As filed with the Securities and Exchange Commission on February 14, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________________________


ADT INC.
(Exact name of Registrant as specified in its charter)
_______________________________________
Delaware47-4116383
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)

1501 Yamato Road
Boca Raton, Florida 33431
(Address, including zip code, of Registrant’s principal executive offices)

ADT Inc. 2018 Omnibus Incentive Plan, as amended
(Full title of the plan)

James D. DeVries
President and Chief Executive Officer
1501 Yamato Road
Boca Raton, Florida 33431
(561) 988-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐







EXPLANATORY NOTE
The Registration Statements on Form S-8 filed by ADT Inc. (the “Company”) on January 30, 2018 (File No. 333-222783) and October 3, 2019 (File No. 333-234077) (collectively, the “Prior Registration Statements”) are each hereby incorporated by reference. By such Prior Registration Statements, the Company registered 92,348,593 shares of its common stock (“Common Stock”) that were reserved for issuance in respect of awards granted under the Company’s 2016 Equity Incentive Plan and awards granted under the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”).
On February 22, 2024, the board of directors of the Company approved an amendment to the 2018 Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 87,545,456 shares to 137,545,456 shares, an increase of 50,000,000 shares (the “2024 Plan Amendment”), subject to stockholder approval at the 2024 Annual Meeting of Stockholders. On May 22, 2024, the stockholders approved the 2024 Plan Amendment. This registration statement on Form S-8 (this “Registration Statement”) is to register the additional 50,000,000 shares of Common Stock, therefore increasing the total pool of shares of Common Stock available for future issuance pursuant to the 2024 Plan Amendment to 137,545,456 shares.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of the Prior Registration Statements are modified as set forth in this Registration Statement.




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Documents by Reference
The following documents previously filed by the Company with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement:

1.The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”), filed with the SEC on February 28, 2024;
2.The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on April 25, 2024;
3.The Company’s Quarterly Report on Form 10-Q for the second quarter ended June 30, 2024 filed with the SEC on August 1, 2024;
4.The Company’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2024 filed with the SEC on October 24, 2024;
6.The description of the Common Stock set forth in the Company’s registration statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on January 18, 2018, and any amendment or report filed for the purpose of updating any such description, including Exhibit 4.38 to the Annual Report.
In addition, all reports and documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.



Item 8.Exhibits
The following documents are filed as exhibits to this Registration Statement:
Incorporated by Reference
Exhibit No.DescriptionFormExhibitFiling Date
4.18-K3.19/17/2020
4.210-Q3.18/1/2024
4.38-K3.19/18/2023
5.1*
23.1*
23.2*
24.1*
99.1S-1/A10.321/8/2018
99.210-Q10.338/6/2019
99.3*
107*

* Filed herewith.




SIGNATURES
Pursuant to the requirements of the Securities Act, ADT Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on February 14, 2025.
ADT INC.,
By:/s/ James D. DeVries
Name:
James D. DeVries
Title
Chairman, President and Chief Executive Officer


SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of David Smail and Jeffrey Likosar, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement and Power of Attorney have been signed on February 14, 2025, by the following persons in the capacities indicated.





SignatureTitleDate
/s/ James D. DeVriesChairman, President and Chief Executive OfficerFebruary 14, 2025
James D. DeVries
(Principal Executive Officer)
/s/ Jeffrey LikosarPresident, Corporate Development and Transformation, and Chief Financial OfficerFebruary 14, 2025
Jeffrey Likosar
(Principal Financial Officer)
/s/ Steven BurzoVice President, Chief Accounting Officer and ControllerFebruary 14, 2025
Steven Burzo
(Principal Accounting Officer)
/s/ Nicole BonsignoreDirectorFebruary 14, 2025
Nicole Bonsignore
/s/ Marques ColemanDirectorFebruary 14, 2025
Marques Coleman
/s/ Thomas GartlandDirectorFebruary 14, 2025
Thomas Gartland
/s/ Tracey R. GriffinDirectorFebruary 14, 2025
Tracey R. Griffin
/s/ Benjamin HonigDirectorFebruary 14, 2025
Benjamin Honig
/s/ Daniel HoustonDirectorFebruary 14, 2025
Daniel Houston
/s/ William M. Lewis, Jr.DirectorFebruary 14, 2025
William M. Lewis, Jr.
/s/ Reed B. RaymanDirectorFebruary 14, 2025
Reed B. Rayman
/s/ Paul J. SmithDirectorFebruary 14, 2025
Paul J. Smith
/s/ Lee J. SolomonDirectorFebruary 14, 2025
Lee J. Solomon
/s/ Danielle TiedtDirectorFebruary 14, 2025
Danielle Tiedt



/s/ Matthew E. WinterDirectorFebruary 14, 2025
Matthew E. Winter
/s/ Suzanne YoonDirectorFebruary 14, 2025
Suzanne Yoon
/s/ Sigal ZarmiDirectorFebruary 14, 2025
Sigal Zarmi



image_0.jpg
Exhibit 5.1


February 14, 2025
ADT Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to ADT Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”), relating to the 50,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable pursuant to the 2018 Omnibus Incentive Plan (as amended, the “Omnibus Plan”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Amended and Restated Certificate of Incorporation of the Company; (b) the Amended and Restated Bylaws of the Company; (c) resolutions adopted by the board of directors of the Company on February 22, 2024; and (d) the Omnibus Plan.
In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We have relied, with respect to factual matters, on statements of public officials and officers and other representatives of the Company.
Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that the Shares when, and if, issued pursuant to the terms of the Omnibus Plan, will be validly issued, fully paid and non-assessable.
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Cravath, Swaine & Moore LLP
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431



cravathfootersvg.jpg
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ADT Inc. of our report dated February 28, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in ADT Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
February 14, 2025


Exhibit 99.3
SECOND AMENDMENT TO ADT INC.
2018 OMNIBUS INCENTIVE PLAN
The ADT Inc. 2018 Omnibus Incentive Plan (as amended, the “Plan”) is hereby amended, effective as of February 22, 2024 (the “Effective Date”), as follows:
1.Amendment to Section 2 of the Plan. Section 2 of the Plan is hereby amended by deleting the second sentence in its entirety and replacing it with the following:
“The expiration date of the Plan, on and after which date no Awards may be granted, shall be February 22, 2034; provided, however, that such expiration shall not affect awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.”
2.Amendment to Section 5(b) of the Plan. Section 5(b) of the Plan is hereby amended and restated in its entirety as follows:
“(b) Share Limits. Subject to Section 11 of the Plan and subsection (e) below, the following limitations apply to the grant of Awards: (i) no more than 137,545,456 shares of Common Stock may be reserved for issuance and delivered in the aggregate pursuant to Awards granted under the Plan (the “Share Pool”); (ii) no more than 137,545,456 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under the Plan; and (iii) the maximum amount (based on the Fair Market Value of shares of Common Stock on the date of grant as determined in accordance with applicable financial accounting rules) of Awards that may be granted in any single fiscal year to any non-employee member of the Board, taken together with any cash fees paid to such non-employee member of the Board during such fiscal year, shall be $400,000; provided, that the foregoing limitation shall not apply in respect of any Awards issued to a non-employee director in respect of any one-time initial equity grant upon a non-employee director’s appointment to the Board.”
3.Effectiveness. In accordance with Section 13(a) of the Plan, the effectiveness of this Amendment is subject to the approval of the Company’s stockholders at the Company’s 2024 annual general meeting of stockholders. For the avoidance of doubt, if stockholder approval is not obtained, then this Amendment shall be void ab initio and of no force and effect.
4.Effect on the Plan. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Plan not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Plan are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the Effective Date, each reference in the Plan to “this Plan,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.


IN WITNESS WHEREOF, the undersigned, being authorized by the Board of Directors to execute this Amendment in evidence of the adoption of this Amendment by the Board of Directors, has executed this Amendment as of the date first written above.


ADT INC.
By:/s/ David Smail
David Smail
Executive Vice President, Chief Legal Officer and Secretary

[Signature Page to Second Amendment to ADT Inc. 2018 Omnibus Incentive Plan]
0001703056S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00017030562025-02-142025-02-14000170305612025-02-142025-02-14

Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
ADT Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)(2)Proposed Maximum Offering Price Per Unit (3)Maximum Aggregate Offering Price (3)Fee RateAmount of Registration Fee (4)
Equity
Common Stock, par value $0.01 per share (“Common Stock”)
Other50,000,000$7.47$373,500,000$153.10 per $1,000,000$57,182.85
Total Offering Amounts$373,500,000$57,182.85
Total Fee Offsets$—
Net Fee Due$57,182.85
(1)    This registration statement (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) by ADT Inc. (the “Registrant”) to register 50,000,000 additional shares of Common Stock which may be issued under the ADT Inc. 2018 Omnibus Incentive Plan (as the same may be further amended from time to time, the “2018 Plan”).
(2)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the 2018 Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of Common Stock.
(3)    Estimated solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Common Stock reported on the New York Stock Exchange on February 10, 2025.
(4)    Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $153.10 per $1,000,000 of the proposed maximum aggregate offering price.




v3.25.0.1
Submission
Feb. 14, 2025
Submission [Line Items]  
Central Index Key 0001703056
Registrant Name ADT Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 14, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.01 per share
Amount Registered | shares 50,000,000
Proposed Maximum Offering Price per Unit 7.47
Maximum Aggregate Offering Price $ 373,500,000
Fee Rate 0.01531%
Amount of Registration Fee $ 57,182.85
Offering Note
(1)    This registration statement (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) by ADT Inc. (the “Registrant”) to register 50,000,000 additional shares of Common Stock which may be issued under the ADT Inc. 2018 Omnibus Incentive Plan (as the same may be further amended from time to time, the “2018 Plan”).
(2)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the 2018 Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of Common Stock.
(3)    Estimated solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Common Stock reported on the New York Stock Exchange on February 10, 2025.
(4)    Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $153.10 per $1,000,000 of the proposed maximum aggregate offering price.
v3.25.0.1
Fees Summary
Feb. 14, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 373,500,000
Total Fee Amount 57,182.85
Total Offset Amount 0
Net Fee $ 57,182.85
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