Preplanned 300K APi Group (NYSE: APG) share sale disclosed

Rhea-AI Filing Summary

APi Group Corp director Ian G.H. Ashken reported indirect share sales by a related investment trust. The Nancy and Ian Ashken Investment Trust LLLP sold a total of 300,000 shares of Common Stock in open-market transactions from March 2–4, 2026, at weighted average prices ranging from about $42.49 to $44.59 per share under a pre-established Rule 10b5-1 trading plan adopted on May 7, 2025.

After these sales, the trust held 10,561,284 shares of Common Stock. The filing also lists additional indirect holdings, including Common Stock and Series A Preferred Stock held through Mariposa Acquisition IV, LLC and the Ian G.H. Ashken Living Trust, as well as 4,740 restricted stock units that vest on May 16, 2026, each representing a contingent right to receive one share of 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

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).

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^*

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)
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		84,853(1)	D	$44.21(2)	10,776,431	I	by Nancy and Ian Ashken Investment Trust LLLP(3)
Common Stock	03/02/2026		S		28,192(1)	D	$44.52(4)	10,748,239	I	by Nancy and Ian Ashken Investment Trust LLLP(3)
Common Stock	03/03/2026		S		109,691(1)	D	$43.11(5)	10,638,548	I	by Nancy and Ian Ashken Investment Trust LLLP(3)
Common Stock	03/03/2026		S		4,718(1)	D	$43.43(6)	10,633,830	I	by Nancy and Ian Ashken Investment Trust LLLP(3)
Common Stock	03/04/2026		S		72,546(1)	D	$42.94(7)	10,561,284	I	by Nancy and Ian Ashken Investment Trust LLLP(3)
Common Stock								15,552	I	By Mariposa Acquisition IV, LLC(8)
Common Stock								53,730	I	By Ian G.H. Ashken Living Trust(9)
Common Stock								300,000	I	See footnote(10)

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	(11)							(12)	(12)	Common Stock	4,740		4,740	D
Series A Preferred Stock	(13)							(13)	(13)	Common Stock	1,152,000		1,152,000	I	By Mariposa Acquisition IV, LLC(8)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP) on May 7, 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 $43.44 to $44.44 per share. The Nancy and Ian Ashken Investment Trust LLLP, 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 the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP), 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. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

4. 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 $44.45 to $44.59 per share. The Nancy and Ian Ashken Investment Trust LLLP, 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 March 3, 2026. The prices of the shares sold pursuant to the transactions ranged from $42.39 to $43.39 per share. The Nancy and Ian Ashken Investment Trust LLLP, 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 $43.40 to $43.5849 per share. The Nancy and Ian Ashken Investment Trust LLLP, 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 $43.30 per share. The Nancy and Ian Ashken Investment Trust LLLP, 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. The shares of Common Stock 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 15,552 shares of Common Stock 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.

9. 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.

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

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

12. 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.

13. 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 does Ian G.H. Ashken’s Form 4 for APi Group (APG) report?

The Form 4 reports indirect open-market sales of APi Group Common Stock by the Nancy and Ian Ashken Investment Trust LLLP. These transactions were executed under a Rule 10b5-1 trading plan and reflect activity by entities associated with director Ian G.H. Ashken, not direct personal trades.

How many APi Group (APG) shares were sold and at what prices?

Entities associated with Ian G.H. Ashken sold 300,000 APi Group Common shares between March 2 and 4, 2026. The weighted average sale prices ranged from about $42.49 to $44.59 per share, with detailed price breakdowns available upon request from the Nancy and Ian Ashken Investment Trust LLLP.

Were the APi Group (APG) share sales by Ian G.H. Ashken preplanned?

Yes. The sales were executed under a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP on May 7, 2025. Such plans allow pre-scheduled trades, helping separate trading decisions from day-to-day information the associated insider may receive.

How many APi Group (APG) shares does the Ashken-related trust hold after the sales?

After the reported sales, the Nancy and Ian Ashken Investment Trust LLLP held 10,561,284 APi Group Common shares. The filing also notes additional indirect holdings through Mariposa Acquisition IV, LLC and the Ian G.H. Ashken Living Trust, where Mr. Ashken’s beneficial interest is limited to his pecuniary stake.

What APi Group (APG) preferred and restricted stock interests are disclosed?

The filing discloses 1,152,000 shares of Series A Preferred Stock and 15,552 Common shares held through Mariposa Acquisition IV, LLC, plus 4,740 restricted stock units. Each restricted stock unit converts into one Common share and is scheduled to vest on May 16, 2026, subject to continued service.

How is Ian G.H. Ashken’s beneficial ownership in APi Group (APG) described?

The filing explains that various entities, including the Nancy and Ian Ashken Investment Trust LLLP, Mariposa Acquisition IV, LLC, and the Ian G.H. Ashken Living Trust, hold APi Group securities. Mr. Ashken disclaims beneficial ownership of shares except to the extent of his pecuniary interest in these entities.