APi Group (APG) major holder reports 12.9% stake after dividend share distribution

Rhea-AI Filing Summary

APi Group Corporation’s major shareholder group led by Sir Martin E. Franklin updated its ownership disclosure. As of this amendment, Sir Martin beneficially owns 56,470,049 shares of Common Stock, representing 12.9% of the class, including Series A Preferred Stock convertible into Common Stock within 60 days and shares subject to a proxy.

The filing explains that on December 31, 2025 the company declared, and on January 2, 2026 Mariposa Acquisition IV, LLC received, 15,212,810 Common Shares as a dividend on its Series A Preferred Stock. That same day, Mariposa distributed these dividend shares to its members for no consideration, including 5,771,316 shares to MEF Holdings, 2,168,331 shares to Brimstone Investments, and 2,893,117 shares to each of Ashken and Lillie, or their affiliated entities.

The amendment also notes that on January 2, 2026 Mariposa transferred 79,978 Common Shares to employees of an affiliate for services provided. Entity-level positions disclosed include MEF Holdings owning 24,740,106 shares (about 5.7%) and Brimstone owning 2,711,692 shares (about 0.63%), while Mariposa holds 4,000,000 Series A Preferred Shares convertible into 6,000,000 Common Shares plus 137,000 Common Shares.

Insights

Equity ownership and governance analyst

Amended 13D updates a large holder’s APG stake after internal share reallocation.

The amendment shows Sir Martin E. Franklin with beneficial ownership of 56,470,049 APi Group Common Shares, or 12.9% of the class, combining direct holdings, preferred stock convertible within 60 days, and voting rights under a proxy. This confirms a significant continuing stake and voting influence in the company.

The disclosure details an in-kind stock dividend on Series A Preferred Stock, where APi Group issued 15,212,810 Common Shares to Mariposa on January 2, 2026, followed by Mariposa’s distribution of these shares to its members for no consideration. Allocations include 5,771,316 shares to MEF Holdings, 2,168,331 to Brimstone, and 2,893,117 each to Ashken and Lillie, or affiliates, indicating a reshuffling within an existing holder group rather than a new external investor.

The amendment also records Mariposa’s transfer of 79,978 Common Shares to employees of an affiliate for services, plus updated entity-level positions such as MEF Holdings’ 24,740,106 shares (about 5.7%) and Brimstone’s 2,711,692 shares (about 0.63%). Overall, this is primarily a transparency update on ownership structure and voting power, rather than a change in control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

12/31/2025

(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).

SCHEDULE 13D

CUSIP No. 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 56,470,049.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,588,798.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

56,470,049.00

12

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

13

Percent of class represented by amount in Row (11)

12.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 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 No. 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 24,740,106.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,740,106.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,740,106.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 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)

0.63 %

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. 9 (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 and Amendment No. 8, filed on November 5, 2025, 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 4.	Purpose of Transaction
	Item 4 is hereby amended by the addition of the following: On December 31, 2025, the Issuer declared, and on January 2, 2026, Mariposa was issued, 15,212,810 shares of Common Stock by the Issuer (the "2025 Dividend Shares") as a dividend on its Series A Preferred Stock. Effective as of January 2, 2026, Mariposa distributed the 2025 Dividend Shares to its members pursuant to its governing documents, including 5,771,316 shares of Common Stock to MEF Holdings, 2,168,331 shares of Common Stock to Brimstone, and 2,893,117 shares of Common Stock to each of Ashken and Lillie, or their affiliated entities, for no consideration (the "2026 Distribution").
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 56,470,049 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, 33,588,798 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 22,881,251 shares of Common Stock pursuant to the Proxy Agreement. The shares beneficially owned by Sir Martin consist of (i) 24,740,106 shares of Common Stock held directly by MEF Holdings (or approximately 5.7%), (ii) 2,711,692 shares of Common Stock held directly by Brimstone (or approximately 0.63%), (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) 22,881,251 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 5.3%). The percentages are calculated pursuant to Rule 13d-3(d) of the Exchange Act. The information set forth in Item 4 of this Statement is incorporated herein by reference.
(b)	See Item 5 (a).
(c)	Paragraph (c) of the Statement is amended to add the following: Effective as of January 2, 2026, Mariposa transferred an aggregate of 79,978 shares of Common Stock to employees of an affiliate of Mariposa for services provided. Except as otherwise described herein (or previously described in the Statement), no other transactions were effected by the Reporting Persons in the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	Exhibit D - Joint Filing Agreement among the Reporting Persons, dated January 3, 2025 (incorporated by reference to Exhibit D to the Statement filed by the Reporting Persons with respect to the Issuer on January 3, 2025). Exhibit E - 2021 Proxy Agreement, dated January 5, 2021 (incorporated by reference to Exhibit E to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021).

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:	01/02/2026

Mariposa Acquisition IV, LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin / Manager
Date:	01/02/2026

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:	01/02/2026

Brimstone Investments LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin / Manager
Date:	01/02/2026

FAQ

How many APi Group (APG) shares does Sir Martin E. Franklin beneficially own in this amendment?

Sir Martin E. Franklin beneficially owns 56,470,049 shares of APi Group Common Stock, representing 12.9% of the class. This total includes Common Stock, Series A Preferred Stock convertible into Common within 60 days, and shares he can vote under a proxy agreement.

What new share issuance did APi Group (APG) make to Mariposa Acquisition IV, LLC?

On December 31, 2025 APi Group declared, and on January 2, 2026 issued, 15,212,810 shares of Common Stock to Mariposa Acquisition IV, LLC as a dividend on its Series A Preferred Stock. These are referred to as the 2025 Dividend Shares.

How were the 2025 Dividend Shares in APi Group (APG) distributed by Mariposa?

Effective January 2, 2026, Mariposa distributed the 15,212,810 Dividend Shares to its members for no consideration, including 5,771,316 shares to MEF Holdings, 2,168,331 shares to Brimstone Investments, and 2,893,117 shares to each of Ashken and Lillie, or their affiliated entities.

What are the individual APi Group (APG) holdings of MEF Holdings and Brimstone Investments?

MEF Holdings holds 24,740,106 shares of Common Stock, or approximately 5.7% of the class. Brimstone Investments holds 2,711,692 shares of Common Stock, or approximately 0.63% of the class.

What APi Group (APG) preferred and common shares are held by Mariposa Acquisition IV, LLC?

Mariposa holds 4,000,000 shares of Series A Preferred Stock that are convertible at any time into 6,000,000 shares of Common Stock, plus 137,000 shares of Common Stock. Together, these represent approximately 1.4% of the Common Stock class as reported.

What additional APi Group (APG) share transfers are disclosed in this amendment?

The amendment notes that effective January 2, 2026, Mariposa transferred an aggregate of 79,978 shares of Common Stock to employees of an affiliate of Mariposa in exchange for services provided.

What voting rights in APi Group (APG) shares does Sir Martin E. Franklin hold under the Proxy Agreement?

Sir Martin E. Franklin has sole power to vote, or direct the vote of, 22,881,251 shares of Common Stock pursuant to a 2021 Proxy Agreement, which is included as an exhibit by reference.