APi Group (NYSE: APG) director Lillie nets 360K-share sell under 10b5-1 plan

Rhea-AI Filing Summary

APi Group Corp director James E. Lillie reported net open-market sales of 360,000 shares of Common Stock. The transactions occurred on March 2–4, 2026, with sale prices detailed in ranges, including $43.415–$44.415 and $44.20–$44.59 per share on March 2, as disclosed in the footnotes.

Some sales were made from Lillie’s direct holdings and others by JTOO LLC, which holds Common Stock and is managed by Lillie. The sales were carried out under a Rule 10b5-1 trading plan adopted by JTOO LLC and Lillie on May 9, 2025. Lillie also has 4,740 restricted stock units, plus an indirect pecuniary interest in 15,552 shares of Common Stock and 1,152,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC, with each preferred share convertible one-for-one into Common Stock.

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

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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).

X

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^*

LILLIE JAMES E

(Last) (First) (Middle)

C/O API GROUP CORP

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S		17,960(1)	D	$44.2(2)	1,407,059	D
Common Stock	03/02/2026		S		8,589(1)	D	$44.51(3)	1,398,470	D
Common Stock	03/02/2026		S		68,248(1)	D	$44.2(2)	9,739,102	I	By JTOO LLC(4)
Common Stock	03/02/2026		S		32,640(1)	D	$44.51(3)	9,706,462	I	By JTOO LLC(4)
Common Stock	03/03/2026		S		25,152(1)	D	$43.11(5)	1,373,318	D
Common Stock	03/03/2026		S		1,290(1)	D	$43.41(6)	1,372,028	D
Common Stock	03/03/2026		S		95,579(1)	D	$43.11(5)	9,610,883	I	By JTOO LLC(4)
Common Stock	03/03/2026		S		4,904(1)	D	$43.41(6)	9,605,979	I	By JTOO LLC(4)
Common Stock	03/04/2026		S		21,998(1)	D	$42.94(7)	1,350,030	D
Common Stock	03/04/2026		S		11(1)	D	$43.55(8)	1,350,019	D
Common Stock	03/04/2026		S		83,592(1)	D	$42.94(7)	9,522,387	I	By JTOO LLC(4)
Common Stock	03/04/2026		S		37(1)	D	$43.55(8)	9,522,350	I	By JTOO LLC(4)
Common Stock								15,552	I	By Mariposa Acquisition IV, LLC(9)

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	(10)							(11)	(11)	Common Stock	4,740		4,740	D
Series A Preferred Stock	(12)							(12)	(12)	Common Stock	1,152,000		1,152,000	I	By Mariposa Acquisition IV, LLC(9)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC and the Reporting Person on May 9, 2025.

2. Represents the weighted average price of the shares sold on March 2, 2026. The prices of the shares sold pursuant to the transactions ranged from $43.415 to $44.415 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

3. Represents the weighted average price of the shares sold on March 2, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.20 to $44.59 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

4. The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.

5. Represents the weighted average price of the shares sold on March 3, 2026. The prices of the shares sold pursuant to the transactions ranged from $42.38 to $43.38 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

6. Represents the weighted average price of the shares sold on March 3, 2026. The prices of the shares sold pursuant to the transactions ranged from $43.39 to $43.52 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

7. Represents the weighted average price of the shares sold on March 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $42.49 to $43.4225 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

8. Represents the weighted average price of the shares sold on March 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $43.5173 to $43.5781 per share. The Reporting Person or JTOO LLC, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.

9. The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, which is owned by the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 15,552 shares of Common Stock and 1,152,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

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

11. These restricted stock units vest on May 16, 2026, which is the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.

12. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on 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:

	/s/ Louis B. Lambert, Attorney-in-Fact	03/04/2026
	** 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).
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FAQ

What insider transactions did APi Group (APG) director James E. Lillie report?

James E. Lillie reported net open-market sales of 360,000 APi Group Common shares on March 2–4, 2026. Sales came from both his direct holdings and shares held through JTOO LLC, with detailed price ranges disclosed in the Form 4 footnotes.

At what prices were the APi Group (APG) shares sold in Lillie’s Form 4?

The reported APi Group share sales occurred within specified price ranges, including $43.415–$44.415 and $44.20–$44.59 per share on March 2, 2026. Additional ranges for March 3 and March 4 are also disclosed in the transaction footnotes.

Were James E. Lillie’s APi Group (APG) share sales under a 10b5-1 plan?

Yes. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan. That plan was adopted by JTOO LLC and James E. Lillie on May 9, 2025, providing a pre-arranged framework for executing these transactions over time.

What APi Group (APG) holdings are reported for entities linked to James E. Lillie?

The filing notes Common Stock held by JTOO LLC and additional holdings by Mariposa Acquisition IV, LLC. Lillie may have a pecuniary interest in 15,552 Common shares and 1,152,000 Series A Preferred shares held by Mariposa, subject to the disclosed ownership disclaimers.

What restricted stock units does James E. Lillie hold in APi Group (APG)?

The Form 4 reports 4,740 restricted stock units for James E. Lillie. Each restricted stock unit represents a contingent right to receive one share of APi Group Common Stock, subject to vesting conditions described in the footnotes to the insider report.

How is APi Group (APG) Series A Preferred Stock treated in Lillie’s holdings?

The filing reports an indirect pecuniary interest in 1,152,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Each preferred share is convertible one-for-one into Common Stock, either at the holder’s election or automatically on the stated future conversion date.