Sec Form 4 Filing - Becker Russell A. @ APi Group Corp - 2024-03-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Becker Russell A. 2. Issuer Name and Ticker or Trading Symbol APi Group Corp [ APG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O API GROUP CORPORATION, 1100 OLD HIGHWAY 8 NW 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2024 (Street) NEW BRIGHTON, MN55112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/09/2024 M 17,333 A $ 0 ( 1 ) 1,272,514 D Common Stock 03/09/2024 F 8,528 ( 2 ) D $ 38.93 1,263,986 D Common Stock 130,950 I By Spouse Common Stock 812 I By Son Common Stock 700 I By Son Common Stock 700 I By Son Common Stock 531,680 I By Trust ( 3 ) Common Stock 644,050 I By Trust ( 4 ) Common Stock 572,993 I By Trust ( 5 ) Common Stock 1,513 I By 401(k) Plan ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 7 ) 03/09/2024 M 17,333 ( 8 ) ( 8 ) Common Stock 17,333 $ 0 17,333 D Performance Stock Units ( 9 ) ( 9 ) ( 9 ) Common Stock 103,997 103,997 D Performance Stock Units ( 10 ) ( 10 ) ( 10 ) Common Stock 143,618 143,618 D Performance Stock Units ( 11 ) ( 11 ) ( 11 ) Common Stock 146,030 146,030 D Restricted Stock Units ( 7 ) ( 12 ) ( 12 ) Common Stock 64,902 64,902 D Performance Stock Units ( 13 ) ( 13 ) ( 13 ) Common Stock 100,336 100,336 D Restricted Stock Units ( 7 ) ( 14 ) ( 14 ) Common Stock 66,891 66,891 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Becker Russell A. C/O API GROUP CORPORATION 1100 OLD HIGHWAY 8 NW NEW BRIGHTON, MN55112 X President and CEO Signatures /s/ Louis B. Lambert, Attorney-in-Fact 03/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 9, 2024, 17,333 of the Reporting Person's restricted stock units were settled for an equal number of shares of the Issuer's Common Stock. ( 2 )Shares withheld for tax liability. ( 3 )The securities are held by the Russell A. Becker GST Trust dated November 30, 2020 (the "GST Trust"). Mr. Becker's spouse is the trustee of the GST Trust and Mr. Becker may be considered to have beneficial ownership of the GST Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. ( 4 )The securities are held by the Patricia L. Becker Legacy Trust dated December 21, 2020 (the "Legacy Trust"). Mr. Becker is the trustee of the Legacy Trust and Mr. Becker may be considered to have beneficial ownership of the Legacy Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. ( 5 )The securities are held by the Russell A. Becker 2016 Family Trust (the "Family Trust"). Mr. Becker's spouse is the trustee of the Family Trust and Mr. Becker may be considered to have beneficial ownership of the Family Trust's interests in the Issuer. Mr. Becker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. ( 6 )These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan. ( 7 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. ( 8 )These restricted stock units vest in equal installments on March 9, 2023, March 9, 2024 and March 9, 2025. ( 9 )Represents an award of performance stock units (the "2022-1 PSUs"). The 2022-1 PSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest 100% on December 31, 2024. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2022-1 PSUs, which are not a derivative security. ( 10 )Represents an award of performance stock units (the "2022-2 PSUs"). The 2022-2 PSUs will vest upon the Issuer's Common Stock achieving a specified price per share over a specified period by March 9, 2027 and to the extent earned will vest 100% on the later of the date that such performance condition is satisfied and March 9, 2025, the third anniversary of the grant date. ( 11 )Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest 100% on December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security. ( 12 )These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026. ( 13 )Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026 and to the extent earned will vest 100% on December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2024 PSUs, which are not a derivative security. ( 14 )These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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