Form 4: APi Group Director Franklin Reports Share Transactions

Martin E. Franklin, a Director and 10% Owner of APi Group Corp, reported several transactions involving common stock and Series A Preferred Stock, including a stock dividend and distributions to affiliated entities.

Summary

• Martin E. Franklin, a Director and 10% Owner of APi Group Corp, reported changes in his indirect beneficial ownership of common stock and Series A Preferred Stock.
• On December 31, 2025, Mariposa Acquisition IV, LLC received a stock dividend of 8,084,991 shares of Common Stock, increasing its indirect beneficial ownership to 8,100,243 shares.
• On January 2, 2026, Mariposa Acquisition IV, LLC transferred 57,940 shares of Common Stock at $38.97 per share to employees of an affiliate.
• On January 2, 2026, Mariposa Acquisition IV, LLC distributed 5,771,316 shares of Common Stock to MEF Holdings, LLLP, and 2,168,331 shares of Common Stock to Brimstone Investments, LLC.
• MEF Holdings, LLLP and Brimstone Investments, LLC subsequently reported acquiring these distributed shares, resulting in MEF Holdings, LLLP holding 24,740,106 shares and Brimstone Investments, LLC holding 2,711,692 shares.
• Mariposa Acquisition IV, LLC continues to hold 3,456,000 shares of Series A Preferred Stock, which is convertible into Common Stock at a 1.5 to 1 ratio.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including a stock dividend and internal distributions, which are neutral in terms of immediate positive or negative sentiment for the company's operational performance. The transactions primarily reflect changes in the structure of beneficial ownership rather than a direct market action.

Positives

• Mariposa Acquisition IV, LLC received a significant stock dividend of 8,084,991 shares of Common Stock.
• The Series A Preferred Stock held by Mariposa Acquisition IV, LLC is convertible into Common Stock at a favorable 1.5 to 1 ratio, indicating potential future equity upside.

Negatives

• Mariposa Acquisition IV, LLC disposed of 57,940 shares of Common Stock through a transfer to employees of an affiliate.
• Mariposa Acquisition IV, LLC reduced its direct holdings of Common Stock through distributions to MEF Holdings, LLLP and Brimstone Investments, LLC, though these shares remain indirectly beneficially owned by Mr. Franklin.

Future Outlook

The Series A Preferred Stock held by Mariposa Acquisition IV, LLC is convertible into Common Stock at a 1.5 to 1 ratio at the holder's election and will automatically convert on December 31, 2026.

Management Comments

• Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
• Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC.
• 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.

Industry Context

This Form 4 filing details routine insider transactions and changes in beneficial ownership for a director and 10% owner, which is standard disclosure for publicly traded companies and does not directly reflect broader industry trends.

Related Party Transactions

• Distributions of Common Stock from Mariposa Acquisition IV, LLC to MEF Holdings, LLLP and Brimstone Investments, LLC, both of which Mr. Franklin has an indirect interest in.
• Transfer of Common Stock from Mariposa Acquisition IV, LLC to employees of an affiliate.

Stakeholder Impact

• Shareholders: The stock dividend increases the number of common shares indirectly held by Mr. Franklin's affiliated entities. The distributions reallocate ownership among entities Mr. Franklin controls, but do not change his overall indirect beneficial interest significantly.

Next Steps

• Automatic conversion of Series A Preferred Stock into Common Stock on December 31, 2026.

Key Dates

Keywords

APi Group Corp, APG, Martin E. Franklin, Form 4, Insider Trading, Beneficial Ownership, Stock Dividend, Common Stock, Preferred Stock, Mariposa Acquisition IV, MEF Holdings, Brimstone Investments, Director Transactions