Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, pro cessed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchan ge Act) as of the end of the period covered by this annual report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2025 .
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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.
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.
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.
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.
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information on executive officers required by this item is incorporated by reference from "Executive Officers" in Part I of this Annual Report on Form 10-K. Information required by this Item is incorporated by reference from the Company's definitive proxy statement to be filed no later than 120 days after December 31, 2025 (the "Definitive Proxy Statement").
The Company's Board of Directors has adopted an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
ITEM 11. EXECUTIVE COMPENSATION
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."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item, other than the information regarding our equity plans set forth below required by Item 201(d) of Regulation S-K, will be contained in the Definitive Proxy Statement and is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information about the Company's equity compensation plans under which the Company's equity securities are authorized for issuance as of December 31, 2025.
As of December 31, 2025
Plan Category Number of Securities to be Issued Upon Exercise of
Outstanding Options, Warrants and Rights
(a) Number of Securities Remaining Available for Future Issuance
Under Equity Compensation Plans (Excluding Securities
Reflected in Column (a))
(b)
Equity compensation plans approved by security holders
2019 Plan (1)
3,419,459 15,787,149
Total 3,419,459 15,787,149
(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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item will be contained in the Definitive Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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 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.
(a)(3) Exhibits including those incorporated by reference – The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-K.
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Exhibit Index
Incorporated by Reference
(File No. 001-39275)
Exhibit
Number Description
Form
Exhibit Number
Period Covered or Date of Filing
Organizational Documents
3.1
Certificate of Incorporation of APi Group Corporation
Form S-4
(File No. 333-237553)
3.1
May 1, 2020
3.2 Certificate of Amendment of Certificate of Incorporation of APi Group Corporation
Form 8-K
3.1
May 19, 2025
3.3 Certificate of Designation of 5.5% Series B Perpetual Convertible Preferred Stock, effective as of January 3, 2021
Form 8-K
3.1
January 3, 2022
3.4 Certificate of Elimination of 5.5% Series B Perpetual Convertible Preferred Stock
Form 8-K
3.1 March 5, 2024
3.5 Bylaws of APi Group Corporation Certificate of Incorporation of APi Group Corporation
Form S-4
(File No. 333-237553)
3.2
May 1, 2020
Description of Securities and Indentures
4.1*
Description of Capital Stock.
4.2 Indenture, dated as of June 22, 2021, by and among APi Group Corporation, the guarantors party thereto and Computershare Trust Company, N.A.
Form 8-K
4.1
June 22, 2021
4.3 Supplemental Indenture, dated as of April 1, 2022, among APi Group DE, Inc., APi Group Corporation, the guarantors party thereto and Computershare Trust Company, N.A.
Form 8-K
4.2
April 1, 2022
4.4 Form of 4.125% Senior Note due 2029
Form 8-K
4.1 June 22, 2021
4.5 Indenture, dated as of October 21, 2021, between APi Escrow Corp. and Computershare Trust Company, N.A.
Form 8-K
4.1
October 21, 2021
4.6 Supplemental Indenture, dated as of January 3, 2022, among APi DE, the Company, the guaranteeing subsidiaries and Computershare Trust Company, N.A.
Form 8-K
4.2
January 3, 2022
4.7 Form of 4.750% Senior Note due 2029
Form 8-K
4.1 October 21, 2021
Management Contract or Compensatory Plan or Arrangement
10.1(a)†
APi Group Corporation 2019 Equity Incentive Plan
Form S-8
(File No. 333-238891)
10.1
June 3, 2020
10.1(b)†*
Form of Restricted Stock Unit Agreement (Management – Time-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan.
10.1(c)†*
Form of Restricted Stock Unit Agreement (Management – Performance-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan
10.2†
APi Group Corporation 2020 Employee Stock Purchase Plan
Form S-8
(File No. 333-238890)
10.1
June 3, 2020
10.3†
APi Group, Inc. Profit Sharing & 401(k) Plan, as amended
Form S-8
(File No. 333-254675)
10.1
March 25, 2021
10.4(a)†
Executive Employment Agreement, dated as of September 2, 2019, by and among APi Group, Inc., J2 Acquisition Limited and Russell Becker
Form S-4
(File No. 333-237553)
10.1
May 1, 2020
10.4(b)†
Offer Letter, dated January 13, 2022, between APi Group Corporation and Kristina Morton
Form 10-K
10.30
Year ended December 31, 2022
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10.4(c)†
Offer Letter, dated June 23, 2022, between APi Group Corporation and Louis Lambert
Form 10-K
10.31
Year ended December 31, 2022
10.4(d)†
Offer Letter, dated March 28, 2025, between APi Group Corporation and G. David Jackola
Form 8-K
10.1
March 31, 2025
10.5†
Form of Amended and Restated Director and Officer Indemnification Agreement
Form S-4
(File No. 333-237553)
10.7
May 1, 2020
10.6†
Executive Officer Severance Policy
Form 10-K
10.29
Year ended December 31, 2022
Financing and Credit Related Arrangements
10.7(a)
Credit Agreement, dated as of October 1, 2019, by and among APi Group DE, Inc., as borrower, J2 Acquisition Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent
Form S-4
(File No. 333-237553)
10.8
May 1, 2020
10.7(b)
Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, by and among APi Group DE, Inc., as borrower, APi Group Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent
Form 10-Q
10.14
Quarter ended September 30, 2020
10.7(c)
Amendment No. 2 to Credit Agreement, dated December 16, 2021, among APi Group DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and Citibank, N.A. as administrative agent and collateral agent
Form 8-K
10.1
December 20, 2021
10.7(d)
Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, by and among APi Group DE, Inc., as borrower, APi Group Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent
Form 10-Q
10.24
Quarter ended June 30, 2023
10.7(e)
Amendment No. 4 to Credit Agreement, dated as of October 11, 2023, 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
Form 8-K
10.1
October 13, 2023
10.7(f)
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
Form 8-K 10.2 February 28, 2024
10.7(g)
Amendment No. 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
Form 8-K
10.1 May 13, 2024
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10.7(h)
Amendment No. 7 to Credit Agreement, dated February 14, 2025, 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
Form 8-K
10.1 February 19, 2025
10.7(i)
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.
Form 8-K
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
Form S-4
(File No. 333-237553)
10.9
May 1, 2020
10.9
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. and Viking Global Equities II LP.
Form 8-K 10.1 February 28, 2024
Other Agreement
10.10
Registration Rights Agreement, dated March 24, 2020, by and between APi Group Corporation and Viking Global Opportunities Liquid Portfolio Sub-Master LP
Form S-4
(File No. 333-237553)
10.13
May 1, 2020
10.11 Advisory Services Agreement, dated October 1, 2019, by and between APi Group Corporation and Mariposa Capital, LLC
Form S-4
(File No. 333-237553)
10.10
May 1, 2020
Other Exhibits
19.1 Insider Trading Policy, adopted and approved as of December 11, 2024
Form 10-K
19.1 February 26, 2025
21.1* List of subsidiaries of the registrant.
23.1* Consent of KPMG LLP.
31.1*
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.
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 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.
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
97.1 APi Group Corporation Executive Officer Clawback Policy
Form 10-K
97.1 Year ended December 31, 2023
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition 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 (embedded within the Inline XBRL document)
_____________________________________
* Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
# The schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a copy of any schedule omitted from the agreements to the SEC upon request.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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APi Group Corporation
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Balance at beginning of period Credit loss expense Write-offs Balance at end of period
Allowance for doubtful accounts:
Year ended December 31, 2025 $ 9 $ 8 $ ( 3 ) $ 14
Year ended December 31, 2024 5 4 — 9
Year ended December 31, 2023 3 3 ( 1 ) 5
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SIGNATURES
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 .
APi Group Corporation
Date: February 25, 2026
By: /s/ Russell A. Becker
Russell A. Becker
President and Chief 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.
Signature Title Date
/s/ Russell A. Becker President and Chief Executive Officer and Director
February 25, 2026
Russell A. Becker (principal executive officer)
/s/ Glenn David Jackola Executive Vice President and Chief Financial Officer
February 25, 2026
Glenn David Jackola (principal financial officer)
/s/ James T. Arseniadis
Vice President, Corporate Controller and Chief Accounting Officer
February 25, 2026
James T. Arseniadis
(principal accounting officer)
/s/ Sir Martin E. Franklin Co-Chairman of the Board February 25, 2026
Sir Martin E. Franklin
/s/ James E. Lillie Co-Chairman of the Board February 25, 2026
James E. Lillie
/s/ Ian G. H. Ashken Director February 25, 2026
Ian G. H. Ashken
/s/ Paula D. Loop Director February 25, 2026
Paula D. Loop
/s/ Anthony E. Malkin Director February 25, 2026
Anthony E. Malkin
/s/ Thomas V. Milroy Director February 25, 2026
Thomas V. Milroy
/s/ Cyrus D. Walker Director February 25, 2026
Cyrus D. Walker
/s/ Carrie A. Wheeler Director February 25, 2026
Carrie A. Wheeler
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