FRANKLIN MARTIN E 4

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.