| Item 1. | |
| (a) | Name of issuer:
ADT Inc. |
| (b) | Address of issuer's principal executive offices:
1501 Yamato Road Boca Raton, FL, 33431 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by: (i) Prime Security Services TopCo (ML), L.P. ("TopCo ML LP"); (ii) Prime Security Services TopCo (ML II), L.P. ("TopCo ML II LP"); (iii) Prime Security Services TopCo (ML), LLC ("Prime TopCo ML"); (iv) Prime Security Services TopCo (ML II), LLC ("Prime TopCo ML II"); (v) Prime Security Services TopCo Parent GP, LLC ("TopCo Parent GP"); (vi) AP VIII Prime Security Services Holdings, L.P. ("AP VIII Prime Security LP"); (vii) Prime Security Services GP, LLC ("Prime GP"); (viii) AP VIII Prime Security Services Management, LLC ("AP VIII Prime Security Management"); (ix) Apollo Management, L.P. ("Apollo Management"); (x) Apollo Management GP, LLC ("Management GP"); (xi) Apollo Management Holdings, L.P. ("Management Holdings"); and (xii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
TopCo ML LP and TopCo ML II LP are each holders of record of the securities of the Issuer.
Prime TopCo ML serves as the general partner of TopCo ML LP, and Prime TopCo ML II serves as the general partner of TopCo ML II LP. TopCo Parent GP serves as the sole member of Prime TopCo ML. AP VIII Prime Security LP serves as the sole member of TopCo Parent GP.
Prime GP serves as the general partner for AP VIII Prime Security LP and as a member for Prime TopCo ML II. AP VIII Prime Security Management serves as the investment manager of AP VIII Prime Security LP and Prime GP. Apollo Management serves as the sole member-manager of AP VIII Prime Security Management. Management GP serves as the general partner of Apollo Management. Management Holdings serves as the sole member and manager of Management GP, and Management Holdings GP serves as the general partner of Management Holdings. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 9 W. 57th Street, 41st Floor, New York, New York 10019. |
| (c) | Citizenship:
TopCo ML LP, TopCo ML II LP, AP VIII Prime Security LP, Apollo Management and Management Holdings are each Delaware limited partnerships. Prime TopCo ML, Prime TopCo ML II, TopCo Parent GP, Prime GP, AP VIII Prime Security Management, Management GP, and Management Holdings GP are each Delaware limited liability companies. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
00090Q103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Management Holdings GP 183,650,366
TopCo ML LP 171,612,099
Prime TopCo ML 171,612,099
TopCo ML II LP 12,038,267
Prime TopCo ML II 12,038,267
TopCo Parent GP 171,612,099
AP VIII Prime Security LP 171,612,099
Prime GP 183,650,366
AP VIII Prime Security Management 183,650,366
Apollo Management 183,650,366
Management GP 183,650,366
Management Holdings 183,650,366
Prime TopCo ML, TopCo Parent GP, AP VIII Prime Security LP, Prime GP, AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman, and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each 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. |
| (b) | Percent of class:
Management Holdings GP 23.7%
TopCo ML LP 22.1%
Prime TopCo ML 22.1%
TopCo ML II LP 1.6%
Prime TopCo ML II 1.6%
TopCo Parent GP 22.1%
AP VIII Prime Security LP 22.1%
Prime GP 23.7%
Prime Security Management 23.7%
AP VIII Apollo Management 23.7%
Management GP 23.7%
Management Holdings 23.7%
The percentage amounts are based on 776,526,793 shares of Common Stock outstanding as of July 17, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed on July 24, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
|
| | (ii) Shared power to vote or to direct the vote:
Management Holdings GP 183,650,366
TopCo ML LP 171,612,099
Prime TopCo ML 171,612,099
TopCo ML II LP 12,038,267
Prime TopCo ML II 12,038,267
TopCo Parent GP 171,612,099
AP VIII Prime Security LP 171,612,099
Prime GP 183,650,366
AP VIII Prime Security Management 183,650,366
Apollo Management 183,650,366
Management GP 183,650,366
Management Holdings 183,650,366
|
| | (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
|
| | (iv) Shared power to dispose or to direct the disposition of:
Management Holdings GP 183,650,366
TopCo ML LP 171,612,099
Prime TopCo ML 171,612,099
TopCo ML II LP 12,038,267
Prime TopCo ML II 12,038,267
TopCo Parent GP 171,612,099
AP VIII Prime Security LP 171,612,099
Prime GP 183,650,366
AP VIII Prime Security Management 183,650,366
Apollo Management 183,650,366
Management GP 183,650,366
Management Holdings 183,650,366
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)