SEC Form 4 · accession 0001628280-26-053452
APi Group Corp · APG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian G H Ashken
Director
Period of report
Aug 3, 2026
Accepted (ET)
Aug 5, 2026 · 4:47 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001796209
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Aug 3, 2026 | S | 214,928 | $39.91 | D | 9,262,356 | I | by Nancy and Ian Ashken Investment Trust LLLP |
| Common StockF1,F4,F3 | Aug 4, 2026 | S | 80,071 | $40.33 | D | 9,182,285 | I | by Nancy and Ian Ashken Investment Trust LLLP |
| Common StockF1,F5,F3 | Aug 4, 2026 | S | 5,001 | $40.76 | D | 9,177,284 | I | by Nancy and Ian Ashken Investment Trust LLLP |
| Common StockF6 | holding | — | — | — | 300,000 | I | See footnote | |
| Common StockF7 | holding | — | — | — | 58,470 | I | By Ian G.H. Ashken Living Trust | |
| Common StockF8 | holding | — | — | — | 15,552 | I | By Mariposa Acquisition IV, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF8,F9 | — | holding | — | — | — | — | — | Common Stock | 1,152,000 | 1,152,000 | I |
| Restricted Stock UnitsF10,F11 | — | holding | — | — | — | — | — | Common Stock | 4,047 | 4,047 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Nancy and Ian Ashken Investment Trust LLLP (the "Ashken Investment Trust") on March 18, 2026.
- F10Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F11These restricted stock units vest on May 15, 2027, 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.
- F2Represents the weighted average price of the shares sold on August 3, 2026. The prices of the shares sold pursuant to the transactions ranged from $39.75 to $40.13 per share. The Ashken Investment Trust, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
- F3The shares of Common Stock reported herein are held directly by 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. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- F4Represents the weighted average price of the shares sold on August 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $39.75 to $40.745 per share. The Ashken Investment Trust, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
- F5Represents the weighted average price of the shares sold on August 4, 2026. The prices of the shares sold pursuant to the transactions ranged from $40.75 to $40.765 per share. The Ashken Investment Trust, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price.
- F6Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.
- F7The 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.
- F8The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. 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, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, may be deemed to have a pecuniary interest in 15,552 shares of Common Stock 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.
- F9The Series A Preferred Stock will convert into Common Stock at the option of the holder or automatically as of December 31, 2026.