ADT Inc.ADT
ADT Inc. Stock Compensation Disclosure
SHARE-BASED COMPENSATION
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The Company grants share-based compensation awards to participants under the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”). Share-based compensation expense is recognized in the Consolidated Statements of Operations as follows:
| Years Ended December 31, | ||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Selling, general, and administrative expenses | $ | 54,553 | $ | 48,745 | $ | 38,626 | ||||||||||||||
Income (loss) from discontinued operations, net of tax | — | (132) | 12,511 | |||||||||||||||||
Total share-based compensation expense | $ | 54,553 | $ | 48,613 | $ | 51,137 | ||||||||||||||
The Company modified certain share-based compensation awards which resulted in additional share-based compensation expense of $11 million and $13 million in 2025 and 2024, respectively, associated with these modifications.
The following discussion of the Company’s share-based compensation awards includes awards related to continuing and discontinued operations, unless otherwise noted.
2016 Plan
As of December 31, 2025, the Company is authorized to issue no more than approximately 5 million shares of Common Stock by the exercise or vesting of granted awards under the 2016 Plan. The Company does not expect to issue additional awards under the 2016 Plan. Unrecognized share-based compensation expense as of December 31, 2025 and share-based compensation expense for awards granted under the 2016 Plan were not material during the periods presented.
Distributed Shares and Class B Unit Redemption
In connection with the IPO, each holder of Class B awards (“Class B Units”), which were issued to certain participants by Ultimate Parent prior to the IPO, had their entire Class B interest in Ultimate Parent redeemed for the number of shares of the Company’s Common Stock (the “Distributed Shares”) that would have been distributed to such holder under the terms of Ultimate Parent’s operating agreement in a hypothetical liquidation on the date and price of the IPO (the “Class B Unit Redemption”).
The Class B Unit Redemption resulted in a modification of the Class B Units, whereby each holder received both vested and unvested Distributed Shares in the same proportion as the holder’s vested and unvested Class B Units held immediately prior to the IPO. As a result of the Class B Unit Redemption, holders of Class B Units received a total of 20.6 million shares of the Company’s Common Stock, of which 50% were subject to the same vesting conditions under the Class B Unit Service Tranche (the “Distributed Shares Service Tranche”), which were subject to ratable service-based vesting over a five-year period, and 50% were subject to the same vesting conditions under the Class B Unit Performance Tranche (the “Distributed Shares Performance Tranche”), which were based on the achievement of certain investment return thresholds by Apollo. The Distributed Shares also have certain other restrictions pursuant to the terms and conditions of the Company’s Amended and Restated Management Investor Rights Agreement (the “MIRA”). The MIRA was terminated in June 2025.
During 2025, certain of the Distributed Shares were modified in a manner that resulted in such awards immediately vesting. As of December 31, 2025, there were approximately 3.6 million Distributed Shares unvested and outstanding.
2018 Plan
In January 2018, the Company approved the 2018 Plan, which became effective upon consummation of the IPO. As of December 31, 2025, the 2018 Plan, as amended, authorizes the issuance of no more than approximately 138 million shares of Common Stock by the exercise or vesting of granted awards, which are generally stock options and restricted stock units (“RSUs”). The Company satisfies the exercise of options and the vesting of RSUs through the issuance of authorized but previously unissued shares of Common Stock.
Awards issued under the 2018 Plan include retirement provisions that allow awards to continue to vest in accordance with the granted terms in its entirety or on a pro-rata basis when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the date of grant. Accordingly, share-based compensation expense for service-based awards is recognized on a straight-line basis over the vesting period, or on an accelerated basis for retirement-eligible participants where applicable. The Company accounts for forfeitures as they occur.
Top-up Options
In connection with the Class B Unit Redemption in 2018, the Company granted 12.7 million options to holders of Class B Units (the “Top-up Options”). The Top-up Options have an exercise price equal to the IPO price per share of the Company’s Common Stock, as adjusted in accordance with 2018 Plan provisions, and a contractual term of ten years from the grant date. Similar to the vesting conditions outlined above for the Distributed Shares, the Top-up Options contain a tranche subject to service-based vesting (the “Top-up Options Service Tranche”) and a tranche subject to vesting based upon the achievement of certain investment return thresholds by Apollo (the “Top-up Options Performance Tranche”). Recipients of the Top-up Options received both vested and unvested Top-up Options in the same proportion as the vested and unvested Class B Units held immediately prior to the IPO and Class B Unit Redemption. The Top-up Options vesting conditions are the same as those attributable to the Distributed Shares, including the condition that accelerated vesting of the unvested options in the Top-up
Options Service Tranche causing them to become fully vested six months from the IPO. Any shares of the Company’s Common Stock acquired upon exercise of the Top-up Options will be subject to the terms of the MIRA.
The following table summarizes activity related to the Top-up Options:
| Service Tranche | Performance Tranche | |||||||||||||||||||||||||||||||||||||
| Number of Top-up Options | Weighted-Average Exercise Price | Number of Top-up Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value(1) (in thousands) | Weighted-Average Remaining Contractual Term (Years) | |||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 5,955,254 | $ | 13.30 | 5,624,601 | $ | 13.30 | ||||||||||||||||||||||||||||||||
| Exercised | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Forfeited | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 5,955,254 | $ | 13.30 | 5,624,601 | $ | 13.30 | — | 2.0 | ||||||||||||||||||||||||||||||
Exercisable as of December 31, 2025(2) | 5,955,254 | $ | 13.30 | 3,528,647 | $ | 13.30 | — | 2.0 | ||||||||||||||||||||||||||||||
(1) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2025.
(2) During 2025, certain of the performance tranche of the Top-up Options were modified in a manner that resulted in such awards immediately vesting and becoming exercisable.
Options
Options granted under the 2018 Plan are primarily service-based awards that vest over a three-year period from the date of grant, have an exercise price equal to the closing price per share of the Company’s Common Stock on the date of grant, as adjusted in accordance with 2018 Plan provisions, and have a contractual term of ten years from the date of grant.
During 2025 and 2024, the weighted-average grant date fair value for options granted during each year was $2.66 and $2.56, respectively. No options were granted under the 2018 Plan during 2023.
The Company used a binomial lattice model to determine the grant date fair value for options granted in 2025 based on the following assumptions:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Expected exercise term (years) | 6 - 7 | 7 | |||||||||
Expected volatility(1) | 41.7% - 42.3% | 49.9% | |||||||||
Expected dividend yield(2) | 2.8% - 2.9% | 3.4% | |||||||||
Risk-free interest rate(3) | 4.2% - 4.2% | 4.0% | |||||||||
(1) Estimated using historical and implied stock price volatility of the Company.
(2) Calculated by taking the annual dividend run-rate and dividing by the stock price at date of grant.
(3) Based on the U.S. Treasury yield curve.
The following table summarizes activity related to 2018 Plan options during 2025:
| Number of Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value(1) (in thousands) | Weighted-Average Remaining Contractual Term (Years) | |||||||||||||||||||||||
| Outstanding as of December 31, 2024 | 21,249,710 | $ | 6.77 | |||||||||||||||||||||||
| Granted | 8,662,363 | 7.61 | ||||||||||||||||||||||||
| Exercised | (3,085,069) | 6.25 | ||||||||||||||||||||||||
| Forfeited | (1,654,525) | 8.12 | ||||||||||||||||||||||||
| Outstanding as of December 31, 2025 | 25,172,479 | $ | 6.97 | $ | 36,267 | 6.3 | ||||||||||||||||||||
| Exercisable as of December 31, 2025 | 13,360,516 | $ | 6.73 | $ | 26,499 | 4.1 | ||||||||||||||||||||
(1) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2025.
Cash received from the exercise of stock options was $19 million during 2025, and not material during 2024 and 2023.
The intrinsic value of options exercised was $6 million during 2025 and was not material during 2024 and 2023.
Share-based compensation expense associated with options granted under the 2018 Plan was $17 million, $11 million, and $1 million during 2025, 2024, and 2023, respectively.
As of December 31, 2025, unrecognized compensation cost related to options was $8 million.
Restricted Stock Units
RSUs granted under the 2018 Plan are primarily service-based awards with a three-year graded vesting period from the date of grant. The fair value is equal to the closing price per share of the Company’s Common Stock on the date of grant.
Additionally, RSUs entitle the holder to dividend equivalent units (“DEUs”), which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs. DEUs are charged against accumulated deficit when dividends are paid.
The following table summarizes activity related to the 2018 Plan RSUs (including DEUs) during 2025:
| Number of RSUs | Weighted-Average Grant Date Fair Value | |||||||||||||
| Unvested as of December 31, 2024 | 8,264,015 | $ | 7.14 | |||||||||||
| Granted | 4,214,266 | 7.69 | ||||||||||||
| Vested | (3,641,618) | 7.36 | ||||||||||||
| Forfeited | (854,723) | 6.95 | ||||||||||||
| Unvested as of December 31, 2025 | 7,981,940 | $ | 7.31 | |||||||||||
The weighted-average grant date fair value of RSU’s granted during 2024 and 2023 was $6.65 and $7.56, respectively.
During 2025, 2024, and 2023, total share-based compensation expense associated with RSUs granted under the 2018 Plan was $27 million, $25 million, and $47 million, respectively, the majority of which relates to the Company’s continuing operations.
During 2025, 2024, and 2023, the fair value of RSUs (including DEUs) that vested and converted to shares of Common Stock on their respective vesting dates was approximately $33 million, $34 million, and $56 million, respectively.
As of December 31, 2025, unrecognized compensation cost related to RSUs granted under the 2018 Plan was $25 million, which will be recognized over a period of approximately 1.7 years.
Other
Subsequent event - In connection with the Origin AI Acquisition, the Board of Directors approved a grant of RSUs (the “Origin AI Retention Awards”) as a material inducement for certain key employees of Origin AI to remain employed with the Company following the acquisition. The Company filed a registration statement on Form S-8, which registers 8.1 million shares of Common Stock that are issuable upon vesting and settlement of the Origin AI Retention Awards.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 10, 2020 | |
| 2018 | Mar 11, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.