ADT Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-

LOOKING STATEMENTS

This proxy statement contains certain information that may constitute “forward-looking statements” within the meaning

of the U.S. Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections

provided thereunder. While we have specifically identified certain information as being forward-looking in the context of

its presentation, we caution you that all statements contained in this proxy statement that are not clearly historical in

nature, including statements regarding our anticipated financial performance, including our ability to achieve stated

guidance metrics and progress toward medium-term targets; management’s plans and objectives for future operations;

the successful development, commercialization, and timing of new or joint products; business prospects; outcomes of

regulatory proceedings; market conditions; our ability to deploy our business continuity and disaster plans and

procedures to successfully respond to catastrophic events; our strategic partnership and ongoing relationship with

Google; the successful internal development, commercialization, and timing of our next-generation platform and

innovative offerings, including those incorporating AI or advanced sensing capabilities; risks related to the acquisition and

integration of Origin AI and its technology; the successful conversion of customers who continue to utilize outdated

technology; the current and future market size for existing, new, or joint products; any stated or implied outcomes with

regards to the foregoing; and other matters. Any stated or implied outcomes with regards to the foregoing are forward-

looking.

Without limiting the generality of the preceding sentences, any time we use the words “ongoing,” “ expects,” “intends,”

“will,” “anticipates,” “believes,” “confident,” "possible," “continue,” “propose,” “seeks,” “could,” “may,” “should,”

“estimates,” “forecasts,” “might,” “potential,” “outlook,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in

each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly

express that the information deals with possible future events and is forward-looking in nature. However, the absence of

these words or similar expressions does not mean that a statement is not forward-looking.

For ADT, particular uncertainties that could cause our actual results to be materially different than those expressed in our

forward-looking statements include, without limitation:

•our ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other

business partners;

•risks related tothe exit of the residential solar business and the commercial transaction between ADT and GTCR

LLC, including our business becoming less diversified and the possible diversion of management’s attention from

our core business operations;

•our ability to keep pace with rapid technological changes and other industry changes;

•risks related to the expansion and further development of our next-generation platform and our efforts to

migrate our information technology infrastructure, including our customer relationship management and

enterprise resource planning systems, to the cloud;

•our ability to effectively implement our strategic partnership with or utilize any of the amounts invested in us by

Google;

•the impact of supply chain disruptions;

•our ability to maintain and grow our existing customer base and to integrate strategic bulk purchases of customer

accounts;

•our ability to sell our products and services or launch new products and services, including those incorporating AI

or advanced sensing capabilities, in highly competitive markets, including the home security and automation

market, and to achieve market acceptance with acceptable margins;

•our ability to successfully execute and scale our DIY offerings, including customer adoption, digital acquisition,

and expansion into new distribution channels;

•our ability to successfully upgrade obsolete equipment installed at our customers’ premises in an efficient and

cost-effective manner;

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

•any changes in regulations or laws, economic and financial conditions, including labor and tax law changes or any

impacts on the global economy or consumer discretionary spending due to tariffs or otherwise, changes to

privacy requirements, changes to telemarketing, email marketing and similar consumer protection laws, interest

volatility, and trade tariffs and restrictions applicable to the products we sell;

•any impacts from current global, economic, sovereign and political conditions and uncertainties, including the

effects of, and uncertainty regarding, new or proposed tariff or trade regulations;

•any material changes to the valuation allowances we take with respect to our deferred tax assets;

•the impact of cyber attacks or related breaches with respect to information technology systems, cybersecurity, or

data security involving us, our business partners, or other third parties whose systems are interconnected with

ours, and anyfuture or still undetected attacks or incidents;

•risks related to the development, deployment, and use of AI in our products, services, and operations, including

technological and legal uncertainties surrounding AI technologies;

•risks related to the acquisition, integration, and realization of anticipated benefits of Origin AI, including the

performance and commercial viability of its ambient sensing technology;

•our dependence on third-party providers, suppliers, and dealers to enable us to produce and distribute our

products and services in a cost-effective manner that protects our brand;

•our ability to successfully implement an equipment ownership model that best satisfies the needs of our

customers and to successfully implement and maintain our receivables securitization financing agreement or

similar arrangements;

•our ability to successfully pursue alternate business opportunities and strategies;

•our ability to successfully integrate acquired businesses, including bulk acquisitions of customer accounts,

technologies, and intellectual property and to realize the anticipated benefits of such acquisitions in an efficient

and cost-effective manner;

•the amount and timing of our cash flows and earnings, which may be impacted by customer, competitive,

supplier and other dynamics and conditions;

•our ability to maintain or improve margins through business efficiencies;

•risks related to the restatement of our consolidated financial statements included in our Amendment No. 1 to our

Annual Report on Form 10-K for the year ended December 31, 2022 (the “Amended 2022 Annual Report”) and in

our Quarterly Reports on Form 10-Q/A for the quarters ended September 30, 2022, and March 31, 2023, each as

filed with the SEC on July 27, 2023;

•any litigation or investigation related to such restatements;

•our ability to maintain effective internal control over financial reporting (“ICFR”) and disclosure controls and

procedures (“DCPs”), including our ability to remediate any potential material weakness in our ICFR and the

timing of any such remediation, as well as the ability to maintain effective DCPs at a reasonable assurance level;

•the expected shift in our transaction mix (including increased outright equipment sales) and the related effects to

the timing and mix of revenue and costs; and

•the other factors that are described under the heading “Risk Factors” in our last Annual Report on Form 10-K for

the year ended December 31, 2025.

Forward-looking statements and information involve risks, uncertainties, and other factors that could cause actual results

to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without

limitation, the risks and uncertainties disclosed or referenced in Part I Item 1A of our Annual Report on Form 10-K for the

year ended December 31, 2025 under the heading “Risk Factors.” Therefore, caution should be taken not to place undue

reliance on any such forward-looking statements. Much of the information in this proxy statement that looks toward

future performance is based on various factors and important assumptions about future events that may or may not

actually occur. As a result, our operations and financial results in the future could differ materially and substantially from

those we have discussed in the forward-looking statements included in this proxy statement. Additional information

regarding risks and uncertainties and other factors that could cause actual results to differ materially from those

contemplated in forward-looking statements is included from time to time in our filings with the SEC, including the

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Company’s Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K, including

the annual report filed with the SEC for the year ended December 31, 2025 (including under the headings “Cautionary

Statements Regarding Forward-Looking Statements” and “Risk Factors”). We assume no obligation (and specifically

disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new

information, future events, or otherwise, except as required by law.

April 14, 2026