APG Form 4: MEF Holdings sells APi Group shares via 10b5-1
Rhea-AI Filing Summary
APi Group (APG): Director and 10% owner Martin E. Franklin reported open‑market sales of Common Stock pursuant to a Rule 10b5‑1 plan adopted on May 8, 2025. Transactions occurred on November 3–5, 2025 through MEF Holdings, LLLP.
Reported sales included 289,837 shares at a weighted average price of $36.17 on November 3, 10,163 shares at $36.78 on November 3, 260,000 shares at $35.44 on November 4, 252,122 shares at $35.97 on November 5, and 87,878 shares at $36.44 on November 5. Following these transactions, 19, - indirect holdings by MEF Holdings are shown as 18,968,790 shares, with additional indirect holdings of 15,252 shares via Mariposa Acquisition IV, LLC and 543,361 shares via Brimstone Investments, LLC.
The filing also lists Series A Preferred Stock held via Mariposa Acquisition IV, LLC, convertible into Common Stock on a 1.5 to 1 basis at any time, and automatically converting on December 31, 2026. The table shows 3,456,000 shares of Common Stock underlying the preferred.
Positive
- None.
Negative
- None.
Insights
Large insider sold 900k shares via a 10b5‑1 plan; remains >10% holder; preferred stock set to auto-convert in 2026.
A director and 10% owner affiliated with MEF Holdings, LLLP reported open‑market sales totaling 900,000 shares of APi Group Common Stock across
The filing also discloses Series A Preferred Stock that is convertible at a 1.5:1 ratio into Common Stock at the holder’s election, with 3,456,000 underlying Common shares referenced. This preferred will automatically convert on
Key items to watch: any further Form 4 activity under the existing plan, changes in indirect holdings across MEF/Mariposa/Brimstone, and any conversions of the preferred ahead of or on
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 252,122 | $35.97 | $9.07M |
| Sale | Common Stock | 87,878 | $36.44 | $3.20M |
| Sale | Common Stock | 260,000 | $35.44 | $9.21M |
| Sale | Common Stock | 289,837 | $36.17 | $10.48M |
| Sale | Common Stock | 10,163 | $36.78 | $374K |
| holding | Series A Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by MEF Holdings LLLP on May 8, 2025. Represents the weighted average price of the shares sold on November 3, 2025. The prices of the shares sold pursuant to the transactions ranged from $35.6365 to $36.635 per share. MEF Holdings 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. The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. Represents the weighted average price of the shares sold on November 3, 2025. The prices of the shares sold pursuant to the transactions ranged from $36.645 to $36.89 per share. MEF Holdings 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. Represents the weighted average price of the shares sold on November 4, 2025. The prices of the shares sold pursuant to the transactions ranged from $34.93 to $35.73 per share. MEF Holdings 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. Represents the weighted average price of the shares sold on November 5, 2025. The prices of the shares sold pursuant to the transactions ranged from $35.32 to $36.315 per share. MEF Holdings 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. Represents the weighted average price of the shares sold on November 5, 2025. The prices of the shares sold pursuant to the transactions ranged from $36.32 to $36.55 per share. MEF Holdings 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. The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. The shares of Common Stock reported herein are held directly by Brimstone. As of December 31, 2024, Mr. Franklin became the manager of Brimstone, which is wholly-owned by a family trust of which Mr. Franklin is a beneficiary, and as such the number of shares of Series A Preferred Stock reported herein includes 863,400 shares representing Brimstone's proportionate beneficial ownership interest in such shares. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. The Series A Preferred Stock is convertible at any time at the election of the holder, on a 1.5 to 1 basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock will automatically convert into Common Stock on December 31, 2026 (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).
