What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 29 added, 58 removed, 180 unchanged (33% of the section changed)

14 unchanged sentences

Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the guidelines established in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

On June 3, 2024, we completed our acquisition of Elevated Facility Services Group (Elevated);

see Note 4 to the Consolidated Financial Statements for more information.

We are currently integrating Elevated into our internal control framework and processes and, pursuant to the SEC's guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 does not include Elevated.

The operations of Elevated are 7.5% of our consolidated assets and 1.7% of our consolidated revenue as of and for the year ended December 31, 2024, respectively.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

KPMG LLP, our independent registered public accounting firm, has issued its report on the effectiveness of our internal control over financial reporting, which is included in Part II, Item 8 of this annual report on Form 10-K.

2024 Remediation Activities

In its 2023 Item 9A filed on Form 10-K, management identified material weaknesses over user access controls related to an information technology system resulting from insufficient risk assessment and the identification and risk assessment of processes and internal controls in place at certain third-party service organizations.

Management, through the below remediation activities, were able to successfully remediate the previously communicated material weaknesses in existence as of December 31, 2023.

The Company performed the following remediation activities in 2024:

• We implemented third-party software designed to identify segregation of duties conflicts based on established roles and responsibilities;

• We conducted an analysis of conflict reports derived by the third-party software and documented mitigation where established controls exist and operate effectively and designed and implemented new controls to mitigate those conflicts where such controls did not previously exist.

• The Company implemented a process to assess and monitor the population of third-party service organizations, and the related attestation reports related to internal controls at those service organizations, that are important to the Company’s internal control over financial reporting.

As a result of the remediation activities completed during 2024, we remediated the prior year material weaknesses.

Changes in Internal Control over Financial Reporting

Management, together with our CEO and CFO, evaluated the changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025.

Other than changes described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

1 unchanged sentence

No 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 December 31, 2025.

Exchange Act Section 13(r) Disclosure

During the year ended December 31, 2024, specifically, during the third fiscal quarter of 2024, as previously reported on our Form 10-Q filed with the Securities and Exchange Commission on October 31, 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”).

installs security systems and fire detection equipment and offers inspection services.

An internal review has identified that Chubb U.K.

provided services at a U.K.

office of Bimeh Iran Insurance Co (U.K.) Ltd.

(“Bimeh”), a United Kingdom subsidiary of the Iran Insurance Company, which is owned by the Government of Iran.

We expect gross revenue and net profit associated with this transaction to be nominal, if any.

We do not plan to provide any future equipment or services to Bimeh.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

EXECUTIVE COMPENSATION

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference.

Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference, excluding the information under the heading "Pay Versus Performance."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

12 unchanged sentences

Total 3,419,459 15,787,149

(1) Included in the total number of securities in column (a) is 2,421,212 time-based restricted stock units, EBITDA performance-based restricted stock units, and market-based performance restricted stock units, which have no exercise price.

(1) Included in the total number of securities in column (a) is 3,419,459 time-based restricted stock units and EBITDA performance-based restricted stock units, which have no exercise price.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

4 unchanged sentences

The following financial statements, schedules and exhibits are filed as part of this Form 10-K:

(a)(1) Financial Statements – the consolidated financial statements and the reports of the Independent Registered Public Accounting firms are listed on pages 55 through 112.

(a)(1) Financial Statements – the consolidated financial statements and the report of the Independent Registered Public Accounting firms are listed on pages 52 through 106.

(a)(2) Financial Statement Schedules – Schedule II – Valuation and Qualifying Accounts.

5 unchanged sentences

Period Covered or Date of Filing

Plans of Acquisition

Amendment to Stock Purchase Agreement by and between Carrier Global Corporation, Carrier Investments UK Limited, Chubb Limited and APi Group Corporation dated as of January 3, 2022

Year ended December 31, 2021

Organizational Documents

Certificate of Incorporation of APi Group Corporation

3.2 Certificate of Amendment of Certificate of Incorporation of APi Group Corporation

3.3 Certificate of Designation of 5.5% Series B Perpetual Convertible Preferred Stock, effective as of January 3, 2021

January 3, 2022

3.3 Ce rtificate of El imination of 5.5% S eries B Perpetual Converti ble Preferred Stock

3.4 Certificate of Elimination of 5.5% Series B Perpetual Convertible Preferred Stock

3.1 March 5, 2024

17 unchanged sentences

APi Group Corporation 2019 Equity Incentive Plan

Form of Restricted Stock Unit Agreement (Non-Employee Directors) – APi Group Corporation 2019 Equity Incentive Plan

Form of Restricted Stock Unit Agreement (Employees) – APi Group Corporation 2019 Equity Incentive Plan

Form of Restricted Stock Unit Agreement (Management – Time-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan.

Quarter ended March 31, 2021

Form of Restricted Stock Unit Agreement (Management – Performance-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan

Quarter ended March 31, 2021

APi Group Corporation 2020 Employee Stock Purchase Plan

3 unchanged sentences

Executive Employment Agreement, dated as of September 2, 2019, by and among APi Group, Inc., J2 Acquisition Limited and Russell Becker

Employment Agreement, dated September 1, 2021, by and between APi Group Corporation and Kevin Krumm

September 8, 2021

Offer Letter, dated January 13, 2022, between APi Group Corporation and Kristina Morton

2 unchanged sentences

Year ended December 31, 2022

Offer Letter, dated March 28, 2025, between APi Group Corporation and G.

David Jackola

March 31, 2025

Form of Amended and Restated Director and Officer Indemnification Agreement

1 unchanged sentence

Year ended December 31, 2022

Form of Option Deeds

Financing and Credit Related Arrangements

14 unchanged sentences

October 13, 2023

10.8(f) Amendment No.

5 to Credit Agreement , dated as of February 28, 2024, by and amo ng APi Group DE, Inc., as borrow er, APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A.

Amendment No.

5 to Credit Agreement, dated as of February 28, 2024, by and among APi Group 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

1 unchanged sentence

Amendment No.

6 to C redi t Agree ment , dated as of May 10, 2024 , by and among APi Group 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.

6 to Credit Agreement, dated as of May 10, 2024, by and among APi Group 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

4 unchanged sentences

10.1 February 19, 2025

Amendment No.

8 to Credit Agreement, dated as of May 20, 2025, among APi Group 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.

10.1 May 22, 2025

10.8 Pledge and Security Agreement, dated as of October 1, 2019, by and among APi Group DE, Inc., as borrower, J2 Acquisition Limited, the grantors from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent

10.10 Securities Purchase Agreement by and among APi Group Corporation, BTO Juno Holdings L.P.

and Blackstone Tactical Opportunities Fund – FD L.P.

dated as of July 26, 2021

July 30, 2021

10.11 Securities Purchase Agreement by and among APi Group Corporation, Viking Global Equities Master Ltd.

and Viking Global Equities II LP dated as of July 26, 2021

July 30, 2021

Conversion and Repurchase Agreement, dated February 28, 2024, by and among APi Group Corporation, Juno Lower Holdings L.P., FD Juno Holdings L.P., Viking Global Equities Master Ltd.

3 unchanged sentences

Registration Rights Agreement, dated March 24, 2020, by and between APi Group Corporation and Viking Global Opportunities Liquid Portfolio Sub-Master LP

10.14 Registration Rights Agreement, dated January 3, 2022, by and among APi Group Corporation, Juno Lower Holdings L.P.

and FD Juno Holdings L.P.

January 3, 2022

10.15 Registration Rights Agreement, dated January 3, 2022, by and among APi Group Corporation, Viking Global Equities Master Ltd.

and Viking Global Equities II LP

January 3, 2022

10.11 Advisory Services Agreement, dated October 1, 2019, by and between APi Group Corporation and Mariposa Capital, LLC

1 unchanged sentence

19.1 Insider Trading Policy, adopted and approved as of December 11, 2024

19.1 February 26, 2025

21.1* List of subsidiaries of the registrant.

1 unchanged sentence

Certification by Russell Becker, 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.

Certification by G lenn David Jackola , I nterim 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.

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.

Certification by Russell Becker, Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by Glenn David Jackola , Interim Chief Financial Officer, pursuant to 18 U.S.C.

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.

24 unchanged sentences

Year ended December 31, 2024 5 4 — 9

Year ended December 31, 2023 3 3 ( 1 ) 5

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .

3 unchanged sentences

President and Chief Executive Officer

(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Russell A.

Becker President and Chief Executive Officer (principal executive officer) February 26, 2025

/s/ Glenn David Jackola Interim Chief Financial Officer (principal financial officer) February 26, 2025

Glenn David Jackola

Becker President and Chief Executive Officer and Director

February 25, 2026

Becker (principal executive officer)

/s/ Glenn David Jackola Executive Vice President and Chief Financial Officer

February 25, 2026

Glenn David Jackola (principal financial officer)

Vice President, Corporate Controller and Chief Accounting Officer

February 25, 2026

(principal accounting officer)

/s/ Sir Martin E.

12 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures