APi Group (APG) settles 2025 Series A preferred dividend with 15.2M shares

Rhea-AI Filing Summary

APi Group Corporation reported that its Board of Directors approved a stock dividend of 15,212,810 shares of common stock tied to the company’s 4,000,000 shares of Series A preferred stock outstanding. Under the preferred stock terms, the holder was entitled to an annual dividend because the volume weighted average share price over the last ten trading days of 2025 was $38.8096, above the prior annual dividend price of $24.8713 for 2024, after a three-for-two stock split in June 2025. The Board elected to pay the 2025 annual dividend in common shares, which were issued on January 2, 2026. After this issuance, APi Group states it has approximately 431,128,083 shares of common stock outstanding.

Insights

Equity & capital structure analyst

APi Group paid the 2025 Series A preferred dividend in stock, modestly increasing common shares outstanding.

APi Group issued 15,212,810 common shares to satisfy the 2025 annual dividend on its 4,000,000 Series A preferred shares, as allowed under the preferred terms. The trigger was the 2025 volume weighted average share price of $38.8096, which exceeded the prior annual dividend price of $24.8713 used for 2024, after a three-for-two stock split in June 2025.

The company chose share settlement rather than cash, so the preferred dividend resulted in additional common equity instead of an immediate cash outlay. After this stock dividend, APi Group reports approximately 431,128,083 common shares outstanding. The economic effect for existing common holders comes from the increased share count, while the preferred holder receives its contractually defined annual dividend in equity.

This development follows previously disclosed terms and the company’s stated intention to settle the 2025 annual dividend amount in common shares. Future disclosures in periodic reports can provide more detail on how this preferred structure and related share issuances interact with earnings per share and overall capital allocation over subsequent periods.

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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

12/31/2025

Date of Report (date of earliest event reported)

___________________________________

APi Group Corporation

(Exact name of registrant as specified in its charter)

___________________________________

			Delaware (State or other jurisdiction of incorporation or organization)			001-39275 (Commission File Number)			98-1510303 (I.R.S. Employer Identification Number)
			1100 Old Highway 8 NW New Brighton, MN 55112
			(Address of principal executive offices and zip code)
			(651) 636-4320
			(Registrant's telephone number, including area code)

___________________________________

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			APG			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 31, 2025, the Board of Directors of APi Group Corporation (the "Company") approved a stock dividend of 15,212,810 shares of the Company's common stock (the "Common Stock") with respect to the Company's 4,000,000 shares of Series A preferred stock currently outstanding (the "Series A Preferred Stock"). As previously disclosed, pursuant to the terms of the Series A Preferred Stock, the holder of the Series A Preferred Stock was entitled to receive the "annual dividend amount" thereon because the volume weighted average share price over the last ten trading days of 2025 of $38.8096 was greater than the highest price previously used in calculating the annual dividend price of $24.8713 for 2024 (after giving effect to the Company's three-for-two stock split effected by issuing a stock dividend in June 2025). Consistent with the Company’s previously disclosed intention, the Board of Directors elected to settle the 2025 annual dividend amount in shares of Common Stock which were issued on January 2, 2026. After giving effect to such issuance, the Company has approximately 431,128,083 shares of Common Stock outstanding.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			APi Group Corporation
Date: January 2, 2026			By:			/s/ Louis B. Lambert
			Name:			Louis B. Lambert
			Title:			Senior Vice President, General Counsel and Secretary

FAQ

What did APi Group Corporation (APG) announce regarding its stock dividend?

APi Group Corporation announced that its Board of Directors approved a stock dividend of 15,212,810 shares of common stock. This dividend relates to the company’s 4,000,000 shares of Series A preferred stock currently outstanding and represents the 2025 annual dividend owed under the preferred stock terms.

Why was the Series A preferred stock dividend triggered for APi Group (APG)?

The dividend was triggered because the volume weighted average share price over the last ten trading days of 2025 was $38.8096. This price was higher than the $24.8713 annual dividend price used for 2024, after reflecting APi Group’s three-for-two stock split completed via a stock dividend in June 2025, which under the preferred terms entitled the holder to the 2025 annual dividend amount.

How did APi Group (APG) choose to pay the 2025 Series A preferred dividend?

Consistent with its previously disclosed intention, APi Group’s Board of Directors elected to settle the 2025 annual dividend amount in shares of common stock. As a result, 15,212,810 common shares were issued to the holder of the Series A preferred stock on January 2, 2026, rather than paying the dividend in cash.

How many APi Group (APG) common shares are outstanding after the stock dividend?

After issuing 15,212,810 shares of common stock for the 2025 Series A preferred dividend on January 2, 2026, APi Group states that it has approximately 431,128,083 shares of common stock outstanding. This figure reflects the increased share count following the stock dividend.

What is the relationship between APi Group’s stock split and the preferred dividend calculation?

APi Group previously completed a three-for-two stock split by issuing a stock dividend in June 2025. The annual dividend price for the Series A preferred stock for 2024, $24.8713, was adjusted to reflect this split. The 2025 volume weighted average share price of $38.8096 exceeded that adjusted figure, resulting in the preferred holder being entitled to the 2025 annual dividend amount that was then settled in shares of common stock.

What type of security is affected by this APi Group (APG) announcement?

The announcement concerns APi Group’s Series A preferred stock and its related annual dividend, which was satisfied through issuing common stock. The preferred terms entitled the holder to an annual dividend amount when the specified share price condition was met, and the Board elected to fulfill that obligation with shares rather than cash.