[Form 4] APi Group Corporation Insider Trading Activity

Rhea-AI Filing Summary

Lillie James, a director of APi Group Corp (APG), reported sales of common stock on August 11–12, 2025 executed under a Rule 10b5-1 trading plan adopted May 9, 2025. The reporting person sold a total of 360,000 shares across the two days at weighted average prices of $34.88 (Aug 11) and $35.23 (Aug 12), with transaction prices ranging from $34.79 to $35.465 per share.

After these transactions (and after a three-for-two stock dividend effective June 30, 2025), the filing shows direct beneficial ownership of 1,425,019 shares and indirect holdings via JTOO LLC of 7,348,101 shares. Mariposa Acquisition IV, LLC holds 5,083 common shares and 1,152,000 Series A Preferred shares, which are convertible at 1.5 to 1 into common stock and scheduled to automatically convert on December 31, 2026. The reporting person also holds 4,740 restricted stock units that vest on May 16, 2026.

Positive

• Transactions executed under a Rule 10b5-1 trading plan (adopted May 9, 2025), indicating pre-established, non-discretionary trades
• Comprehensive disclosure of post-transaction holdings, RSUs with vesting date, and Series A Preferred conversion terms

Negative

• Reporting person sold a total of 360,000 common shares on Aug 11–12, 2025, reducing direct and indirect share counts
• Significant indirect holdings remain concentrated through JTOO LLC (7,348,101 shares) and Mariposa Acquisition IV, LLC (1,152,000 Series A Preferred and 5,083 common shares)

Insights

Securities Analyst

TL;DR: Director sold 360,000 APG shares under a pre-established 10b5-1 plan; sales disclosed with post-transaction holdings and price ranges.

The Form 4 documents planned dispositions totaling 360,000 common shares on Aug 11–12, 2025 with weighted averages of $34.88 and $35.23. Sales were effected pursuant to a Rule 10b5-1 plan adopted May 9, 2025, which is a key compliance detail allowing pre-set trades. Post-sale ownership balances are reported for both direct and indirect holdings, and derivative instruments (RSUs and convertible preferred) are disclosed with vesting and conversion mechanics.

Corporate Governance Expert

TL;DR: Filing shows transparent disclosure of insider trades and related entity holdings, including convertible preferred and RSU vesting terms.

The report provides clear documentation that the transactions were pre-planned under a 10b5-1 plan and supplies ranges and weighted average prices for the trades. It also details indirect ownership through JTOO LLC and Mariposa Acquisition IV, LLC, the adjustment for a three-for-two stock dividend, 4,740 RSUs vesting May 16, 2026, and 1,152,000 Series A Preferred convertible at 1.5:1 with automatic conversion timing. From a governance and disclosure perspective, the filing is comprehensive and compliant.

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^*

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)
08/11/2025

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	08/11/2025		S		50,000(1)	D	$34.88(2)	1,450,019(3)	D
Common Stock	08/11/2025		S		190,000(1)	D	$34.88(2)	7,443,101(3)	I	By JTOO LLC(4)
Common Stock	08/12/2025		S		25,000(1)	D	$35.23(5)	1,425,019	D
Common Stock	08/12/2025		S		95,000(1)	D	$35.23(5)	7,348,101	I	By JTOO LLC(4)
Common Stock								5,083(3)	I	By Mariposa Acquisition IV, LLC(6)

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	(7)							(8)	(8)	Common Stock	4,740(3)		4,740	D
Series A Preferred Stock	(9)							(9)	(9)	Common Stock	1,152,000(3)		1,152,000	I	By Mariposa Acquisition IV, LLC(6)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by JTOO LLC and the Reporting Person on May 9, 2025.

2. Represents the weighted average price of the shares sold on August 11, 2025. The prices of the shares sold pursuant to the transactions ranged from $34.79 to $35.04 per share. The Reporting Person or JTOO LLC, 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. Amount has been adjusted pursuant to a three-for-two stock dividend effected on June 30, 2025 (the "Stock Dividend").

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

5. Represents the weighted average price of the shares sold on August 12, 2025. The prices of the shares sold pursuant to the transactions ranged from $35.01 to $35.465 per share. The Reporting Person or JTOO LLC, 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. The shares of Common Stock 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 5,083 shares of Common Stock and 1,152,000 shares (after giving effect to the Stock Dividend) 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.

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

8. 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.

9. After giving effect to the Stock Dividend and the adjustments required upon conversion pursuant to the Issuer's certificate of incorporation, 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 shall 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	08/13/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many APG (APG) shares did Lillie James sell and when?

The filing reports sales of 360,000 common shares on August 11–12, 2025 (50,000 + 190,000 + 25,000 + 95,000).

At what prices were the APG shares sold?

Weighted average price was $34.88 on Aug 11 (range $34.79–$35.04) and $35.23 on Aug 12 (range $35.01–$35.465).

What are Lillie James's holdings after the reported transactions?

The filing shows 1,425,019 shares directly and 7,348,101 shares indirectly via JTOO LLC, plus holdings by Mariposa Acquisition IV, LLC (5,083 common and 1,152,000 Series A Preferred).

Are any derivative securities or vesting schedules disclosed for APG (APG)?

Yes. The filing discloses 4,740 restricted stock units that vest on May 16, 2026, and 1,152,000 Series A Preferred convertible at 1.5 to 1 into common stock with automatic conversion on December 31, 2026.

Were reported share amounts adjusted for corporate actions?

Yes. The amounts have been adjusted for a three-for-two stock dividend effective June 30, 2025.