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APi Group Corp

For the period ended May 15, 2026. Filed Apr 3, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2026 · Filed Apr 3, 2026

APG$40.87+1.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the RegistrantxFiled by a party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 240.14a-12

APi Group Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of2026 Annual Meetingof Shareholders

It is my pleasure to invite you to attend APi Group Corporation’s ("APi" or the "Company") 2026 Annual

Meeting of Shareholders (“2026 Annual Meeting”). The 2026 Annual Meeting will be held on May 15, 2026,

at 8:30 a.m. (Central Time) in virtual-only format conducted via live webcast at

www.virtualshareholdermeeting.com/APG2026. You will be able to participate, submit questions and vote

your shares electronically. The information for how to attend virtually and vote at the 2026 Annual Meeting

is described below. At the 2026 Annual Meeting, you will be asked to:

  1. Elect nine directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders;

  2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the

fiscal year ending December 31, 2026;

  1. Approve, on an advisory basis, the compensation of our named executive officers;

  2. Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation

of our NEOs; and

  1. Transact such other business as may properly come before the 2026 Annual Meeting and any

adjournment or postponement of the 2026 Annual Meeting.

Only shareholders of record as of the close of business on March 20, 2026, may vote at the 2026 Annual

Meeting.

It is important that your shares be represented at the 2026 Annual Meeting, regardless of the number of

shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or

by mail, in each case by following the instructions in our proxy statement. This will not prevent you from

voting your shares in person if you are present virtually at the 2026 Annual Meeting.

Louis B. Lambert

Senior Vice President, General Counsel and Secretary

April 3, 2026

We have elected to use the “Notice and Access” method of providing our proxy materials over the

Internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our proxy statement and annual report on or about April 3, 2026.

Our proxy statement and annual report are available online at

http://materials.proxyvote.com/00187Y.

APi Group Corporation, 1100 Old Highway 8 NW, New Brighton, MN 55112

Proxy Summary1
Annual Meeting1
Voting Matters and Board Recommendations1
How to Vote1
Board of Directors1
Who We Are2
Financial Highlights3
Corporate Governance4
Overview4
Board Composition4
Board Leadership Structure5
Director Independence5
Board Role in Risk Oversight5
Shareholder Engagement6
Code of Business Conduct and Ethics6
Board and Committee Meetings6
Board Committees6
Audit Committee7
Compensation Committee7
Nominating and Corporate Governance Committee9
Insider Trading Policy10
Anti-Hedging Policy10
Communications with the Board10
Certain Relationships and Related Party Transactions10
Director Compensation11
Proposal 1—Election of Directors13
Compensation Discussion & Analysis18
Compensation Strategy18
Pay for Performance18
Financial Highlights19
Compensation Governance Practices19
Executive Compensation Setting Process20
Components of the Executive Compensation Program22
2025 Compensation Decisions22
Other Compensation-Related Practices and Policies25
Executive Compensation27
Summary Compensation Table27
Grants of Plan-Based Awards During 202528
Outstanding Equity Awards at 2025 Year End29
Stock Vested During 202530
Potential Payments Upon Termination or Change in Control30
CEO Pay Ratio31
Pay Versus Performance31
Compensation Committee Report35
Security Ownership36
Proposal 2—Ratification of Independent Registered Public Accountants for 2026 Fiscal Year38
Fees Billed to the Company by its Independent Registered Public Accounting Firms38
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services38
Audit Committee Report38
Proposal 3—Advisory Vote on Executive Compensation40
Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation41
Other Matters42
Delinquent Section 16(a) Reports42
Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders42
List of Shareholders Entitled to Vote at the 2026 Annual Meeting43
Expenses Relating to this Proxy Solicitation43
Communication with Our Board of Directors43
Householding43
Available Information43
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters44
Appendix A - Reconciliations of GAAP to Non-GAAP Financial MeasuresA-1

1

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.