Form 4: APi Group Director Lillie Reports Major Stock Shifts

APi Group Director James E. Lillie reported a series of significant transactions involving common stock and preferred stock, including a stock dividend, employee transfers, and a pro rata distribution.

Summary

• James E. Lillie, a Director of APi Group Corp, reported changes in his beneficial ownership of the company's common stock and Series A Preferred Stock.
• On December 31, 2025, Lillie indirectly acquired 2,913,565 shares of Common Stock as a stock dividend on Series A Preferred Stock held by Mariposa Acquisition IV, LLC, increasing his indirect beneficial ownership to 2,918,648 shares.
• On January 2, 2026, Mariposa Acquisition IV, LLC transferred 9,979 shares of Common Stock at $38.97 per share to employees of an affiliate for services provided, reducing indirect beneficial ownership to 2,908,669 shares.
• Also on January 2, 2026, Mariposa Acquisition IV, LLC made a pro rata distribution of 2,893,117 shares of Common Stock to JTOO LLC, reducing Mariposa's indirect beneficial ownership to 15,552 shares.
• Concurrently, JTOO LLC directly acquired 2,893,117 shares of Common Stock from the pro rata distribution, increasing Lillie's indirect beneficial ownership through JTOO LLC to 10,241,218 shares.
• Lillie also directly holds 1,425,019 shares of Common Stock.
• Derivative holdings include 4,740 Restricted Stock Units (RSUs) directly held, which vest on May 16, 2026.
• Additionally, 1,152,000 shares of Series A Preferred Stock are indirectly held by Mariposa Acquisition IV, LLC, convertible into Common Stock on a one-for-one basis and automatically converting on the last day of the seventh full financial year following October 1, 2019.

Sentiment

Score: 5

Explanation: This Form 4 is a factual report of changes in beneficial ownership by a director, including acquisitions through stock dividends and distributions, and dispositions through employee transfers and pro rata distributions. It does not contain performance-related information to indicate a positive or negative sentiment about the company's operational or financial results.

Positives

• Acquisition of 2,913,565 Common Stock shares via stock dividend on Series A Preferred Stock, indicating value accrual from preferred holdings.
• Significant indirect beneficial ownership through JTOO LLC increased to 10,241,218 shares after a pro rata distribution, demonstrating continued substantial insider stake.

Negatives

• Disposition of 9,979 Common Stock shares at $38.97 due to transfer to employees, representing a reduction in indirect holdings.
• Disposition of 2,893,117 Common Stock shares from Mariposa Acquisition IV, LLC due to a pro rata distribution, though these shares were subsequently acquired by JTOO LLC, which Mr. Lillie manages.

Future Outlook

4,740 Restricted Stock Units are scheduled to vest on May 16, 2026, contingent on continuous service. 1,152,000 shares of Series A Preferred Stock are convertible on a one-for-one basis into Common Stock at the holder's election and will automatically convert on the last day of the seventh full financial year following October 1, 2019.

Industry Context

This insider transaction report provides specific details on a director's beneficial ownership changes within APi Group Corp and does not contain information relevant to broader industry trends or competitor analysis.

Related Party Transactions

• The pro rata distribution of 2,893,117 Common Stock shares from Mariposa Acquisition IV, LLC to JTOO LLC is a transaction between entities where Mr. Lillie has significant influence (JTOO LLC is owned by the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, and Mr. Lillie is the manager of JTOO LLC).

Stakeholder Impact

• Provides transparency to shareholders regarding changes in a director's beneficial ownership, which can influence investor confidence and perception of insider alignment.
• The transfer of shares to employees of an affiliate for services provided could be seen as a form of compensation, potentially impacting employee motivation and retention within the affiliate.

Next Steps

• Vesting of 4,740 Restricted Stock Units on May 16, 2026.
• Potential conversion of 1,152,000 Series A Preferred Stock into Common Stock, with automatic conversion on the last day of the seventh full financial year following October 1, 2019.

Key Dates

Keywords

APi Group, APG, Form 4, insider transaction, beneficial ownership, common stock, preferred stock, restricted stock units, director, stock dividend, share distribution