UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported):

July 1, 2014

APX GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

4931 North 300 West

Provo, Utah 84604

(Address of Principal Executive Offices) (Zip Code)

(801) 377-9111

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01. Entry into a Material Definitive Agreement

Additional Senior Notes due 2020

Overview

On July 1, 2014, APX Group, Inc. (the “Issuer”), a wholly owned subsidiary of the registrant, APX Group Holdings, Inc. (the “Company”), issued $100.0 million aggregate principal amount of 8.75% senior notes due 2020 (the “Notes”), which mature on December 1, 2020, pursuant to an indenture, dated as of November 16, 2012 (as supplemented, amended or otherwise modified to the date hereof, the “Indenture”), among the Issuer, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes were issued as additional 8.75% senior notes due 2020 under the Indenture. Prior to the issuance of the Notes, there were $830.0 million aggregate principal amount of 8.75% senior notes due 2020 already outstanding under the Indenture (the “Existing Notes”).

Interest on the Notes will be payable in cash on June 1 and December 1 of each year, commencing on December 1, 2014. Interest on the Notes will accrue from and including June 1, 2014.

The Issuer intends to use the net proceeds of the issuance of the Notes for general corporate purposes.

The following is a brief description of the terms of the Notes and the Indenture.

Ranking

The Notes and the guarantees thereof will be the Issuer’s and the Guarantors’ senior obligations and will rank:

The Notes and the guarantees thereof will be effectively subordinated in right of payment to the Issuer’s and the Guarantors’ secured indebtedness, including the Issuer’s existing 6.375% senior secured notes due 2019 and indebtedness the Issuer may incur under its $200.0 million revolving credit facility, in each case, to the extent of the value of the collateral securing such indebtedness.

Guarantees

The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis, by the Company and each of the Issuer’s existing and future material wholly-owned U.S. restricted subsidiaries to the extent such entities guarantee indebtedness under the Issuer’s revolving credit facility or the Issuer’s other indebtedness or indebtedness of any subsidiary guarantor. The Issuer’s existing and future foreign subsidiaries are not expected to guarantee the Notes. These guarantees are subject to release under specified circumstances.

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Optional Redemption

The Issuer may, at its option, redeem at any time and from time to time prior to December 1, 2015 some or all of the Notes at 100% of the principal amount thereof plus accrued and unpaid interest to the redemption date plus the applicable “make-whole premium.” From and after December 1, 2015, the Issuer may, at its option, redeem at any time and from time to time some or all of the Notes at the applicable redemption prices listed in the Indenture. In addition, on or prior to December 1, 2015, the Issuer may, at its option, redeem up to 35% of the senior notes (including the Notes and the Existing Notes) with the proceeds from certain equity offerings at a redemption price listed in the Indenture.

Change of Control Offer

Upon the occurrence of specific kinds of a change of control, if the Issuer does not redeem the Notes, the holders of the Notes will have the right to require the Issuer to repurchase some or all of the holders’ Notes at 101% of their principal amount, plus accrued and unpaid interest to the repurchase date.

Covenants

The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of certain of the Issuer’s subsidiaries to:

These covenants are subject to a number of important limitations and exceptions.

Events of Default

The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and premium, if any, and interest on the Notes to become or to be declared due and payable immediately.

The foregoing description of the Indenture is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Indenture, which was previously filed as Exhibit 4.5 to the Company’s Registration Statement on

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Form S-4, filed on September 12, 2013 and is incorporated herein by reference, and the Fifth Supplemental Indenture, dated as of July 1, 2014, among the Issuer, the Guarantors and the Trustee, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Registration Rights Agreement

On July 1, 2014, the Issuer and the Guarantors entered into a registration rights agreement with respect to the Notes described above (the “Registration Rights Agreement”). In the Registration Rights Agreement, each of the Issuer and the Guarantors have agreed that it will, at its expense, for the benefit of the holders of the Notes (1) file one or more registration statements on an appropriate registration form (each, an “Exchange Offer Registration Statement”) with respect to a registered offer (each, an “Exchange Offer”) to exchange the Notes for new notes guaranteed by the guarantors on a senior basis, with terms substantially identical in all material respects to the Notes and (2) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act of 1933, as amended.

Under the terms of the Registration Rights Agreement, the Exchange Offer must be consummated or, if applicable, a shelf registration statement covering resales of the Notes must be declared effectively within 270 days after the issue date of the Notes.

If the Issuer fails to satisfy this obligation (a “Registration Default”), then additional interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum during the 90-day period immediately the occurrence of any Registration Default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue up to a maximum additional interest rate of 1.00% per annum). If the Registration Default is corrected, the additional interest on the Notes shall cease to accrue.

Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the Notes is payable, until the registration default is corrected.

The foregoing description of the Registration Rights Agreement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: July 1, 2014

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