APi Group (APG) director details stock dividend, trust distributions and holdings

Rhea-AI Filing Summary

APi Group Corp director reports stock dividend, transfers, and trust holdings. A holder of the company’s Series A Preferred Stock received a stock dividend of 2,913,565 shares of common stock on 12/31/2025, based on the market price over the last ten days of the year. On 01/02/2026, 9,979 common shares were transferred to employees of an affiliate for services, and 2,893,117 shares were distributed pro rata from Mariposa Acquisition IV, LLC to the Nancy and Ian Ashken Investment Trust LLLP. After these transactions, indirect holdings include 15,552 common shares through Mariposa Acquisition IV, LLC, 10,861,284 common shares through the Ashken Investment Trust, 53,730 common shares through the Ian G.H. Ashken Living Trust, and 300,000 common shares held jointly with the Nancy K. Ashken Living Trust. The reporting person also has 1,152,000 shares of Series A Preferred Stock, convertible into an equal number of common shares, and restricted stock units tied one-for-one to common stock that vest on May 16, 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

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^*

ASHKEN IAN G H

(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)
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)		2,913,565(1)	A	$0(1)	2,918,648(1)	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(3)		9,979(3)	D	$38.97	2,908,669	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(4)		2,893,117(4)	D	$0	15,552	I	By Mariposa Acquisition IV, LLC(2)
Common Stock	01/02/2026		J(4)		2,893,117(4)	A	$0	10,861,284	I	by Nancy and Ian Ashken Investment Trust LLLP(5)
Common Stock								53,730	I	By Ian G.H. Ashken Living Trust(6)
Common Stock								300,000	I	See footnote(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
Restricted Stock Units	(8)							(9)	(9)	Common Stock	4,740		4,740	D
Series A Preferred Stock	(10)							(10)	(10)	Common Stock	1,152,000		1,152,000	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.

2. The shares of Common Stock (prior to the transactions described in footnotes 3 and 4) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. The Nancy and Ian Ashken Investment Trust LLLP (the "Ashken Investment Trust"), the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 2,918,648 shares of Common Stock (prior to the transactions described in footnotes 3 and 4) and 1,152,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Ashken 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 the Ashken Investment Trust.

5. The shares of Common Stock reported herein are held directly by the Ashken Investment Trust, the general partner of which is wholly-owned by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

6. The shares of Common Stock reported herein are held directly by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

7. Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.

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

9. 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.

10. 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	01/02/2026
	** 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.

FAQ

What insider activity did APi Group Corp (APG) disclose in this filing?

The filing reports a stock dividend on Series A Preferred Stock, a transfer of 9,979 common shares to employees of an affiliate for services, and a pro rata distribution of 2,893,117 common shares from Mariposa Acquisition IV, LLC to the Nancy and Ian Ashken Investment Trust LLLP, along with updated indirect share holdings across several Ashken-related entities.

How many APi Group (APG) common shares were issued as a stock dividend?

The holder of APi Group’s Series A Preferred Stock received a stock dividend of 2,913,565 shares of common stock on 12/31/2025, calculated from the market price over the last ten days of the calendar year.

What are the key indirect ownership positions reported for APi Group (APG)?

After the reported transactions, indirect holdings include 15,552 common shares through Mariposa Acquisition IV, LLC, 10,861,284 common shares through the Nancy and Ian Ashken Investment Trust LLLP, 53,730 common shares through the Ian G.H. Ashken Living Trust, and 300,000 common shares held jointly by the Ashken Trust and the Nancy K. Ashken Living Trust.

What is the status of the Series A Preferred Stock for APi Group (APG)?

The filing shows 1,152,000 shares of Series A Preferred Stock held indirectly through Mariposa Acquisition IV, LLC. This Series A Preferred Stock is convertible at any time at the holder’s election, on a one-for-one basis, into shares of common stock for no additional consideration, and will automatically convert on the last day of the seventh full financial year of the issuer following October 1, 2019 (or the next trading day).

What restricted stock units (RSUs) related to APi Group (APG) are disclosed?

The filing reports restricted stock units where each unit represents a contingent right to receive one share of APi Group common stock. These RSUs vest on May 16, 2026, the one-year anniversary of the grant date, subject to the reporting person’s continuous service with the issuer through the vesting date.

What was the nature of the 9,979 APi Group (APG) shares transferred on 01/02/2026?

The 9,979 common shares reported on 01/02/2026 were recorded as a disposition at a price of $38.97 per share and represent a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.

How does the filing describe the reporting person’s beneficial ownership of APi Group (APG) shares?

The filing notes that certain shares are held through entities such as Mariposa Acquisition IV, LLC, the Nancy and Ian Ashken Investment Trust LLLP, and the Ian G.H. Ashken Living Trust, and states that Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest in them.