3M APi Group (NYSE: APG) shares sold in Rule 144 block trade

Rhea-AI Filing Summary

APi Group Corp insider-related entities reported a large share sale and detailed holdings. On March 19, 2026, MEF Holdings, LLLP, an entity associated with director and 10% owner Martin E. Franklin, sold 3,000,000 shares of Common Stock in a block trade at $40.88 per share under Rule 144. After this sale, MEF Holdings reported indirect ownership of 21,240,426 Common shares.

The filing also lists indirect interests through Mariposa Acquisition IV, LLC, including Series A Preferred Stock convertible into 3,456,000 Common shares at no additional cost, plus 102,656 Common shares, and through Brimstone Investments LLC holding 2,711,692 Common shares. The Series A Preferred will automatically convert into Common Stock on December 31, 2026. Mr. Franklin disclaims beneficial ownership beyond his pecuniary interest.

Insights

Equity ownership and governance analyst

Large Rule 144 block sale, but significant indirect stake remains.

MEF Holdings, LLLP, linked to Martin E. Franklin, sold 3,000,000 APi Group Common shares at $40.88 in a Rule 144 block trade. This is an open-market disposition, not tied to option exercises or tax withholding, so it is a discretionary liquidity event.

Post-transaction, MEF Holdings still reports 21,240,426 Common shares indirectly, and related entities hold additional Common Stock and Series A Preferred Stock convertible into 3,456,000 Common shares. The automatic conversion on December 31, 2026 means potential future Common share issuance is already contractually defined, and overall exposure to APi Group remains substantial despite this sale.

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

OMB APPROVAL

OMB Number:			3235-0287
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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 MINNESOTA 55112

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

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

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	03/19/2026		S		3,000,000(1)	D	$40.88	21,240,426	I	By MEF Holdings, LLLP(2)
Common Stock								102,656	I	By Mariposa Acquisition IV, LLC(3)
Common Stock								2,711,692	I	By Brimstone Investments, LLC(4)

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	(5)							(5)	(5)	Common Stock	3,456,000		3,456,000	I	By Mariposa Acquisition IV, LLC(3)

Explanation of Responses:

1. On March 19, 2026, MEF Holdings, LLLP sold 3,000,000 shares of Common Stock in a block trade at a price of $40.88 per share pursuant to Rule 144 of the Securities Act of 1933, as amended.

2. The shares of Common Stock reported herein are held directly by 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. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

3. The shares of Common Stock 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. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in 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. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

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

5. 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).

	/s/ Louis B. Lambert, Attorney-in-Fact	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider-related entity sold APi Group (APG) shares and how many?

MEF Holdings, LLLP, an entity associated with Martin E. Franklin, sold 3,000,000 shares of APi Group Common Stock. The sale was executed as a block trade pursuant to Rule 144. MEF Holdings continues to report a large remaining indirect stake after this transaction.

At what price were the APi Group (APG) shares sold in the recent insider transaction?

The 3,000,000 APi Group shares were sold at $40.88 per share in a block trade under Rule 144. This represents a sizable liquidity event but leaves substantial indirect ownership in the company through MEF Holdings and related investment entities.

How many APi Group (APG) shares does MEF Holdings report after the sale?

Following the sale, MEF Holdings reports indirect ownership of 21,240,426 shares of APi Group Common Stock. This indicates that, despite the large block trade, entities associated with Martin E. Franklin still maintain a significant equity position in the company.

What is the conversion feature of APi Group (APG) Series A Preferred Stock?

APi Group’s Series A Preferred Stock is convertible at any time at the holder’s election on a 1.5-to-1 basis into Common Stock for no additional consideration. It will automatically convert into Common Stock on December 31, 2026, increasing Common share count at that time.

What indirect APi Group (APG) holdings are reported through Mariposa Acquisition IV, LLC?

Mariposa Acquisition IV, LLC holds Series A Preferred Stock convertible into 3,456,000 APi Group Common shares and an additional 102,656 Common shares. Martin E. Franklin, as manager of Mariposa, exercises voting and investment power over these securities, subject to his pecuniary interest.

What additional APi Group (APG) Common Stock is held via Brimstone Investments LLC?

Brimstone Investments LLC, managed by Martin E. Franklin, holds 2,711,692 shares of APi Group Common Stock. This stake, together with positions held via MEF Holdings and Mariposa, shows continued significant indirect ownership in APi Group after the disclosed block sale.