APi Group Insider Sale: 1.2M Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Martin E. Franklin, a director and reported >10% owner of APi Group Corporation (APG), reported a planned sale of 1,200,000 shares of APG common stock on 09/02/2025 under a Rule 10b5-1 trading plan adopted May 8, 2025. The Form 4 shows a weighted average sale price of $34.64 (range $34.46–$35.19. After the reported sale and a three-for-two stock dividend effective June 30, 2025, the filing discloses beneficial holdings: 19,868,790 shares held indirectly by MEF Holdings, LLLP; 15,252 shares and 3,456,000 common-equivalent shares held via Mariposa Acquisition IV, LLC; and 543,361 shares held via Brimstone Investments, LLC. The Form 4 also explains that Series A preferred shares convert 1.5-for-1 into common stock and will automatically convert on December 31, 2026.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating the transactions were pre-planned
• Comprehensive disclosure of indirect ownership through MEF Holdings, Mariposa and Brimstone
• Series A Preferred conversion terms are explicitly stated (1.5:1 conversion, automatic conversion date)

Negative

• Insider reported sale of 1,200,000 shares, a material disposition by a >10% owner
• Outstanding convertible preferred shares equal to 3,456,000 common-equivalent shares, which may represent future dilution

Insights

Financial Analyst

TL;DR: A sizable, pre-planned insider sale was disclosed; ownership stakes remain large and conversion mechanics increase potential future share supply.

The Form 4 reports a planned sale of 1,200,000 APG shares executed under a Rule 10b5-1 plan at a weighted average price of $34.64. Material details include post-transaction beneficial ownership figures for MEF Holdings, Mariposa and Brimstone and the conversion ratio for Series A preferred into common stock (1.5:1) with automatic conversion on December 31, 2026. For analysts, the combination of a large insider holding and outstanding convertible preferred shares is important for modeling potential dilution and voting control, though the sale itself was conducted under a pre-established plan.

Corporate Governance Expert

TL;DR: Insider sale followed a documented 10b5-1 plan; ownership disclosures and disclaimers clarify control and pecuniary interest.

The filing clearly identifies Mr. Franklin's relationships to the holding entities and includes standard disclaimers of beneficial ownership except to the extent of pecuniary interest. The use of a 10b5-1 plan reduces concerns about opportunistic timing, and the Form details indirect ownership through multiple entities and conversion terms of preferred stock, which are relevant to assessing governance, voting influence and potential future ownership shifts upon conversion.

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^*

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)
09/02/2025

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	09/02/2025		S		1,200,000(1)	D	$34.64(2)	19,868,790(3)	I	By MEF Holdings, LLLP(4)
Common Stock								15,252(3)	I	By Mariposa Acquisition IV, LLC(5)
Common Stock								543,361(3)	I	By Brimstone Investments, 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
Series A Preferred Stock	(6)(7)							(8)	(8)	Common Stock	3,456,000		3,456,000(3)(7)	I	By Mariposa Acquisition IV, LLC(5)

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 September 2, 2025. The prices of the shares sold pursuant to the transactions ranged from $34.46 to $35.19 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. 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 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.

5. 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.

6. The shares of Common Stock reported herein are held directly by Brimstone Investments, LLC ("Brimstone").

7. 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 (after giving effect to the Stock Dividend) 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.

8. 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 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	09/04/2025
	** Signature of Reporting Person	Date
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FAQ

What did the APG Form 4 filed by Martin E. Franklin report?

The Form 4 reports a sale of 1,200,000 APG common shares on 09/02/2025 under a Rule 10b5-1 plan at a weighted average price of $34.64 (range $34.46–$35.19).

How many APG shares does MEF Holdings, LLLP report owning after the transaction?

MEF Holdings, LLLP reports beneficial ownership of 19,868,790 shares following the reported transaction (as adjusted for the three-for-two stock dividend).

What are the Series A Preferred conversion terms disclosed in the Form 4?

The Series A Preferred is convertible into Common Stock at a 1.5 to 1 ratio for no additional consideration and will automatically convert on December 31, 2026.

Was the sale discretionary or pre-planned?

The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on May 8, 2025, indicating a pre-planned program.

Which entities hold APG shares on behalf of Martin E. Franklin?

The filing lists shares held by MEF Holdings, LLLP, Mariposa Acquisition IV, LLC, and Brimstone Investments, LLC, with Mr. Franklin described as manager or having pecuniary interests in those entities.