apg-20251231
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
12/31/2025
Date of Report (date of earliest event reported)
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APi Group Corporation
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-39275 (Commission File Number) | 98-1510303 (I.R.S. Employer Identification Number) | |||||||||
1100 Old Highway 8 NW New Brighton, MN 55112 | |||||||||||
(Address of principal executive offices and zip code) | |||||||||||
(651) 636-4320 | |||||||||||
(Registrant's telephone number, including area code) | |||||||||||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.0001 per share | APG | The New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 31, 2025, the Board of Directors of APi Group Corporation (the "Company") approved a stock dividend of 15,212,810 shares of the Company's common stock (the "Common Stock") with respect to the Company's 4,000,000 shares of Series A preferred stock currently outstanding (the "Series A Preferred Stock"). As previously disclosed, pursuant to the terms of the Series A Preferred Stock, the holder of the Series A Preferred Stock was entitled to receive the "annual dividend amount" thereon because the volume weighted average share price over the last ten trading days of 2025 of $38.8096 was greater than the highest price previously used in calculating the annual dividend price of $24.8713 for 2024 (after giving effect to the Company's three-for-two stock split effected by issuing a stock dividend in June 2025). Consistent with the Company’s previously disclosed intention, the Board of Directors elected to settle the 2025 annual dividend amount in shares of Common Stock which were issued on January 2, 2026. After giving effect to such issuance, the Company has approximately 431,128,083 shares of Common Stock outstanding.
SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
| APi Group Corporation | ||||||||
| Date: January 2, 2026 | By: | /s/ Louis B. Lambert | ||||||
Name: | Louis B. Lambert | |||||||
Title: | Senior Vice President, General Counsel and Secretary | |||||||