APi Group Corp·4

Mar 19, 7:25 PM ET

FRANKLIN MARTIN E 4

4 · APi Group Corp · Filed Mar 19, 2026

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APi Group (APG) 10% Owner Martin E. Franklin Sells 3M Shares

What Happened
Martin E. Franklin, reported as a 10% owner of APi Group (APG), disposed of 3,000,000 shares of APG common stock in a block trade on March 19, 2026. The shares were sold at $40.88 per share for an aggregate proceeds of $122,640,000. The sale was executed by MEF Holdings, LLLP pursuant to Rule 144.

Key Details

  • Transaction date and price: March 19, 2026 — 3,000,000 shares at $40.88/share (total $122,640,000). (Transaction code: S = Sale)
  • Reported filer: Sale effected by MEF Holdings, LLLP (entity associated with Mr. Franklin). Footnote confirms block trade under Rule 144.
  • Shares owned after transaction: Not specified in the Form 4 filing.
  • Beneficial ownership notes: Mr. Franklin is sole settlor/trustee of the Martin E. Franklin Revocable Trust and is manager/has interests in entities (MEF Holdings, Mariposa Acquisition IV, Brimstone Investments) referenced in footnotes; he disclaims beneficial ownership except for his pecuniary interest.
  • Convertible preferred: Footnotes note Series A Preferred converts to common at 1.5:1 and will automatically convert on Dec 31, 2026.
  • Filing timeliness: Form 4 filed on 2026-03-19 (same date as transaction) — appears timely.

Context
This was a sale by an affiliated 10% owner via an entity block trade (Rule 144). Sales by large shareholders or affiliated entities can be driven by tax, portfolio, or liquidity needs and are not, by themselves, a clear signal about company fundamentals. The filing disclaims broader beneficial ownership beyond pecuniary interest and notes other entity holdings and convertible preferred that may affect total economic exposure.

Insider Transaction Report

Form 4
Period: 2026-03-19
FRANKLIN MARTIN E
Director10% Owner
Transactions
  • Sale

    Common Stock

    [F1][F2]
    2026-03-19$40.88/sh3,000,000$122,640,00021,240,426 total(indirect: By MEF Holdings, LLLP)
Holdings
  • Common Stock

    [F3]
    (indirect: By LLC)
    102,656
  • Common Stock

    [F4]
    (indirect: By LLC)
    2,711,692
  • Series A Preferred Stock

    [F5][F3]
    (indirect: By LLC)
    Common Stock (3,456,000 underlying)
    3,456,000
Footnotes (5)
  • [F1]On March 19, 2026, MEF Holdings, LLLP sold 3,000,000 shares of Common Stock in a block trade at a price of $40.88 per share pursuant to Rule 144 of the Securities Act of 1933, as amended.
  • [F2]The shares of Common Stock reported herein are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
  • [F3]The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. Mr. Franklin is the manager of Mariposa Acquisition IV, LLC. In such capacity, Mr. Franklin exercises voting and investment power over the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. As a result, Mr. Franklin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of his proportionate interest in the shares of Common Stock and Series A Preferred Stock held by Mariposa Acquisition IV, LLC. MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV, LLC. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
  • [F4]The shares of Common Stock reported herein are held directly by Brimstone Investments LLC, of which Mr. Franklin is the Manager, which is wholly-owned by a trust of which Mr. Franklin is a beneficiary, holds a limited liability company interest in Mariposa.
  • [F5]The Series A Preferred Stock is convertible at any time at the election of the holder, on a 1.5 to 1 basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock will automatically convert into Common Stock on December 31, 2026 (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).
Signature
/s/ Louis B. Lambert, Attorney-in-Fact|2026-03-19

Documents

1 file
  • 4
    ownership.xmlPrimary

    OWNERSHIP DOCUMENT