APi Group Corp·4

Jun 12, 4:08 PM ET

FRANKLIN MARTIN E 4

4 · APi Group Corp · Filed Jun 12, 2026

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APi Group (APG) 10% Owner Martin E. Franklin Sells 2M Shares

What Happened
Martin E. Franklin, reported as a 10% owner of APi Group (APG), disposed of 2,000,000 shares of APG common stock in a block sale on June 11, 2026. The shares were sold at $42.08 per share for aggregate proceeds of $84,160,000. The sale was effected by MEF Holdings, LLLP pursuant to Rule 144 of the Securities Act.

Key Details

  • Transaction date and price: June 11, 2026 — 2,000,000 shares at $42.08 each.
  • Total proceeds: $84,160,000.
  • Shares owned after transaction: Not specified in this Form 4 filing.
  • Filing timeliness: Reported on June 12, 2026 (filed the day after the transaction).
  • Notable footnotes:
    • F1: Sale executed by MEF Holdings, LLLP as a Rule 144 block trade.
    • F2–F4: Shares are held through entities (MEF Holdings, Mariposa Acquisition IV, Brimstone Investments) tied to trusts/LLCs where Mr. Franklin is settlor, trustee, manager or beneficiary; he disclaims beneficial ownership except to the extent of pecuniary interest.
    • F5: Series A Preferred Stock held by related entities converts into common stock at 1.5:1 and will automatically convert on Dec 31, 2026.

Context
This was a sale by a reported 10% owner via affiliated entities (institutional/ownership structure), not an exercise of options or an employee grant. The trade was carried out under Rule 144, indicating a structured resale of restricted or control securities. As with most insider sales, this is factual disclosure of a disposition; it does not by itself indicate the insider's view of the company's prospects.

Insider Transaction Report

Form 4
Period: 2026-06-11
FRANKLIN MARTIN E
Director10% Owner
Transactions
  • Sale

    Common Stock

    [F1][F2]
    2026-06-11$42.08/sh2,000,000$84,160,00019,240,426 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 June 11, 2026, MEF Holdings, LLLP sold 2,000,000 shares of Common Stock in a block trade at a price of $42.08 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, trustee and beneficiary, 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. Brimstone Investments LLC is wholly-owned by a trust of which Mr. Franklin is a beneficiary and holds a limited liability company interest in Mariposa Acquisition IV, LLC.
  • [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|2026-06-12

Documents

1 file
  • 4
    wk-form4_1781294924.xmlPrimary

    FORM 4