APi Group (NYSE: APG) holder discloses block sale, stake at 11.5%

Rhea-AI Filing Summary

APi Group Corporation’s major shareholder Sir Martin E. Franklin filed Amendment No. 11 to update his ownership and recent transactions in the company’s common stock.

He now beneficially owns 50,432,501 shares of Common Stock, representing 11.5% of the class. This includes 30,089,118 shares over which he has sole voting and dispositive power and 20,343,383 shares he can vote under a Proxy Agreement.

The filing details stakes held through affiliated entities: MEF Holdings with 21,240,426 shares (about 4.9%), Brimstone Investments with 2,711,692 shares (about 0.62%), and Mariposa entities with 4,000,000 shares of Series A Preferred Stock convertible into 6,000,000 common shares plus 137,000 common shares (about 1.4% in total).

Recent activity includes a 3,000,000‑share block trade by MEF Holdings at $40.88 per share for diversification, open‑market sales by the Lillie Reporting Persons and the Nancy and Ian Ashken Investment Trust under Rule 10b5‑1 trading plans, and the Investment Trust’s contribution of 850,000 shares to an exchange fund. These transactions reduced the number of shares Franklin may vote under the Proxy Agreement.

Key Figures

Beneficial ownership: 50,432,501 shares (11.5%) Sole voting and dispositive power: 30,089,118 shares Proxy Agreement voting power: 20,343,383 shares +5 more

8 metrics

Beneficial ownership 50,432,501 shares (11.5%) APi Group common stock beneficially owned by Sir Martin E. Franklin

Sole voting and dispositive power 30,089,118 shares Common shares over which Franklin has sole voting and dispositive power

Proxy Agreement voting power 20,343,383 shares Common shares Franklin may vote pursuant to the Proxy Agreement

MEF Holdings stake 21,240,426 shares (4.9%) APi Group common stock held directly by MEF Holdings

Brimstone stake 2,711,692 shares (0.62%) APi Group common stock held directly by Brimstone Investments LLC

Mariposa convertible preferred 4,000,000 preferred = 6,000,000 common Series A Preferred Stock held by Mariposa, convertible into common shares

Block trade by MEF Holdings 3,000,000 shares at $40.88 Common shares sold on March 19, 2026 in a block trade

Exchange fund contribution 850,000 shares at $44.71 APi Group shares contributed by Investment Trust to an exchange fund

Key Terms

Series A Preferred Stock, Proxy Agreement, Rule 10b5-1 trading plan, exchange fund, +1 more

5 terms

Series A Preferred Stock financial

"4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Proxy Agreement financial

"20,343,383 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement"

Rule 10b5-1 trading plan regulatory

"sold an aggregate 360,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

exchange fund financial

"contributed an aggregate of 850,000 shares of Common Stock to an exchange fund in exchange for shares in the fund"

beneficially owns financial

"As of the date hereof, Sir Martin beneficially owns 50,432,501 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

APi Group Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00187Y100

(CUSIP Number)

Mariposa Acquisition IV, LLC
c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
Miami Beach, FL, 33139
(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00187Y100

1

Name of reporting person

Sir Martin E. Franklin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,432,501.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,089,118.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,432,501.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 00187Y100

1

Name of reporting person

Mariposa Acquisition IV, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,137,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,137,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,137,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 00187Y100

1

Name of reporting person

MEF Holdings, LLLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 21,240,426.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,240,426.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,240,426.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 00187Y100

1

Name of reporting person

Brimstone Investments LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,711,692.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,711,692.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,711,692.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.62 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: APi Group Corporation
(c)	Address of Issuer's Principal Executive Offices: 1100 Old Highway 8 NW, New Brighton, MINNESOTA , 55112.
Item 1 Comment: This Amendment No. 11 (the "Amendment") amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "Commission") on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021, Amendment No. 2, filed on September 20, 2021, Amendment No. 3, filed on January 5, 2022, Amendment No. 4, filed on January 3, 2024, Amendment No. 5, filed on April 19, 2024, Amendment No. 6, filed on November 14, 2024, Amendment No. 7, filed on January 3, 2025, Amendment No. 8, filed on November 5, 2025, Amendment No. 9, filed on January 2, 2026, and Amendment No. 10, filed on January 9, 2026, the "Statement") with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of APi Group Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a) - (b) of the Statement are hereby amended and restated in their entirety as follows: (a)-(b) As of the date hereof, Sir Martin beneficially owns 50,432,501 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of: - sole power to vote, or to direct the vote and sole power to dispose, or to direct the disposition of, 30,089,118 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 6,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons; and - sole power to vote, or to direct the vote, of 20,343,383 shares of Common Stock pursuant to the Proxy Agreement. The shares beneficially owned by Sir Martin consist of (i) 21,240,426 shares of Common Stock held directly by MEF Holdings (or approximately 4.9%), (ii) 2,711,692 shares of Common Stock held directly by Brimstone (or approximately 0.62%), (iii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into 6,000,000 shares of Common Stock and 137,000 shares of Common Stock held directly by Mariposa (or approximately 1.4% in the aggregate), and (iv) 20,343,383 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 4.7%) (after giving effect to the disposition of shares of Common Stock described herein). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act.
(b)	See Item 5 (a).
(c)	Paragraph (c) of the Statement is amended to add the following: On March 19, 2026, MEF Holdings sold an aggregate 3,000,000 shares of Common Stock in a block trade at a price of $40.88 per share pursuant to Rule 144 of the Securities Act of 1933, as amended (such transaction, the "Block Trade"). The disposition of shares of Common Stock in the Block Trade was for diversification purposes. On May 4 - 5, 2026, the Lillie Reporting Persons sold an aggregate 360,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan with prices ranging from $44.19 to $45.99, inclusive. On May 4 - 5, 2026, the Nancy and Ian Ashken Investment Trust LLLP (formerly IGHA Holdings) (the "Investment Trust") sold an aggregate 234,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan with prices ranging from $44.19 to $46.00, inclusive. On May 4, 2026, the Investment Trust contributed an aggregate of 850,000 shares of Common Stock to an exchange fund in exchange for shares in the fund. The Common Stock was valued at $44.71 per share for the purpose of determining the number of shares of the exchange fund issuable to the Investment Trust. The sale of shares of Common Stock by the Lillie Reporting Persons and the Investment Trust reduced the shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sir Martin E. Franklin

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin
Date:	05/06/2026

Mariposa Acquisition IV, LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin/Manager
Date:	05/06/2026

MEF Holdings, LLLP

Signature:	/s/ Martin E. Franklin
Name/Title:	MEF Holdings, LLC, its general partner By: Mariposa Capital, LLC, the manager of MEF Holdings, LLC; Name: Sir Martin E. Franklin Title: CEO
Date:	05/06/2026

Brimstone Investments LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin/Manager
Date:	05/06/2026

FAQ

How much of APi Group (APG) does Sir Martin E. Franklin currently beneficially own?

Sir Martin E. Franklin beneficially owns 50,432,501 shares of APi Group common stock, representing about 11.5% of the outstanding class. This total combines shares held directly and indirectly and shares he can vote under a Proxy Agreement.

What APi Group (APG) block trade did MEF Holdings execute in March 2026?

On March 19, 2026, MEF Holdings sold 3,000,000 APi Group common shares in a block trade at $40.88 per share. The filing states this disposition was made for diversification purposes, updating the ownership reported under the Schedule 13D.

How are Mariposa-related holdings in APi Group (APG) structured in this filing?

Mariposa holds 4,000,000 shares of Series A Preferred Stock convertible into 6,000,000 APi Group common shares, plus 137,000 common shares. Together these represent about 1.4% of the class and are included in Sir Martin E. Franklin’s reported beneficial ownership.

What APi Group (APG) sales occurred under Rule 10b5-1 trading plans?

On May 4–5, 2026, the Lillie Reporting Persons sold 360,000 APi Group shares, and the Nancy and Ian Ashken Investment Trust sold 234,000 shares. Both sets of open-market sales used Rule 10b5-1 trading plans at prices between $44.19 and $46.00 per share.

How did the exchange fund transaction affect APi Group (APG) holdings?

On May 4, 2026, the Nancy and Ian Ashken Investment Trust contributed 850,000 APi Group common shares to an exchange fund, receiving fund shares in return. The common stock was valued at $44.71 per share to determine the number of exchange fund shares issued to the trust.

What is the role of the Proxy Agreement in APi Group (APG) voting power?

The Proxy Agreement gives Sir Martin E. Franklin sole voting power over 20,343,383 APi Group common shares, about 4.7% of the class. Sales by the Lillie Reporting Persons and the Nancy and Ian Ashken Investment Trust reduced the shares subject to this proxy voting authority.