APi Group Corporation

01/02/2026 | Press release | Distributed by Public on 01/02/2026 15:57

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ASHKEN IAN G H
2. Issuer Name and Ticker or Trading Symbol
APi Group Corp [APG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O API GROUP CORP, 1100 OLD HIGHWAY 8 NW
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
(Street)
NEW BRIGHTON, MN 55112
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2025 A(1) 2,913,565(1) A $ 0 (1) 2,918,648(1) I By Mariposa Acquisition IV, LLC(2)
Common Stock 01/02/2026 J(3) 9,979(3) D $38.97 2,908,669 I By Mariposa Acquisition IV, LLC(2)
Common Stock 01/02/2026 J(4) 2,893,117(4) D $ 0 15,552 I By Mariposa Acquisition IV, LLC(2)
Common Stock 01/02/2026 J(4) 2,893,117(4) A $ 0 10,861,284 I by Nancy and Ian Ashken Investment Trust LLLP(5)
Common Stock 53,730 I By Ian G.H. Ashken Living Trust(6)
Common Stock 300,000 I See footnote(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (8) (9) (9) Common Stock 4,740 4,740 D
Series A Preferred Stock (10) (10) (10) Common Stock 1,152,000 1,152,000 I By Mariposa Acquisition IV, LLC(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ASHKEN IAN G H
C/O API GROUP CORP
1100 OLD HIGHWAY 8 NW
NEW BRIGHTON, MN 55112
X

Signatures

/s/ Louis B. Lambert, Attorney-in-Fact 01/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) The shares of Common Stock (prior to the transactions described in footnotes 3 and 4) and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. The Nancy and Ian Ashken Investment Trust LLLP (the "Ashken Investment Trust"), the general partner of which is wholly-owned by The Ian G.H. Ashken Living Trust (the "Ashken Trust"), of which Mr. Ashken is the trustee and beneficiary, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 2,918,648 shares of Common Stock (prior to the transactions described in footnotes 3 and 4) and 1,152,000 shares of Series A Preferred Stock held by Mariposa Acquisition IV, LLC. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
(3) Represents a transfer to employees of an affiliate of Mariposa Acquisition IV, LLC for services provided.
(4) Represents a pro rata distribution from Mariposa Acquisition IV, LLC to the Ashken Investment Trust.
(5) The shares of Common Stock reported herein are held directly by the Ashken Investment Trust, the general partner of which is wholly-owned by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
(6) The shares of Common Stock reported herein are held directly by the Ashken Trust, of which Mr. Ashken is the trustee and beneficiary. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
(7) Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.
(8) Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
(9) These restricted stock units vest on May 16, 2026, which is the one-year anniversary of the grant date, subject to the Reporting Person's continuous service with the Issuer as of the vesting date.
(10) The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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