APi Group (APG) CEO Becker reports stock unit grants, exercises and tax withholding

Rhea-AI Filing Summary

APi Group Corp President and CEO Russell A. Becker reported several equity compensation transactions in company stock and units on February 24, 2026. He received 110,025 performance stock units and 73,350 restricted stock units as equity awards at no cash cost. A prior 219,045 performance stock unit award was exercised into 407,205 shares of common stock, and 200,343 shares of common stock at $44.99 per share were withheld to cover tax obligations. After these moves, he directly owned 2,425,699 shares of common stock, alongside additional indirect holdings through his spouse, several trusts, family members, and a 401(k) plan.

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^*

Becker Russell A.

(Last) (First) (Middle)

C/O API GROUP CORPORATION

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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		407,205(1)	A	$0	2,626,042(2)	D
Common Stock	02/24/2026		F		200,343(3)	D	$44.99	2,425,699	D
Common Stock								196,425(2)	I	By Spouse
Common Stock								797,520(2)	I	By Trust(4)
Common Stock								966,075(2)	I	By Trust(5)
Common Stock								859,489(2)	I	By Trust(6)
Common Stock								1,218(2)	I	By Son
Common Stock								1,050(2)	I	By Son
Common Stock								1,050(2)	I	By Son
Common Stock								17,501(2)	I	By 401(k) Plan(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
Performance Stock Units	(8)	02/24/2026		A		110,025		(8)	(8)	Common Stock	110,025	$0	110,025	D
Restricted Stock Units	(9)	02/24/2026		A		73,350		(10)	(10)	Common Stock	73,350	$0	73,350	D
Performance Stock Units	(11)	02/24/2026		M			219,045	(11)	(11)	Common Stock	219,045	$0	0	D
Restricted Stock Units	(9)							(12)	(12)	Common Stock	48,677(2)		48,677	D
Performance Stock Units	(13)							(13)	(13)	Common Stock	150,504(2)		150,504	D
Restricted Stock Units	(9)							(14)	(14)	Common Stock	66,892(2)		66,892	D
Performance Stock Units	(15)							(15)	(15)	Common Stock	147,189(2)		147,189	D
Restricted Stock Units	(9)							(16)	(16)	Common Stock	98,126(2)		98,126	D

Explanation of Responses:

1. The number of shares of the Issuer's Common Stock were acquired pursuant to the settlement of a performance share unit award (the "2023 PSUs"). The number of shares of Common Stock that were earned at the end of the performance period was increased based on results of the performance condition.

2. Amount has been adjusted pursuant to a three-for-two stock dividend effected on June 30, 2025.

3. Shares withheld for tax liability.

4. The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

5. The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

6. The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

7. These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.

8. Represents an award of performance stock units (the "2026 PSUs"). The 2026 PSUs will have a performance period beginning January 1, 2026 and ending December 31, 2028. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2026 PSUs, which are not a derivative security.

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

10. These restricted stock units vest in equal installments on March 1, 2027, March 1, 2028, and March 1, 2029.

11. Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security.

12. These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026.

13. Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition.

14. These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.

15. Represents an award of performance stock units (the "2025 PSUs"). The 2025 PSUs will have a performance period beginning January 1, 2025 and ending December 31, 2027. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2025 PSUs, which are not a derivative security.

16. These restricted stock units vest in equal installments on March 1, 2026, March 1, 2027, and March 1, 2028.

Remarks:

	/s/ Louis B. Lambert, Attorney-in-Fact	02/26/2026
	** 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.
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FAQ

What insider transactions did APi Group (APG) CEO Russell A. Becker report?

Russell A. Becker reported equity awards and related share settlements. He received new performance stock units and restricted stock units, exercised earlier performance units into common shares, and had shares withheld to satisfy tax liabilities, all recorded as part of his compensation structure.

How many APi Group (APG) performance stock units were granted to the CEO?

Becker received an award of 110,025 performance stock units. These units are tied to performance periods and conditions, meaning the final number of common shares earned can increase or decrease depending on how APi Group performs against stated performance goals.

How many APi Group (APG) restricted stock units did the CEO receive?

The filing shows a grant of 73,350 restricted stock units to Becker. Each restricted stock unit represents a contingent right to receive one share of APi Group common stock, vesting over time in scheduled installments according to the company’s equity award terms.

What tax-related share disposition did APi Group (APG) disclose for the CEO?

APi Group reported that 200,343 shares of common stock at a price of $44.99 per share were withheld from Becker. This transaction, coded as a tax-withholding disposition, was used to satisfy tax liabilities related to his equity awards rather than an open-market sale.

What is Russell A. Becker’s direct APi Group (APG) common stock ownership after these transactions?

Following the reported awards, exercises, and tax withholdings, Becker directly owned 2,425,699 shares of APi Group common stock. The filing also lists additional indirect holdings through his spouse, various family trusts, family members, and a company 401(k) plan.

How do APi Group (APG) performance stock units for 2023–2026 work for the CEO?

Multiple performance stock unit awards, including 2023, 2024, 2025 and 2026 grants, cover multi‑year periods. The number of shares ultimately earned at each period’s end is adjusted up or down based on APi Group’s performance against defined performance conditions described in the awards.