APi Group filing shows 224,986-share gift and 1,152,000 preferred conversion

Rhea-AI Filing Summary

Ian G.H. Ashken, a director of APi Group Corporation (APG), reported sales and gifts of Common Stock on August 11 and 12, 2025. The Nancy and Ian Ashken Investment Trust LLLP sold 19,450 shares on August 11 at a weighted average price of $35.01 and 205,550 shares on August 12 at a weighted average price of $35.24, and 224,986 shares were transferred as a gift on August 11 for no consideration. The sales were made under a Rule 10b5-1 trading plan adopted May 7, 2025. Following the reported transactions 7,968,167 shares. The filing discloses 4,740 restricted stock units vesting May 16, 2026, and that Mariposa Acquisition IV, LLC holds rights to 1,152,000 Series A Preferred shares convertible on a 1.5:1 basis into Common Stock that will automatically convert on December 31, 2026.

Positive

• Transactions executed under a Rule 10b5-1 plan adopted May 7, 2025, providing a formal framework for insider sales.
• Full disclosure of conversion mechanics for the Series A Preferred (1.5:1 conversion ratio and automatic conversion date), improving transparency.

Negative

• Insider sales of 225,000 shares (19,450 on 08/11/2025 and 205,550 on 08/12/2025) and a gift of 224,986 shares on 08/11/2025 reduced indirect reported holdings to 7,968,167 shares after adjustments.
• 1,152,000 Series A Preferred will automatically convert on December 31, 2026, representing potential share dilution when converted at the disclosed 1.5:1 ratio.

Insights

Financial Analyst

TL;DR: Director sold 225,000 shares under a 10b5-1 plan, gifted 224,986 shares; large convertible preferred position disclosed.

The Form 4 shows planned insider liquidity transactions executed under a Rule 10b5-1 plan adopted May 7, 2025, with weighted average sale prices of $35.01 and $35.24. Total shares sold were 225,000 and a near-equal number (224,986) was gifted. After the transactions and a 3-for-2 stock dividend adjustment, the indirect beneficial position reported for the trust is 7,968,167 shares. The filing also highlights 1,152,000 Series A Preferred underlying common shares held by Mariposa Acquisition IV, LLC that convert 1.5:1 and will automatically convert on December 31, 2026, a disclosed source of future dilution.

Corporate Governance Expert

TL;DR: Transactions were disclosed under a formal 10b5-1 plan and include gifts; disclosure and conversion terms are transparent.

The report provides clear sourcing for the reported holdings and transactions: sales were executed pursuant to a written 10b5-1 trading plan, and beneficial ownership is held indirectly through trusts and an LLC, with appropriate disclaimers of beneficial ownership except for pecuniary interest. The filing also specifies vesting terms for 4,740 RSUs and the automatic conversion mechanics and date for the Series A Preferred, enabling investors to quantify potential future share issuance and governance impacts.

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
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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).

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^*

ASHKEN IAN G H

(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		19,450(1)	D	$35.01(2)	8,398,703(3)	I	by Nancy and Ian Ashken Investment Trust LLLP(4)
Common Stock	08/11/2025		G		224,986	D	$0	8,173,717	I	by Nancy and Ian Ashken Investment Trust LLLP(4)
Common Stock	08/12/2025		S		205,550(1)	D	$35.24(5)	7,968,167	I	by Nancy and Ian Ashken Investment Trust LLLP(4)
Common Stock								53,730(3)(6)	I	By Ian G.H. Ashken Living Trust(7)
Common Stock								300,000(3)	I	See footnote(8)
Common Stock								5,083(3)	I	By Mariposa Acquisition IV, 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
Restricted Stock Units	(10)							(11)	(11)	Common Stock	4,740(3)		4,740	D
Series A Preferred Stock	(12)							(12)	(12)	Common Stock	1,152,000(3)		1,152,000	I	By Mariposa Acquisition IV, LLC(9)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP) on May 7, 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 $35.00 to $35.04 per share. The Nancy and Ian Ashken Investment Trust 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. 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 the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings, LLLP), over which, through the general partner, Mr. Ashken has voting and dispositive power. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

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 $34.99 to $35.47 per share. The Nancy and Ian Ashken Investment Trust 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. Includes 3,810 shares (prior to giving effect to the Stock Dividend) of the Issuer's Common Stock transferred from the reporting person's directly held account on June 23, 2025.

7. The shares of Common Stock reported herein are held directly by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

8. Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.

9. The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. The Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings LLLP), the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, 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. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

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

11. 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.

12. 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.
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FAQ

What insider transactions were reported for APG in this Form 4?

The filing reports sales of 19,450 shares on 08/11/2025 and 205,550 shares on 08/12/2025, plus a gift of 224,986 shares on 08/11/2025.

Were the sales executed under a trading plan for APG (ticker: APG)?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP on May 7, 2025.

How many shares does the reporting trust hold after the reported transactions?

After the reported transactions and adjustment for a 3-for-2 stock dividend, indirect beneficial ownership reported for the trust is 7,968,167 shares.

Are there any restricted awards or convertible securities disclosed?

Yes. The filing discloses 4,740 restricted stock units that vest on May 16, 2026, and Mariposa Acquisition IV, LLC holds rights to 1,152,000 Series A Preferred shares convertible on a 1.5:1 basis into Common Stock.

When will the Series A Preferred automatically convert to common stock?

The Series A Preferred is scheduled to automatically convert into Common Stock on December 31, 2026.