SEC Form 4 · accession 0001628280-26-053453
APi Group Corp · APG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Lillie
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 | Aug 3, 2026 | S | 74,420 | $39.84 | D | 1,205,339 | D | |
| Common StockF1,F3 | Aug 3, 2026 | S | 580 | $40.11 | D | 1,204,759 | D | |
| Common StockF1,F2,F4 | Aug 3, 2026 | S | 282,796 | $39.84 | D | 8,954,554 | I | By JTOO LLC |
| Common StockF1,F3,F4 | Aug 3, 2026 | S | 2,204 | $40.11 | D | 8,952,350 | I | By JTOO LLC |
| Common StockF5 | 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 StockF5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,152,000 | 1,152,000 | I |
| Restricted Stock UnitsF7,F8 | — | 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 JTOO LLC and the Reporting Person on May 9, 2025.
- 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 $39.085 to $40.08 per share. The Reporting Person or JTOO LLC, 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.
- F3Represents the weighted average price of the shares sold on August 3, 2026. The prices of the shares sold pursuant to the transactions ranged from $40.09 to $40.13 per share. The Reporting Person or JTOO LLC, 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.
- F4The shares of Common Stock reported herein are held directly by JTOO LLC, of which Mr. Lillie is the manager.
- F5The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. JTOO LLC, which is owned by the Lillie 2015 Dynasty Trust, of which Mr. Lillie is the grantor, 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. Lillie disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
- F6The Series A Preferred Stock will convert into Common Stock at the option of the holder or automatically as of December 31, 2026.
- F7Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
- F8These 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.