How are JTOO LLC and Mariposa Acquisition IV, LLC related to APi Group (APG) holdings?

Common shares sold in the filing include those held by JTOO LLC, where Lillie is manager. Separately, Mariposa Acquisition IV, LLC holds Common and Series A Preferred Stock; JTOO LLC’s interest in Mariposa gives Lillie a pecuniary interest in 15,552 Common shares and 1,152,000 preferred shares.

APi Group (NYSE: APG) director sells 360,000 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

APi Group Corp director James E. Lillie reported open-market sales of 360,000 shares of Common Stock. The sales occurred on May 4 and May 5, 2026 at prices including $44.69, $45.39 and $45.86 per share, with trades executed both from his direct holdings and from JTOO LLC.

All reported sales were made pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC and Lillie on May 9, 2025. After these transactions, he holds 1,275,019 Common shares directly and 9,237,350 Common shares indirectly through JTOO LLC, plus additional interests via preferred stock and restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 360,000 shares ($16,201,174)

Net Sell 10 txns

Insider LILLIE JAMES E

Role null

Sold 360,000 shs ($16.20M)

Type	Security	Shares	Price	Value
Sale	Common Stock	45,816	$45.39	$2.08M
Sale	Common Stock	13,645	$45.86	$626K
Sale	Common Stock	12,057	$45.39	$547K
Sale	Common Stock	3,591	$45.86	$165K
Sale	Common Stock	180,217	$44.69	$8.05M
Sale	Common Stock	45,322	$45.60	$2.07M
Sale	Common Stock	47,425	$44.69	$2.12M
Sale	Common Stock	11,927	$45.60	$544K
holding	Restricted Stock Units	--	--	--
holding	Series A Preferred Stock	--	--	--

Holdings After Transaction: Common Stock — 9,250,995 shares (Indirect, By JTOO LLC); Common Stock — 1,278,610 shares (Direct, null); Restricted Stock Units — 4,740 shares (Direct, null); Series A Preferred Stock — 1,152,000 shares (Indirect, By Mariposa Acquisition IV, LLC)

Footnotes (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. Represents the weighted average price of the shares sold on May 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.19 to $45.19 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. The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager. Represents the weighted average price of the shares sold on May 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $45.20 to $45.70 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. Represents the weighted average price of the shares sold on May 5, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.78 to $45.78 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. Represents the weighted average price of the shares sold on May 5, 2026. The prices of the shares sold pursuant to the transactions ranged from $45.79 to $45.99 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. 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. 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). 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.

Key Figures

Shares sold: 360,000 shares Sale prices: $44.19–$45.99/share Direct Common holdings: 1,275,019 shares +4 more

7 metrics

Shares sold 360,000 shares Net Common Stock sold across May 4–5, 2026

Sale prices $44.19–$45.99/share Price ranges for May 4–5, 2026 sales from footnotes

Direct Common holdings 1,275,019 shares Direct APi Group Common Stock after reported transactions

Indirect Common holdings via JTOO LLC 9,237,350 shares Common Stock held indirectly after reported transactions

Series A Preferred underlying 1,152,000 shares Common shares underlying Series A Preferred Stock

RSU underlying shares 4,740 shares Common shares underlying restricted stock units held directly

Pecuniary interest Common shares 15,552 shares Common shares in Mariposa Acquisition IV, LLC with pecuniary interest

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Series A Preferred Stock, pecuniary interest, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"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."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Series A Preferred Stock financial

"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."

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

pecuniary interest financial

"JTOO LLC ... 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."

automatic conversion financial

"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..."

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 06:46 PM

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
Estimated average burden
hours per response:			0.5

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^*

LILLIE JAMES E

(Last)

(First)

(Middle)

C/O API GROUP CORP

1100 OLD HIGHWAY 8 NW

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2026		S		180,217⁽¹⁾	D	$44.69⁽²⁾	9,342,133	I	By JTOO LLC⁽³⁾
Common Stock	05/04/2026		S		45,322⁽¹⁾	D	$45.6⁽⁴⁾	9,296,811	I	By JTOO LLC⁽³⁾
Common Stock	05/04/2026		S		47,425⁽¹⁾	D	$44.69⁽²⁾	1,302,594	D
Common Stock	05/04/2026		S		11,927⁽¹⁾	D	$45.6⁽⁴⁾	1,290,667	D
Common Stock	05/05/2026		S		45,816⁽¹⁾	D	$45.39⁽⁵⁾	9,250,995	I	By JTOO LLC⁽³⁾
Common Stock	05/05/2026		S		13,645⁽¹⁾	D	$45.86⁽⁶⁾	9,237,350	I	By JTOO LLC⁽³⁾
Common Stock	05/05/2026		S		12,057⁽¹⁾	D	$45.39⁽⁵⁾	1,278,610	D
Common Stock	05/05/2026		S		3,591⁽¹⁾	D	$45.86⁽⁶⁾	1,275,019	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	4,740		4,740	D
Series A Preferred Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,152,000		1,152,000	I	By Mariposa Acquisition IV, LLC⁽¹⁰⁾

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 May 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.19 to $45.19 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. The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.

4. Represents the weighted average price of the shares sold on May 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $45.20 to $45.70 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.

5. Represents the weighted average price of the shares sold on May 5, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.78 to $45.78 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 May 5, 2026. The prices of the shares sold pursuant to the transactions ranged from $45.79 to $45.99 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

8. 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.

9. 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).

10. 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.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	05/06/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did APi Group (APG) disclose for James E. Lillie?

APi Group reported that director James E. Lillie was involved in open-market sales of Common Stock totaling 360,000 shares. The transactions occurred on May 4 and May 5, 2026, through both his direct holdings and shares held indirectly via JTOO LLC.

How many APi Group (APG) shares did James E. Lillie sell and at what prices?

The filing shows sales of 360,000 APi Group Common shares. Reported trade prices include $44.69, $45.39 and $45.86 per share, with footnotes indicating weighted-average prices and intra-day ranges between $44.19 and $45.99 per share across the two trading days.

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

Yes. The footnotes state the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC and James E. Lillie on May 9, 2025, indicating a pre-arranged trading framework rather than discretionary timing for these transactions.

What APi Group (APG) holdings does James E. Lillie report after these transactions?

After the reported sales, Lillie holds 1,275,019 APi Group Common shares directly and 9,237,350 Common shares indirectly through JTOO LLC. He also has exposure to 1,152,000 underlying Common shares via Series A Preferred Stock and 4,740 underlying shares through restricted stock units.

What derivative or equity-based awards linked to APi Group (APG) does James E. Lillie hold?

The filing lists Series A Preferred Stock convertible one-for-one into 1,152,000 APi Group Common shares and restricted stock units covering 4,740 Common shares. The restricted stock units vest on May 16, 2026, subject to Lillie’s continuous service with the company through that date.

How does APi Group’s (APG) Series A Preferred Stock convert into Common Stock?

Each share of APi Group Series A Preferred Stock is convertible at any time at the holder’s election into one Common share for no additional consideration and automatically converts on the last day of the seventh full financial year following October 1, 2019, subject to the stated trading-day condition.