Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 trading arrangement
During the three months ended June 30, 2025, Ian Ashken, Sir Martin Franklin, 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:
On May 7, 2025 , Mr. 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). Mr. Ashken’s Rule 10b5-1 Trading Plan provides for the sale of up to 759,000 shares of our common stock pursuant to one or more limit orders until June 12, 2026 , or earlier if all transactions under the trading arrangement are completed.
On May 8, 2025 , Sir Martin Franklin adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Sir Franklin's Rule 10b5-1 Trading Plan provides for the sale of up to 2,700,000 shares of our common stock pursuant to one or more limit orders until March 13, 2026 , or earlier if all transactions under the trading arrangement are completed.
On May 9, 2025 , Mr. Lillie adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Lillie’s Rule 10b5-1 Trading Plan provides for the sale of up to 1,500,000 shares of our common stock pursuant to one or more limit orders until September 11, 2026 , or earlier if all transactions under the trading arrangement are completed.
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 three months ended June 30, 2025.
56
Table of Contents
ITEM 6. EXHIBITS
Exhibit No. Description of Exhibits
3.1 Certificate of Amendment to the Certificate of Incorporation of APi Group Corporation effective May 16, 2025 (incorporated herein by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on May 19, 2025.
3.2*
Certificate of Incorporation of the APi Group Corporation, conformed version that incorporates all amendments through May 16, 2025.
10.1 Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, 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. as administrative agent and collateral agent. (Incorporated herein by reference to Exhibit 1 0 .1 to the Registrant’s Current Report on Form 8-K filed May 22 , 202 5 ) .
31.1* Certification by Russell A. Becker, Pr esident and Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification by Glenn David Jackola, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification by Russell A. Becker, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification by Glenn David Jackola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1* Mine Safety Disclosures.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
** Furnished herewith
57
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
APi GROUP CORPORATION
July 31, 2025 /s/ Russell A. Becker
Russell A. Becker
President and Chief Executive Officer
(Duly Authorized Officer)
July 31, 2025 /s/ Glenn David Jackola
Glenn David Jackola
Chief Financial Officer
(Principal Financial Officer)
58
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.