APi Group (NYSE: APG) major holder reports 12.7% stake update

Rhea-AI Filing Summary

APi Group Corporation’s major shareholder Sir Martin E. Franklin has updated his ownership disclosure in an Amendment No. 10 to a Schedule 13D. As of the event date, he beneficially owns 55,536,501 shares of APi Group common stock, representing 12.7% of the class under SEC Rule 13d‑3(d). This total includes Series A Preferred Stock that is convertible into common stock within 60 days and shares subject to a proxy giving him sole voting power.

The beneficial ownership is held through several entities: 24,240,426 shares are held by MEF Holdings LLLP

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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 55,536,501.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 33,089,118.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

55,536,501.00

12

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

13

Percent of class represented by amount in Row (11)

12.7 %

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 24,240,426.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,240,426.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,240,426.00

12

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

13

Percent of class represented by amount in Row (11)

5.6 %

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. 10 (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, and Amendment No. 9, filed on January 2, 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 55,536,501 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, 33,089,118 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 22,447,383 shares of Common Stock pursuant to the Proxy Agreement. The shares beneficially owned by Sir Martin consist of (i) 24,240,426 shares of Common Stock held directly by MEF Holdings (or approximately 5.6%), (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) 22,447,383 shares of Common Stock which Sir Martin has the sole power to vote pursuant to the Proxy Agreement (or approximately 5.2%) (after giving effect to the disposition of shares of Common Stock subject to the Proxy Agreement). 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 December 31, 2025, MEF Holdings LLLP gifted 499,680 shares of Common Stock to a 501(c)(3) private charitable foundation following which it no longer had any voting or dispositive power over such shares of Common Stock.

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:	01/09/2026

Mariposa Acquisition IV, LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin/Manager
Date:	01/09/2026

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:	01/09/2026

Brimstone Investments LLC

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin/Manager
Date:	01/09/2026

FAQ

What ownership change does APi Group (APG) report in this Schedule 13D/A?

The amendment updates Sir Martin E. Franklin’s beneficial ownership in APi Group common stock to 55,536,501 shares, representing 12.7% of the outstanding class under SEC Rule 13d‑3(d). It also records a gift of 499,680 shares of common stock by MEF Holdings LLLP to a 501(c)(3) private charitable foundation on December 31, 2025.

How many APi Group (APG) shares does Sir Martin E. Franklin beneficially own and how is this calculated?

Sir Martin beneficially owns 55,536,501 shares of APi Group common stock, or 12.7% of the class. This includes (i) common shares held by entities he controls, (ii) Series A Preferred Stock that is convertible into common stock within 60 days, and (iii) 22,447,383 common shares over which he has sole voting power under a proxy agreement, as described in Item 5.

Which entities associated with Sir Martin E. Franklin hold APi Group (APG) shares and in what amounts?

The amendment lists several reporting persons. MEF Holdings LLLP holds 24,240,426 common shares 5.6%). Brimstone Investments LLC holds 2,711,692 common shares 0.63%). Mariposa Acquisition IV, LLC holds 4,000,000 Series A Preferred shares convertible into 6,000,000 common shares plus 137,000 common shares 1.4% in aggregate). Sir Martin also has proxy voting power over 22,447,383 common shares.

What charitable transaction involving APi Group (APG) stock is disclosed in this amendment?

Item 5(c) states that on December 31, 2025, MEF Holdings LLLP gifted 499,680 shares of APi Group common stock to a 501(c)(3) private charitable foundation, after which MEF Holdings LLLP no longer had any voting or dispositive power over those shares.

How much APi Group (APG) stock does Mariposa Acquisition IV, LLC report owning?

Mariposa Acquisition IV, LLC reports beneficial ownership of 6,137,000 common shares, which is about 1.4% of the class. This total includes 4,000,000 shares of Series A Preferred Stock that are convertible at any time at the holder’s option into 6,000,000 common shares, plus 137,000 common shares held directly.

What voting power does Sir Martin E. Franklin have over APi Group (APG) shares?

Sir Martin has sole voting power over 55,536,501 shares of APi Group common stock. This includes 33,089,118 shares over which he has both sole voting and dispositive power, and an additional 22,447,383 shares he can vote under a Proxy Agreement, as described in Item 5(a)-(b).