OTHER INFORMATION
−Removed: During the three months ended June 30, 2024, Louis Lambert, an officer of the Company, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:
−Removed: On May 6, 2024 , Mr.
−Removed: Lambert adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
−Removed: Lambert’s Rule 10b5-1 Trading Plan provides for the sale of up to 17,513 shares of our common stock pursuant to one or more limit orders until December 31, 2024 , or earlier if all transactions under the trading arrangement are completed.
−Removed: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the quarter ended June 30, 2024.
+Added: Rule 10b5-1 trading arrangement
+Added: During the three months ended September 30, 2024, Ian Ashken and Jim Lillie, directors of the Company, each adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:
+Added: On August 7, 2024 , Mr.
+Added: Ashken adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
+Added: Ashken’s Rule 10b5-1 Trading Plan provides for the sale of up to 550,000 shares of our common stock pursuant to one or more limit orders until June 13, 2025 , or earlier if all transactions under the trading arrangement are completed.
+Added: On August 8, 2024 , Mr.
+Added: Lillie adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c).
+Added: Lillie’s Rule 10b5-1 Trading Plan provides for the sale of up to 750,000 shares of our common stock pursuant to one or more limit orders until June 13, 2025 , or earlier if all transactions under the trading arrangement are completed.
+Added: No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the quarter ended September 30, 2024.
+Added: Exchange Act Section 13(r) Disclosure
+Added: During the third fiscal quarter of 2024, Chubb Fire & Security Limited, a United Kingdom subsidiary of the Company (“Chubb U.K.”), engaged in activities that we are required to disclose under Section 13(r) of the Securities Exchange Act of 1934, as amended, as part of the Iran Threat Reduction and Syria Human Rights Act (“ITRA”).
+Added: installs security systems and fire detection equipment and offers inspection services.
+Added: An internal review has identified that Chubb U.K.
+Added: provided services at a U.K.
+Added: office of Bimeh Iran Insurance Co (U.K.) Ltd.
+Added: (“Bimeh”), a United Kingdom subsidiary of the Iran Insurance Company, which is owned by the Government of Iran.
+Added: We expect gross revenue and net profit associated with this transaction to be nominal, if any.
+Added: We do not plan to provide any future equipment or services to Bimeh.
Description of Exhibits
−Removed: 10.25 Amendment No.
−Removed: 6 to Credit Agreement, dated as of May 10, 2024, among APi DE, Inc., as borrower, APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A.
−Removed: as administrative agent and collateral agent.
−Removed: (Incorporated herein by reference to Exhibit 1.1 to the Reg istran t’s Current Report on Form 8-K filed May 13, 2024)
31.1* Certification by Russell A.
20 unchanged sentences
APi GROUP CORPORATION
−Removed: August 1, 2024 /s/ Russell A.
+Added: October 31, 2024 /s/ Russell A.
Chief Executive Officer
(Duly Authorized Officer)
−Removed: August 1, 2024 /s/ Kevin S.
+Added: October 31, 2024 /s/ Kevin S.
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.