Sir Martin E. Franklin - 31 Dec 2025 Form 4 Insider Report for APi Group Corp (APG)

Role
Director, 10%+ Owner
Signature
/s/ Louis B. Lambert, Attorney-in-Fact
Issuer symbol
APG
Transactions as of
31 Dec 2025
Net transactions value
-$2,257,922
Form type
4
Filing time
02 Jan 2026, 16:56:33 UTC
Previous filing
12 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
FRANKLIN MARTIN E Director, 10%+ Owner C/O API GROUP CORPORATION, 1100 OLD HIGHWAY NW 8, NEW BRIGHTON /s/ Louis B. Lambert, Attorney-in-Fact 02 Jan 2026 0000940603

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APG Common Stock Award $0 +8,084,991 +53009% $0.000000 8,100,243 31 Dec 2025 By Mariposa Acquisition IV, LLC F1, F2
transaction APG Common Stock Other $2,257,922 -57,940 -0.72% $38.97 8,042,303 02 Jan 2026 By Mariposa Acquisition IV, LLC F2, F3
transaction APG Common Stock Other $0 -5,771,316 -72% $0.000000 2,270,987 02 Jan 2026 By Mariposa Acquisition IV, LLC F2, F4
transaction APG Common Stock Other $0 +5,771,316 +30% $0.000000 24,740,106 02 Jan 2026 By MEF Holdings, LLLP F4, F5
transaction APG Common Stock Other $0 -2,168,331 -95% $0.000000 102,656 02 Jan 2026 By Mariposa Acquisition IV, LLC F2, F6
transaction APG Common Stock Other $0 +2,168,331 +399% $0.000000 2,711,692 02 Jan 2026 By Brimstone Investments, LLC F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding APG Series A Preferred Stock 3,456,000 31 Dec 2025 Common Stock 3,456,000 By Mariposa Acquisition IV, LLC F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a stock dividend on shares of Series A Preferred Stock of the Issuer. The holder of Series A Preferred Stock of the Issuer is entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
F2 The shares of Common Stock (prior to the transactions described in footnotes 3, 4 and 6) 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. 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. Brimstone Investments LLC, of which Mr. Franklin is the Manager, which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, holds a limited liability company interest in Mariposa. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
F3 Represents a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.
F4 Represents a pro rata distribution from Mariposa Acquisition IV, LLC to MEF Holdings, LLLP.
F5 The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP.
F6 Represents a pro rata distribution of Common Stock from Mariposa Acquisition IV, LLC to Brimstone Investments LLC ("Brimstone").
F7 The shares of Common Stock reported herein are held directly by Brimstone.
F8 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:

As stated in footnote 2, Mr. Franklin exercises voting and investment power over shares held directly by Mariposa Acquisition IV, LLC. Accordingly, Mariposa Acquisition IV, LLC has been deemed a "director by deputization" solely for purposes of Section 16 of the Exchange Act. The filing of this statement on Form 4 shall not be deemed an admission that any reporting person is a member of such a group.