Becker Russell A. 4

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.