APi Group Corp (APG) insider Franklin details stock dividend, entity transfers

Rhea-AI Filing Summary

APi Group Corp insider Martin E. Franklin, a director and 10% owner, reported several changes in his indirect holdings of APG common stock and Series A preferred stock through affiliated entities. On December 31, 2025, Mariposa Acquisition IV, LLC, an entity over which he exercises voting and investment power, received a stock dividend of 8,084,991 shares of common stock based on its holdings of Series A Preferred Stock. On January 2, 2026, Mariposa transferred 57,940 shares to employees of an affiliate for services, and made pro rata distributions of 5,771,316 shares to MEF Holdings, LLLP and 2,168,331 shares to Brimstone Investments, LLC, with the same share amounts reported as acquired by those entities. The filing also notes 3,456,000 shares of common stock underlying Series A Preferred Stock held by Mariposa, which is convertible into common stock on a 1.5 to 1 basis and will automatically convert on December 31, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRANKLIN MARTIN E

(Last) (First) (Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY NW 8

(Street)

NEW BRIGHTON MN 55112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [ APG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		A(1)		8,084,991(1)	A	$0(1)	8,100,243	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(3)		57,940(3)	D	$38.97	8,042,303	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(4)		5,771,316(4)	D	$0	2,270,987	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(4)		5,771,316(4)	A	$0	24,740,106	I	By MEF Holdings, LLLP(5)
Common Stock	01/02/2026		J(6)		2,168,331(6)	D	$0	102,656	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(6)		2,168,331(6)	A	$0	2,711,692	I	By Brimstone Investments, LLC(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(8)							(8)	(8)	Common Stock	3,456,000		3,456,000	I	By Mariposa Acquisition IV, LLC(2)

Explanation of Responses:

1. Represents a stock dividend on shares of Series A Preferred Stock of the Issuer. The holder of Series A Preferred Stock of the Issuer is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

2. The shares of Common Stock (prior to the transactions described in footnotes 3, 4 and 6) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Brimstone Investments LLC, of which Mr. Franklin is the Manager, which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, holds a limited liability company interest in Mariposa. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

3. Represents a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.

4. Represents a pro rata distribution from Mariposa Acquisition IV, LLC to MEF Holdings, LLLP.

5. The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP.

6. Represents a pro rata distribution of Common Stock from Mariposa Acquisition IV, LLC to Brimstone Investments LLC ("Brimstone").

7. The shares of Common Stock reported herein are held directly by Brimstone.

8. The Series A Preferred Stock is convertible at any time at the election of the holder, on a 1.5 to 1 basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock will automatically convert into Common Stock on December 31, 2026 (the last day of the seventh full financial year of the Issuer following October 1, 2019, or if such date is not a trading day, the first trading day immediately following such date).

Remarks:

As stated in footnote 2, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IV, LLC. Accordingly, Mariposa Acquisition IV, LLC has been deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.

	/s/ Louis B. Lambert, Attorney-in-Fact	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did APi Group Corp (APG) report for Martin E. Franklin?

The filing reports that entities associated with Martin E. Franklin engaged in several transactions in APi Group Corp common stock. On December 31, 2025, Mariposa Acquisition IV, LLC received a stock dividend of 8,084,991 shares. On January 2, 2026, Mariposa transferred 57,940 shares to employees of an affiliate and made pro rata distributions of 5,771,316 shares to MEF Holdings, LLLP and 2,168,331 shares to Brimstone Investments, LLC, which then reported holding those shares directly.

How is Martin E. Franklin related to APi Group Corp (APG) in this Form 4?

Martin E. Franklin is listed as both a Director and a 10% Owner of APi Group Corp. He exercises voting and investment power over shares held by Mariposa Acquisition IV, LLC, and has interests through MEF Holdings, LLLP and Brimstone Investments, LLC. He disclaims beneficial ownership of shares except to the extent of his pecuniary interest.

What is the nature of the 8,084,991-share stock transaction reported for APi Group Corp (APG)?

The 8,084,991 shares of common stock reported on December 31, 2025 represent a stock dividend on shares of APi Group Corp Series A Preferred Stock. Holders of this preferred stock are entitled to an annual stock dividend based on the market price of the common stock for the last ten days of the calendar year.

What is the role of Mariposa Acquisition IV, LLC in APi Group Corp (APG) share ownership?

Mariposa Acquisition IV, LLC holds APi Group common stock and Series A Preferred Stock. Martin E. Franklin is its manager and exercises voting and investment power over these shares. The filing states Mariposa has been deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act.

How are MEF Holdings, LLLP and Brimstone Investments, LLC involved with APi Group Corp (APG) shares?

MEF Holdings, LLLP and Brimstone Investments, LLC each hold APi Group common stock after receiving pro rata distributions from Mariposa Acquisition IV, LLC. MEF Holdings received 5,771,316 shares and Brimstone received 2,168,331 shares on January 2, 2026, and both are entities in which Martin E. Franklin has interests described in the footnotes.

What are the terms of APi Group Corp (APG) Series A Preferred Stock reported in this filing?

The Series A Preferred Stock is convertible at any time at the election of the holder on a 1.5 to 1 basis into APi Group common stock for no additional consideration. It will automatically convert into common stock on December 31, 2026 3,456,000 shares of common stock underlying this preferred stock held by Mariposa Acquisition IV, LLC.

Was any portion of APi Group Corp (APG) stock transferred for employee compensation?

Yes. The filing explains that 57,940 shares of common stock reported as disposed of by Mariposa Acquisition IV, LLC on January 2, 2026 represent a transfer to employees of an affiliate of Mariposa for services provided.