APi Group Corp (APG) director details stock dividend, equity transfers and RSU holdings

Rhea-AI Filing Summary

APi Group Corp director reported several equity transactions and holdings through affiliated entities Mariposa Acquisition IV, LLC and JTOO LLC. On 12/31/2025, Mariposa received a stock dividend of 2,913,565 shares of common stock at $0, paid on its Series A Preferred Stock, which earns an annual stock dividend based on the common share price over the last ten days of the calendar year.

On 01/02/2026, Mariposa transferred 9,979 common shares at $38.97 to employees of an affiliate for services, and made a pro rata distribution of 2,893,117 common shares to JTOO LLC. After these movements, JTOO LLC is shown holding 10,241,218 common shares, with the director reporting indirect beneficial ownership through this entity.

The filing also lists 4,740 restricted stock units that each represent one common share and vest on May 16, 2026, plus 1,152,000 shares of Series A Preferred Stock held indirectly through Mariposa, convertible into common stock on a one-for-one basis at any time or automatically after the issuer’s seventh full financial year following October 1, 2019.

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

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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^*

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)
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	10,241,218	I	By JTOO LLC(5)
Common Stock								1,425,019	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(6)							(7)	(7)	Common Stock	4,740		4,740	D
Series A Preferred Stock	(8)							(8)	(8)	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 distributions described in footnotes 3 and 4) 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 2,918,648 shares of Common Stock (prior to the distributions described in footnotes 3 and 4) 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.

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 JTOO LLC.

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

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

7. 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.

8. 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).
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FAQ

What insider transactions did APi Group Corp (APG) report in this Form 4?

The director reported a stock dividend of 2,913,565 common shares on 12/31/2025, a transfer of 9,979 common shares at $38.97 to employees on 01/02/2026, and a pro rata distribution of 2,893,117 common shares from Mariposa Acquisition IV, LLC to JTOO LLC on the same date.

How many APi Group (APG) shares does the reporting person indirectly hold after these transactions?

After the reported transactions, JTOO LLC is shown holding 10,241,218 shares of APi Group common stock, and the director reports indirect beneficial ownership through JTOO LLC. The filing notes that the director disclaims beneficial ownership except to the extent of his pecuniary interest.

What are the terms of the Series A Preferred Stock reported for APi Group Corp (APG)?

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

How does the APi Group (APG) stock dividend on Series A Preferred Stock work?

The holder of APi Group’s Series A Preferred Stock is entitled to receive an annual stock dividend in common shares. The number of common shares issued is based on the market price of the common stock for the last ten days of the calendar year, as reflected by the 2,913,565-share dividend recorded on 12/31/2025.

What restricted stock units (RSUs) are reported for APi Group Corp (APG)?

The filing lists 4,740 restricted stock units, each representing a contingent right to receive one share of APi Group common stock. These RSUs 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 company through that date.

What is the nature of the share transfer to employees mentioned for APi Group (APG)?

The 9,979 common shares disposed of on 01/02/2026 at $38.97 are described as a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC in consideration for services provided, rather than an open-market sale by the director.

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

Mariposa Acquisition IV, LLC directly holds APi Group common and Series A Preferred shares. JTOO LLC, owned by the Lillie 2015 Dynasty Trust of which the director is grantor, holds an interest in Mariposa and receives pro rata distributions such as the 2,893,117-share distribution reported, and also directly holds 10,241,218 common shares.