Becker Russell A. 4
4 · APi Group Corp · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
APi Group (APG) CEO Russell Becker Exercises Awards, Sells Shares
What Happened
- Russell A. Becker, President & CEO and a director of APi Group (APG), settled performance-based equity awards on February 24, 2026 and received shares from those awards. In connection with the settlement, 200,343 shares were withheld/sold to cover tax liabilities at $44.99 per share, producing proceeds of $9,013,432. The filing also shows additional award-related share issuances and a conversion/exercise of derivative awards on the same date.
- Transaction breakdown (Feb 24, 2026):
- Exercised/converted derivative into 407,205 shares (acquired; $0.00 per share reported).
- 200,343 shares withheld/used to satisfy tax liability (disposed) at $44.99 — proceeds $9,013,432.
- Grants/awards: 110,025 and 73,350 shares reported as acquisitions (derivative/award, $0.00).
- A conversion/derivative disposition of 219,045 shares (reported as disposed at $0.00 in the filing).
- Net effect from the listed transactions: a net increase of 171,192 shares (590,580 acquired less 419,388 disposed). The filing does not state a full post-transaction total of shares beneficially owned in the excerpt provided.
Key Details
- Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (timely within the required reporting window).
- Tax-withholding sale price: $44.99 per share; tax-withholding proceeds: $9,013,432.
- Net share change from these entries: +171,192 shares.
- Notable footnotes:
- F1 / F11: Many shares resulted from settlement/awards of 2023 performance stock units (PSUs); the number earned is performance-based and was adjusted upward based on results.
- F3: 200,343 shares were withheld to cover tax liability.
- Several items are restricted stock units or PSUs with multi-year vesting/performance periods (see F10, F12, F13, F14, F15, F16 for vesting/performance-period details).
- Holdings may be held in trusts or retirement plans (see F4–F7); the reporting person disclaims beneficial ownership of shares in which he has no pecuniary interest.
- Filing timeliness: Filed two days after the transaction date (Feb 26 for Feb 24), which is within the standard two-business-day Form 4 deadline.
Context
- These transactions are primarily award settlements and related tax-withholding, not open-market purchases or discretionary sales. Award settlements and PSUs reflect compensation and performance outcomes rather than a direct market-timing trade signal.
- The withholding of shares to cover taxes is a common, routine method (akin to a "cashless" exercise/settlement) and generated the $9.01M figure disclosed.
- Performance stock units (PSUs) noted in the filing are subject to performance conditions and vesting schedules; amounts granted or settled can increase or decrease based on results and thus do not alone indicate insider sentiment.
Insider Transaction Report
Form 4
Becker Russell A.
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-24+407,205→ 2,626,042 total - Tax Payment
Common Stock
[F3]2026-02-24$44.99/sh−200,343$9,013,432→ 2,425,699 total - Award
Performance Stock Units
[F8]2026-02-24+110,025→ 110,025 total→ Common Stock (110,025 underlying) - Award
Restricted Stock Units
[F9][F10]2026-02-24+73,350→ 73,350 total→ Common Stock (73,350 underlying) - Exercise/Conversion
Performance Stock Units
[F11]2026-02-24−219,045→ 0 total→ Common Stock (219,045 underlying)
Holdings
- 196,425(indirect: By Spouse)
Common Stock
[F2] - 797,520(indirect: By Trust)
Common Stock
[F2][F4] - 966,075(indirect: By Trust)
Common Stock
[F2][F5] - 859,489(indirect: By Trust)
Common Stock
[F2][F6] - 1,218(indirect: By Son)
Common Stock
[F2] - 1,050(indirect: By Son)
Common Stock
[F2] - 1,050(indirect: By Son)
Common Stock
[F2] - 17,501(indirect: By 401(k))
Common Stock
[F2][F7] - 48,677
Restricted Stock Units
[F9][F12][F2]→ Common Stock (48,677 underlying) - 150,504
Performance Stock Units
[F13][F2]→ Common Stock (150,504 underlying) - 66,892
Restricted Stock Units
[F9][F14][F2]→ Common Stock (66,892 underlying) - 147,189
Performance Stock Units
[F15][F2]→ Common Stock (147,189 underlying) - 98,126
Restricted Stock Units
[F9][F16][F2]→ Common Stock (98,126 underlying)
Footnotes (16)
- [F1]The number of shares of the Issuer's Common Stock were acquired pursuant to the settlement of a performance share unit award (the "2023 PSUs"). The number of shares of Common Stock that were earned at the end of the performance period was increased based on results of the performance condition.
- [F10]These restricted stock units vest in equal installments on March 1, 2027, March 1, 2028, and March 1, 2029.
- [F11]Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security.
- [F12]These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026.
- [F13]Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition.
- [F14]These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.
- [F15]Represents an award of performance stock units (the "2025 PSUs"). The 2025 PSUs will have a performance period beginning January 1, 2025 and ending December 31, 2027. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2025 PSUs, which are not a derivative security.
- [F16]These restricted stock units vest in equal installments on March 1, 2026, March 1, 2027, and March 1, 2028.
- [F2]Amount has been adjusted pursuant to a three-for-two stock dividend effected on June 30, 2025.
- [F3]Shares withheld for tax liability.
- [F4]The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F5]The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F6]The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
- [F7]These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan.
- [F8]Represents an award of performance stock units (the "2026 PSUs"). The 2026 PSUs will have a performance period beginning January 1, 2026 and ending December 31, 2028. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2026 PSUs, which are not a derivative security.
- [F9]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
Signature
/s/ Louis B. Lambert, Attorney-in-Fact|2026-02-26