APi Group (APG) CEO reports RSU conversions and tax share withholdings

Rhea-AI Filing Summary

APi Group Corp director and President & CEO Russell A. Becker reported equity compensation activity, mainly exercises of restricted stock units into common stock and related tax withholding.

On February 27, 2026, restricted stock units covering 48,677 shares of common stock were converted at $0.0000 per share, and 23,950 common shares were disposed of at $44.4600 per share to satisfy tax liability. On March 1, 2026, additional restricted stock units covering 33,446 and 32,709 shares were converted to common stock at $0.0000 per share, with 32,549 common shares disposed of at $44.4600 per share for taxes.

The filing also reports holdings of performance stock units with performance periods from January 1, 2024–December 31, 2026, January 1, 2025–December 31, 2027, and January 1, 2026–December 31, 2028, as well as indirect common stock ownership through a spouse, several trusts, and a 401(k) plan.

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^*

Becker Russell A.

(Last) (First) (Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY 8 NW

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		48,677	A	$0	2,474,376	D
Common Stock	02/27/2026		F		23,950(1)	D	$44.46	2,450,426	D
Common Stock	03/01/2026		M		33,446	A	$0	2,483,872	D
Common Stock	03/01/2026		M		32,709	A	$0	2,516,581	D
Common Stock	03/01/2026		F		32,549(1)	D	$44.46	2,484,032	D
Common Stock								196,425	I	By Spouse
Common Stock								797,520	I	By Trust(2)
Common Stock								966,075	I	By Trust(3)
Common Stock								859,489	I	By Trust(4)
Common Stock								1,218	I	By Son
Common Stock								1,050	I	By Son
Common Stock								1,050	I	By Son
Common Stock								17,501	I	By 401(k) Plan(5)

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
Restricted Stock Units	(6)	02/27/2026		M			48,677	(7)	(7)	Common Stock	48,677	$0	0	D
Restricted Stock Units	(6)	03/01/2026		M			33,446	(8)	(8)	Common Stock	33,446	$0	33,446	D
Restricted Stock Units	(6)	03/01/2026		M			32,709	(9)	(9)	Common Stock	32,709	$0	65,417	D
Performance Stock Units	(10)							(10)	(10)	Common Stock	150,504		150,504	D
Performance Stock Units	(11)							(11)	(11)	Common Stock	147,189		147,189	D
Performance Stock Units	(12)							(12)	(12)	Common Stock	110,025		110,025	D
Restricted Stock Units	(6)							(13)	(13)	Common Stock	73,350		73,350	D

Explanation of Responses:

1. Shares withheld for tax liability.

2. The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

3. The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

4. The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

5. These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.

6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

7. These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026.

8. These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.

9. These restricted stock units vest in equal installments on March 1, 2026, March 1, 2027, and March 1, 2028.

10. Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition.

11. Represents an award of performance stock units (the "2025 PSUs"). The 2025 PSUs will have a performance period beginning January 1, 2025 and ending December 31, 2027. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2025 PSUs, which are not a derivative security.

12. Represents an award of performance stock units (the "2026 PSUs"). The 2026 PSUs will have a performance period beginning January 1, 2026 and ending December 31, 2028. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2026 PSUs, which are not a derivative security.

13. These restricted stock units vest in equal installments on March 1, 2027, March 1, 2028, and March 1, 2029.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did APG CEO Russell A. Becker report on this Form 4?

Russell A. Becker reported exercises of restricted stock units into common stock and related tax-withholding share dispositions. Activity occurred on February 27, 2026 and March 1, 2026, reflecting routine equity compensation events rather than open-market purchases or sales.

Were any APG shares sold by the CEO in the open market in this filing?

The filing shows common shares disposed of at $44.4600 per share, but a footnote states these shares were withheld for tax liability. That indicates tax-withholding dispositions, not discretionary open-market sales initiated for portfolio reasons.

What performance stock units does APG’s CEO hold according to this Form 4?

The Form 4 reports performance stock unit awards with performance periods from 2024–2026, 2025–2027, and 2026–2028. The number of common shares ultimately earned will increase or decrease based on performance conditions over each defined multi-year period.

How are APG restricted stock units described in the CEO’s Form 4?

Each restricted stock unit represents a contingent right to receive one share of APi Group’s common stock. Footnotes explain that these units vest in equal installments on specific future dates, including February 27 and March 1 in successive years through 2029.

Does Russell A. Becker have indirect ownership of APG shares through family or trusts?

Yes. The filing shows indirect ownership via a spouse, multiple family trusts, sons, and a 401(k) plan. Footnotes explain that some shares are held in GST, legacy, and family trusts where Mr. Becker may be deemed a beneficial owner but disclaims shares without pecuniary interest.

What is the tax-related footnote in APG CEO Russell Becker’s Form 4?

One footnote explicitly states, “Shares withheld for tax liability.” This clarifies that certain common shares reported as disposed were retained by the issuer to cover tax obligations from equity awards, rather than being sold into the market by the reporting person.