it was a pre-scheduled transaction rather than a reaction to recent negative developments. However, the sheer volume of shares sold still represents a substantial divestment.

Positives

• The transaction was made pursuant to a Rule 10b5-1 plan, indicating a pre-scheduled sale rather than a reactive decision based on recent negative developments.

Negatives

• A significant divestment of 71,000,000 shares by major 10% owners and entities with director relationships, reducing their stake in ADT Inc.
• The sale represents a substantial block of shares, potentially increasing market supply and putting downward pressure on the stock price.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding ADT Inc.'s future performance or strategic direction.

Management Comments

• Various Apollo entities and individuals, including Messrs. Marc Rowan, Scott Kleinman, and James Zelter, disclaim beneficial ownership of all shares of common stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of their pecuniary interest therein.

Industry Context

This transaction represents a significant divestment by a major private equity sponsor (Apollo) in a publicly traded security services company (ADT). Such large block sales are common as private equity firms monetize their investments over time, often as part of a pre-planned strategy.

Related Party Transactions

• Sale of 71,000,000 shares of ADT common stock by Apollo-affiliated entities (Prime Security Services TopCo (ML), L.P. and Prime Security Services TopCo (ML II), L.P.), who are 10% owners and have director relationships with ADT Inc.

Stakeholder Impact

• Shareholders: Potential negative impact due to the large supply of shares entering the market and the perception of a major insider reducing their stake.
• Company (ADT Inc.): No direct operational impact, but the stock price may experience downward pressure due to the increased supply of shares.

Key Dates

Recommendation

The sale of 71,000,000 shares by Apollo-affiliated entities, while significant, was conducted under a Rule 10b5-1 plan, indicating a pre-scheduled divestment strategy rather than an immediate reaction to company performance. Investors should hold to observe market absorption of this large block and assess any further strategic moves by Apollo or ADT's operational performance.

Keywords

ADT, Apollo, stock sale, insider transaction, beneficial ownership, Form 4, Rule 10b5-1, security services