APi Group Corp·4

May 19, 7:24 PM ET

ASHKEN IAN G H 4

4 · APi Group Corp · Filed May 19, 2026

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APi Group (APG) Director Ian Ashken Exercises RSUs, Transfers 4,740 Shares

What Happened
Ian G.H. Ashken, a director of APi Group (APG), had restricted stock units (RSUs) vest and settle into 4,740 shares of APG common stock on May 16, 2026. Those settled shares were immediately transferred to The Ian G.H. Ashken Living Trust in an exempt transaction. Separately, the filing also reports a grant of 4,047 RSUs on May 15, 2026 (these RSUs are derivative awards, $0 exercise price).

Key Details

  • Transactions reported:
    • May 15, 2026 — Grant (award) of 4,047 RSUs (derivative award), $0.00 per share (acquired as RSUs).
    • May 16, 2026 — 4,740 RSUs vested/settled into 4,740 common shares (reported as exercise/conversion of a derivative at $0.00) and those 4,740 shares were transferred to The Ian G.H. Ashken Living Trust (disposition in the filing).
  • Price: $0.00 per share (RSU settlement / conversion — no cash paid by insider).
  • Shares owned after transaction: filing discloses holdings through related entities/trusts; the filer may be deemed to have a pecuniary interest in 15,552 common shares and 1,152,000 Series A preferred shares held by Mariposa Acquisition IV, LLC, plus other shares held directly by Ashken-related trusts (see footnotes).
  • Notable footnotes:
    • Each RSU equals one share (F7). The 4,740 RSUs vested on May 16, 2026 (F9) and were settled into shares (F1).
    • The 4,740 shares were transferred to the Ian G.H. Ashken Living Trust in an exempt Rule 16a-13 transaction (F2); Mr. Ashken disclaims beneficial ownership beyond his pecuniary interest (F3–F5).
  • Filing timeliness: Reported period of report is May 15, 2026; Form 4 was filed May 19, 2026 — appears to have been filed after the typical 2-business-day window (i.e., late).

Context

  • These transactions are award vesting and an internal transfer to a trust — not open-market buying or selling. Vesting/settlement of RSUs at $0 is standard (no cash outlay) and transferring to a trust is often for estate or planning purposes and does not necessarily signal a change in market sentiment.
  • For derivatives like RSUs: vesting means the contingent right converted into actual shares; here those shares were promptly moved into a trust rather than sold on the market.

Insider Transaction Report

Form 4
Period: 2026-05-15
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2][F3]
    2026-05-16+4,74058,470 total(indirect: By Trust)
  • Award

    Restricted Stock Units

    [F7][F8]
    2026-05-15+4,0474,047 total
    Common Stock (4,047 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7][F9]
    2026-05-164,7400 total
    Common Stock (4,740 underlying)
Holdings
  • Common Stock

    [F4]
    (indirect: By LLC)
    15,552
  • Common Stock

    [F5]
    (indirect: By Trust)
    9,477,284
  • Common Stock

    [F6]
    (indirect: See footnote)
    300,000
  • Series A Preferred Stock

    [F10][F4]
    (indirect: By LLC)
    Common Stock (1,152,000 underlying)
    1,152,000
Footnotes (10)
  • [F1]On May 16, 2026, 4,740 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock.
  • [F10]The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock on 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).
  • [F2]Following the vesting of the Reporting Person's restricted stock units, the Reporting Person transferred 4,740 shares of the Issuer's Common Stock to The Ian G.H. Ashken Living Trust, of which Mr. Ashken is the trustee and beneficiary, in an exempt transaction pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended.
  • [F3]The 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.
  • [F4]The shares of Common Stock and Series A Preferred Stock are held directly by Mariposa Acquisition IV, LLC. The Nancy and Ian Ashken Investment Trust LLLP (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, 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.
  • [F5]The shares of Common Stock reported herein are held directly by 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. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
  • [F6]Held jointly in an account by the Ashken Trust and the Nancy K. Ashken Living Trust.
  • [F7]Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
  • [F8]These 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.
  • [F9]These restricted stock units vest on May 16, 2026, 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.
Signature
/s/ Louis B. Lambert, Attorney-in-Fact|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779233058.xmlPrimary

    FORM 4