Form 4: APi Group Director Sells Shares Under 10b5-1 Plan

APi Group Corp Director James E. Lillie executed pre-scheduled sales of common stock totaling 359,000 shares in early March 2026 through a Rule 10b5-1 trading plan.

Summary

• Director James E. Lillie of APi Group Corp sold a total of 359,000 shares of common stock between March 2 and March 4, 2026.
• The sales were conducted both directly and indirectly through JTOO LLC, where Mr. Lillie serves as manager.
• These transactions were executed under a pre-arranged Rule 10b5-1 trading plan established on May 9, 2025.
• Direct sales totaled 74,000 shares at weighted average prices ranging from $42.94 to $44.51.
• Indirect sales through JTOO LLC totaled 285,000 shares at weighted average prices ranging from $42.94 to $44.51.
• Following these transactions, Mr. Lillie directly holds 1,350,019 common shares and indirectly holds 9,522,350 common shares through JTOO LLC.
• He also indirectly holds 15,552 common shares and 1,152,000 Series A Preferred Stock through Mariposa Acquisition IV, LLC, disclaiming beneficial ownership beyond his pecuniary interest.
• Mr. Lillie also holds 4,740 Restricted Stock Units (RSUs) that are scheduled to vest on May 16, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it represents insider selling, the execution under a Rule 10b5-1 plan mitigates concerns of opportunistic selling, indicating pre-planned diversification rather than a reaction to new information.

Negatives

• Insider selling, even if planned, can sometimes be perceived negatively by the market, as it reduces the insider's direct stake in the company.

Future Outlook

4,740 Restricted Stock Units are scheduled to vest on May 16, 2026, contingent on the Reporting Person's continuous service with the Issuer. The Series A Preferred Stock held indirectly is convertible into Common Stock and will automatically convert on the last day of the seventh full financial year following October 1, 2019.

Industry Context

StockSavvy.ai notes that insider sales executed under a Rule 10b5-1 plan are common practice for executives and directors to diversify holdings and manage liquidity without implying a negative outlook on the company's future performance. These plans are pre-scheduled, reducing the perception of opportunistic selling.

Related Party Transactions

• Sales were conducted by JTOO LLC, of which Mr. Lillie is the manager.
• Shares are also held indirectly by Mariposa Acquisition IV, LLC, where JTOO LLC holds an interest, and Mr. Lillie is the grantor of the Lillie 2015 Dynasty Trust which owns JTOO LLC.

Stakeholder Impact

• Shareholders: The sale of shares by a director, even if pre-planned, could be interpreted by some shareholders as a slight reduction in insider confidence, though the 10b5-1 plan context often mitigates this. It also increases the float of shares available in the market.

Next Steps

• 4,740 Restricted Stock Units are scheduled to vest on May 16, 2026, subject to continuous service.
• The Series A Preferred Stock will automatically convert into Common Stock on the last day of the seventh full financial year of the Issuer following October 1, 2019.

Key Dates

Recommendation

The insider sales by Director James E. Lillie are part of a pre-established Rule 10b5-1 trading plan, which suggests a planned diversification or liquidity event rather than a reaction to new, negative company-specific information. Such planned sales are generally viewed as neutral events and do not typically warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while monitoring future company performance and disclosures.

Keywords

APi Group Corp, APG, James E. Lillie, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Director, Common Stock, Restricted Stock Units, Series A Preferred Stock