APG insider sales under 10b5-1 plan: 360K shares at $34.88–$35.23
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 25,000 | $35.23 | $881K |
| Sale | Common Stock | 95,000 | $35.23 | $3.35M |
| Sale | Common Stock | 50,000 | $34.88 | $1.74M |
| Sale | Common Stock | 190,000 | $34.88 | $6.63M |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Series A Preferred 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 JTOO LLC and the Reporting Person on May 9, 2025. 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. Amount has been adjusted pursuant to a three-for-two stock dividend effected on June 30, 2025 (the "Stock Dividend"). The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager. 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. 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. 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. 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).
