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.

Insights

Equity Governance Analyst

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 Nov 3–5, 2025. Weighted average sale prices were $36.17, $36.78, $35.44, $35.97, and $36.44, executed under a Rule 10b5‑1 plan adopted on May 8, 2025. After these sales, indirect holdings reported include 18,968,790 shares via MEF Holdings, plus 15,252 via Mariposa Acquisition IV, LLC and 543,361 via Brimstone Investments, LLC.

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 December 31, 2026 for no additional consideration, which may increase the public float at that time. The reporting person disclaims beneficial ownership beyond pecuniary interest for several entities.

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 December 31, 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).

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^*

FRANKLIN MARTIN E

(Last) (First) (Middle)

C/O API GROUP CORPORATION

1100 OLD HIGHWAY NW 8

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		S		289,837(1)	D	$36.17(2)	19,578,953	I	By MEF Holdings, LLLP(3)
Common Stock	11/03/2025		S		10,163(1)	D	$36.78(4)	19,568,790	I	By MEF Holdings, LLLP(3)
Common Stock	11/04/2025		S		260,000(1)	D	$35.44(5)	19,308,790	I	By MEF Holdings, LLLP(3)
Common Stock	11/05/2025		S		252,122(1)	D	$35.97(6)	19,056,668	I	By MEF Holdings, LLLP(3)
Common Stock	11/05/2025		S		87,878(1)	D	$36.44(7)	18,968,790	I	By MEF Holdings, LLLP(3)
Common Stock								15,252	I	By Mariposa Acquisition IV, LLC(8)
Common Stock								543,361	I	By Brimstone Investments, LLC(9)

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
Series A Preferred Stock	(9)(10)							(11)	(11)	Common Stock	3,456,000		3,456,000(10)	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 MEF Holdings LLLP on May 8, 2025.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. The shares of Common Stock reported herein are held directly by Brimstone.

10. 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.

11. 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).

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	11/05/2025
	** 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.
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FAQ

What did APG insider Martin E. Franklin report on Form 4?

Open‑market sales of APi Group Common Stock on November 3–5, 2025 under a Rule 10b5‑1 trading plan.

What were the reported APG share sale amounts and prices?

Examples: 289,837 shares at $36.17 and 10,163 shares at $36.78 on Nov 3; 260,000 at $35.44 on Nov 4; 252,122 at $35.97 and 87,878 at $36.44 on Nov 5.

How many APG shares were indirectly held after the reported trades?

18,968,790 shares indirectly via MEF Holdings, LLLP; plus 15,252 via Mariposa Acquisition IV, LLC and 543,361 via Brimstone Investments, LLC.

Was a Rule 10b5-1 plan used for these APG trades?

Yes. The sales were effected under a Rule 10b5‑1 trading plan adopted on May 8, 2025.

What are the terms of APG’s Series A Preferred Stock noted in the filing?

Convertible into Common Stock at a 1.5 to 1 ratio at any time and automatically converting on December 31, 2026; 3,456,000 Common shares are shown as underlying.

What roles does the reporting person hold at APG?

Director and 10% owner, as indicated in the filing.