SCHEDULE: APi Group Shareholder Structure Update

Sir Martin E. Franklin and affiliated entities updated their beneficial ownership in APi Group Corporation following a significant dividend and share distribution.

Summary

• APi Group Corporation declared a dividend of 15,212,810 shares of Common Stock on its Series A Preferred Stock on December 31, 2025.
• Mariposa Acquisition IV, LLC received these dividend shares on January 2, 2026.
• Mariposa subsequently distributed these shares to its members, including 5,771,316 shares to MEF Holdings, 2,168,331 shares to Brimstone, and 2,893,117 shares each to Ashken and Lillie (or their affiliates), without consideration.
• Sir Martin E. Franklin beneficially owns 56,470,049 shares of Common Stock, representing 12.9% of the class, as of January 2, 2026.
• This beneficial ownership includes shares held directly by MEF Holdings (24,740,106 shares or 5.7%), Brimstone (2,711,692 shares or 0.63%), and Mariposa (6,137,000 shares or 1.4% including convertible preferred stock).
• Sir Martin also holds sole voting power over an additional 22,881,251 shares (5.3%) through a Proxy Agreement.
• Mariposa transferred 79,978 shares of Common Stock to employees of an affiliate for services provided on January 2, 2026.

Sentiment

Score: 5

Explanation: This is a neutral filing primarily reporting changes in beneficial ownership due to a dividend and internal distribution. It does not contain information that would significantly alter the sentiment towards the company's operational or financial performance.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's operations or financial performance. It focuses solely on changes in beneficial ownership.

Industry Context

This filing is a routine update on beneficial ownership and does not provide information to analyze broader industry trends or competitive landscape.

Related Party Transactions

• The distribution of 15,212,810 shares from Mariposa Acquisition IV, LLC to its members (MEF Holdings, Brimstone, Ashken, and Lillie or their affiliated entities) for no consideration, as these entities are affiliated with Sir Martin E. Franklin.
• The transfer of 79,978 shares of Common Stock from Mariposa Acquisition IV, LLC to employees of an affiliate of Mariposa for services provided.

Stakeholder Impact

• Shareholders: The filing details a change in the ownership structure among significant shareholders, which could impact voting power dynamics.
• Employees: A small number of shares (79,978) were transferred to employees of an affiliate for services, which could be a positive for those specific employees.

Key Dates

Recommendation

This Schedule 13D filing primarily reports a change in beneficial ownership structure among affiliated entities following a dividend distribution. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should hold their positions and await further operational updates.

Keywords

APi Group Corporation, API, Schedule 13D, Beneficial Ownership, Sir Martin E. Franklin, Mariposa Acquisition, Share Distribution, Common Stock, Series A Preferred Stock, Shareholder Update