APi Group Corp
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
APG$40.87+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001628280-26-051007
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001628280-26-068186
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 145 current paragraphs.
83 unchanged; 33 reworded; 28 added; 17 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Quantifying Factors Affecting our Results of Operations
Current report
Where reasonably available, we quantify the material factors contributing to fluctuations in our results of operations. We do not separately quantify certain individual factors within the "Results of Operations" section below as these factors are highly interrelated and cannot be quantified without unreasonable effort.
Current report
To drive execution of our strategies, we empower our business leaders to evaluate opportunities based on expected margin, execution risk, and resource fit, and to determine which work the businesses do or do not perform. As a result, the effect of disciplined project and customer selection cannot be isolated from the pricing and mix of the work performed without use of subjective assumptions and therefore does not readily translate into a precise financial impact that can be reliably measured and quantified. For the same reason, we cannot reliably separate growth between inspection, service, and monitoring revenues and project revenues. Instead, we have provided qualitative disclosures regarding these factors.
Current report
Gross profit
Current report
Net revenues for the three months ended September 30, 2026 were $2,554 million compared to $2,085 million for the same period in 2025, an increase of $469 million or 22.5%. Revenue from acquisitions completed in the last year contributed 6.9% to total net revenues growth, with the remaining 15.6% of growth primarily driven by growth in inspection, service, and monitoring revenues, growth in project revenues, and pricing improvements.
Current report
Gross profit margin
Current report
Gross profit for the three months ended September 30, 2026 was $770 million compared to $652 million for the same period in 2025, an increase of $118 million or 18.1%. Gross profit margin for the three months ended September 30, 2026 was 30.1%, a decrease of 120 basis points compared to the prior year period. Gross profit margin decreased due to project and business mix and rising material, fuel, and other expenses.
Current report
Interest expense, net was $45 million and $34 million for the three months ended September 30, 2026 and 2025, respectively. The increase in interest expense, net was primarily driven by $11 million in interest expense resulting from increased borrowings outstanding during the period.
Current report
The effective tax rate for the three months ended September 30, 2026 was 26.5% compared to 28.2% in the same period of 2025. Refer to Note 11 – “Income Taxes” to our condensed consolidated financial statements included herein.
Current report
Safety Services net revenues for the three months ended September 30, 2026 increased by $259 million or 18.5% compared to the same period in 2025. Revenue from acquisitions completed in the last year contributed 9.8% to total net revenues growth, with the remaining 8.7% of growth primarily driven by growth in both inspection, service, and monitoring revenues and project revenues and pricing improvements.
Current report
Safety Services segment earnings as a percentage of net revenues for the three months ended September 30, 2026 and 2025 was approximately 16.9% and 16.8%, respectively. The increase was driven by strong revenue growth and favorable SG&A leverage, partially offset by project and business mix and rising material, fuel, and other expenses.
Current report
Specialty Services net revenues for the three months ended September 30, 2026 increased by $210 million or 30.7% compared to the same period in 2025. The increase was driven by growth in both project and service revenues.
Current report
Specialty Services segment earnings as a percentage of net revenues for the three months ended September 30, 2026 and 2025 was approximately 12.5% and 11.9%, respectively. The increase was driven by disciplined customer and project selection and pricing improvements, as well as revenue growth and favorable SG&A leverage, partially offset by rising material, fuel, and other expenses.
Current report
Nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
Current report
Net revenues for the nine months ended September 30, 2026 were $6,790 million compared to $5,794 million for the same period in 2025, an increase of $996 million or 17.2%. Revenue from acquisitions completed in the last year contributed 3.7% to total net revenues growth, with the remaining 13.5% of growth primarily driven by growth in inspection, service, and monitoring revenues, growth in project revenues, and pricing improvements.
Current report
Gross profit margin
Current report
Gross profit for the nine months ended September 30, 2026 was $2,093 million compared to $1,809 million for the same period in 2025, an increase of $284 million or 15.7%. Gross profit margin for the nine months ended September 30, 2026 and 2025 was 30.8% and 31.2%, respectively. Gross profit margin decreased primarily due to project and business mix.
Current report
The effective tax rate for the nine months ended September 30, 2026 was 25.7% compared to 27.6% in the same period of 2025. Refer to Note 11 – “Income Taxes” to our condensed consolidated financial statements included herein.
Current report
Segment Results for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
Current report
Safety Services net revenues for the nine months ended September 30, 2026 increased by $527 million or 13.1% compared to the same period in 2025. Revenue from acquisitions completed in the last year contributed 4.8% to total net revenues growth, with the remaining 8.3% of growth primarily driven by growth in inspection, service, and monitoring revenues, growth in project revenues, and pricing improvements.
Current report
Specialty Services net revenues for the nine months ended September 30, 2026 increased by $470 million or 26.6% compared to the same period in 2025. The increase was driven by growth in both project and service revenues.
Current report
(a)Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of acquired businesses.
Current report
(b)Adjustment to reflect the elimination of non-service pension cost, which consists of interest cost, expected return on plan assets and amortization of actuarial gains/losses.
Current report
(c)Adjustment to reflect the elimination of non-recurring costs associated with an end-to-end business systems implementation and primarily consist of third-party consulting fees related to system design, deployment, integration, and change leadership across the organization.
Current report
(d)Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired businesses and non-operational costs related to technology and business enhancements, including systems and process development costs.
Current report
(e)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.
Current report
(f)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.
Current report
(g)Adjustment includes miscellaneous non-recurring items, such as costs associated with debt refinancing and other capital market activities, and net gains related to building sales and facility exits.
Removed paragraphs (17)
Previous report
Net revenues for the three months ended June 30, 2026 were $2,254 million compared to $1,990 million for the same period in 2025, an increase of $264 million or 13.3%. The increase in net revenues was driven by solid growth in inspection, service, and monitoring revenues, robust growth in project revenues, revenues from acquisitions completed in the prior 12 months, and pricing improvements.
Previous report
Gross profit for the three months ended June 30, 2026 was $703 million compared to $615 million for the same period in 2025, an increase of $88 million or 14.3%. Gross margin for the three months ended June 30, 2026 was 31.2%, an increase of 30 basis points compared to the prior year period. Margins increased in both project and service revenues, driven by disciplined customer and project selection and pricing improvements, offset by project and business mix.
Previous report
The effective tax rate for the three months ended June 30, 2026 was 28.0% compared to 28.7% in the same period of 2025. The decrease in the effective tax rate between the periods was primarily due to the increase in windfall tax benefit for vested shares in the current year. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended June 30, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.
Previous report
Safety Services net revenues for the three months ended June 30, 2026 increased by $120 million or 8.8% compared to the same period in 2025. The increase was driven by solid growth in inspection, service, and monitoring revenues, growth in project revenues, acquisitions, pricing improvements, and impacts of foreign exchange translation.
Previous report
Safety Services segment earnings as a percentage of net revenues for the three months ended June 30, 2026 was approximately 17.0%, unchanged compared to prior year, driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by mix and increased SG&A expenses.
Previous report
Specialty Services net revenues for the three months ended June 30, 2026 increased by $144 million or 22.9% compared to the same period in 2025. The increase was driven by robust growth in both project and service revenues.
Previous report
Specialty Services segment earnings as a percentage of net revenues for the three months ended June 30, 2026 and 2025 was approximately 11.9% and 11.3%, respectively. The increase was primarily driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in service and project revenues, partially offset by SG&A expenses, including variable compensation expense.
Previous report
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Previous report
Net revenues for the six months ended June 30, 2026 were $4,236 million compared to $3,709 million for the same period in 2025, an increase of $527 million or 14.2%. The increase in net revenues was driven by solid growth in inspection, service, and monitoring revenues, robust growth in project revenues, acquisitions, and pricing improvements.
Previous report
Gross profit for the six months ended June 30, 2026 was $1,323 million compared to $1,157 million for the same period in 2025, an increase of $166 million or 14.3%. Gross margin for the six months ended June 30, 2026 was 31.2%, unchanged compared to the prior year period. Margins increased in both project and service revenues, driven by disciplined customer and project selection and pricing improvements, offset by project and business mix.
Previous report
Interest expense, net was $66 million and $75 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest expense, net was primarily driven by a decrease in floating rates and benefits from certain derivative transactions, offset by an increased volume of outstanding debt.
Previous report
The effective tax rate for the six months ended June 30, 2026 was 25.2% compared to 27.1% in the same period of 2025. The difference in the effective tax rate was driven by discrete and nondeductible permanent items. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.
Previous report
Segment Results for the six months ended June 30, 2026 compared to the six months ended June 30, 2025
Previous report
Safety Services net revenues for the six months ended June 30, 2026 increased by $268 million or 10.2% compared to the same period in 2025. The increase was driven by solid growth in inspection, service, and monitoring revenues, growth in project revenues, acquisitions, pricing improvements, and impacts of foreign exchange translation.
Previous report
Specialty Services net revenues for the six months ended June 30, 2026 increased by $260 million or 24.0% compared to the same period in 2025. The increase was driven by robust growth in both project and service revenues.
Previous report
During 2024, we completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $550 million, lowering the interest margin by 50 basis points, and removing the CSA. We also completed our Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by an aggregate principal amount equal to $300 million.
Previous report
During 2024, we completed the Sixth Amendment to our credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $550 million, lowering the interest margin by 50 basis points, and removing the CSA. We also completed our Fifth Amendment to our credit agreement, upsizing our 2021 Term Loan by a principal amount equal to $300 million.
Reworded paragraphs (33)
Previous wording
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Current wording
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). To supplement our financial results presented in accordance with GAAP in this MD&A section, we present adjusted EBITDA, which is a non-GAAP financial measure, to assist readers in understanding our performance and provide an additional perspective on trends and underlying operating results on a period-to-period comparable basis. Non-GAAP financial measures either exclude or include amounts not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where a non-GAAP financial measure is used, we have provided the most directly comparable measure calculated and presented in accordance with GAAP, a reconciliation to the GAAP measure and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.
Previous wording
For information regarding our critical accounting estimates, see the “Critical Accounting Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting estimates during the six months ended June 30, 2026.
Current wording
For information regarding our critical accounting estimates, see the “Critical Accounting Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting estimates during the nine months ended September 30, 2026.
Previous wording
The following is a discussion of our financial condition and results of operations during the three and six months ended June 30, 2026 and 2025.
Current wording
The following is a discussion of our financial condition and results of operations during the three and nine months ended September 30, 2026 and 2025.
Previous wording
The following table presents gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents gross profit (net revenues less cost of revenues) and gross profit margin (gross profit as a percentage of net revenues) for the three months ended September 30, 2026 and 2025:
Previous wording
The following table presents operating expenses for the three months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents operating expenses for the three months ended September 30, 2026 and 2025:
Previous wording
SG&A expenses for the three months ended June 30, 2026 were $528 million compared to $472 million for the same period in 2025, an increase of $56 million. SG&A expenses as a percentage of net revenues was 23.4% during the three months ended June 30, 2026 compared to 23.7% for the same period in 2025. The increase in SG&A expenses was primarily driven by expenses from acquisitions completed during the prior 12 months, amortization of intangible assets, non-recurring systems and business enablement expenses, and investments to support growth. SG&A expenses excluding amortization for the three months ended June 30, 2026 were $461 million, or 20.5% of net revenues, compared to $417 million, or 21.0% of net revenues, for the same period of 2025. The decrease in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to revenue growth outpacing growth in expenses. See the discussion and reconciliation of our non-GAAP financial measures below.
Current wording
SG&A expenses for the three months ended September 30, 2026 were $568 million compared to $489 million for the same period in 2025, an increase of $79 million. SG&A expenses as a percentage of net revenues was 22.2% during the three months ended September 30, 2026 compared to 23.5% for the same period in 2025. Businesses that were acquired during the prior 12 months contributed $37 million to the increase in SG&A expenses. Amortization of intangible assets increased $22 million, with the remaining increase in SG&A expenses primarily caused by investments to support growth. SG&A expenses excluding amortization for the three months ended September 30, 2026 were $490 million, or 19.2% of net revenues, compared to $433 million, or 20.8% of net revenues, for the same period of 2025. The decrease in SG&A expenses excluding amortization as a percentage of net revenues was primarily due to revenue growth outpacing growth in expenses. See the discussion and reconciliation of our non-GAAP financial measures below.
Previous wording
Investment expense (income) and other, net was $1 million for the three months ended June 30, 2026 compared to $2 million of income for the same period of 2025. The change in investment expense (income) and other, net was primarily due to a loss on the extinguishment of debt in the current year with no similar activity in the prior year.
Current wording
Investment expense (income) and other, net was $2 million for the three months ended September 30, 2026 compared to $1 million of income for the same period of 2025. The change in investment expense (income) and other, net was primarily due to fluctuations in individually immaterial items, none of which were individually significant.
Previous wording
The following table presents net income and adjusted EBITDA for the three months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents net income and adjusted EBITDA for the three months ended September 30, 2026 and 2025:
Previous wording
Net income for the three months ended June 30, 2026 was $99 million compared to $77 million for the same period in 2025, an increase of $22 million. The net income improvement is primarily attributable to strong revenue growth, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended June 30, 2026 and 2025 was 4.4% and 3.9%, respectively. Adjusted EBITDA for the three months ended June 30, 2026 was $311 million compared to $272 million for the same period in 2025, an increase of $39 million. The growth in adjusted EBITDA was driven by the same factors discussed above.
Current wording
Net income for the three months ended September 30, 2026 was $114 million compared to $93 million for the same period in 2025, an increase of $21 million. The net income improvement was primarily attributable to strong revenue growth, partially offset by rising material, fuel, and other expenses, and the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended September 30, 2026 was 4.5%, unchanged compared with the same period in the prior year. Adjusted EBITDA for the three months ended September 30, 2026 was $350 million compared to $281 million for the same period in 2025, an increase of $69 million. The growth in adjusted EBITDA was driven by the same factors discussed above.
Previous wording
The following table presents gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the six months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents gross profit (net revenues less cost of revenues) and gross profit margin (gross profit as a percentage of net revenues) for the nine months ended September 30, 2026 and 2025:
Previous wording
The following table presents operating expenses for the six months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents operating expenses for the nine months ended September 30, 2026 and 2025:
Previous wording
SG&A expenses for the six months ended June 30, 2026 were $1,045 million compared to $930 million for the same period in 2025, an increase of $115 million. SG&A expenses as a percentage of net revenues was 24.7% during the six months ended June 30, 2026 compared to 25.1% for the same period in 2025. The increase in SG&A expenses was primarily driven by expenses from acquisitions completed during the prior 12 months, non-recurring systems and business enablement expenses, amortization of intangible assets, investments to support growth, and foreign currency translation. SG&A expenses excluding amortization for the six months ended June 30, 2026 were $915 million, or 21.6% of net revenues, compared to $818 million, or 22.1% of net revenues, for the same period of 2025. The decrease in SG&A expenses excluding amortization as a percentage of net revenues is primarily due to revenue growth outpacing growth in expenses. See the discussion and reconciliation of our non-GAAP financial measures below.
Current wording
SG&A expenses for the nine months ended September 30, 2026 were $1,613 million compared to $1,419 million for the same period in 2025, an increase of $194 million. SG&A expenses as a percentage of net revenues was 23.8% during the nine months ended September 30, 2026 compared to 24.5% for the same period in 2025. Businesses that were acquired during the prior 12 months contributed $63 million to the increase in SG&A expenses. SG&A was also driven by increases of $40 million in amortization of intangible assets and $21 million in non-recurring systems and business enablement expenses, with the remaining increase primarily caused by investments to support growth. SG&A expenses excluding amortization for the nine months ended September 30, 2026 were $1,405 million, or 20.7% of net revenues, compared to $1,251 million, or 21.6% of net revenues, for the same period of 2025. The decrease in SG&A expenses excluding amortization as a percentage of net revenues was primarily due to revenue growth outpacing growth in expenses. See the discussion and reconciliation of our non-GAAP financial measures below.
Previous wording
Interest expense, net was $36 million and $37 million for the three months ended June 30, 2026 and 2025, respectively. The decrease in interest expense, net was primarily driven by a decrease in floating rates and benefits from certain derivative transactions, offset by an increased volume of outstanding debt.
Current wording
Interest expense, net was $111 million and $109 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in interest expense, net was primarily driven by $15 million in interest expense resulting from increased borrowings outstanding during the period, partially offset by $8 million in benefits from certain derivative transactions and $5 million in savings driven by a decrease in floating rates.
Previous wording
Investment expense (income) and other, net was $3 million for the six months ended June 30, 2026 compared to $2 million of income for the same period of 2025. The change in investment expense (income) and other, net was primarily due to a loss on the extinguishment of debt in the current year with no similar activity in the prior year and a loss associated with the impact of foreign currency exchange rates compared to the prior year.
Current wording
Investment expense (income) and other, net was $5 million for the nine months ended September 30, 2026 compared to $3 million of income for the same period of 2025. The change in investment expense (income) and other, net was primarily due to a $3 million decrease in joint venture income compared to the prior year, $2 million of loss on the extinguishment of debt in the current year with no similar activity in the prior year, and a $1 million loss associated with the impact of foreign currency exchange rates compared to the prior year.
Previous wording
The following table presents net income and adjusted EBITDA for the six months ended June 30, 2026 and 2025, respectively:
Current wording
The following table presents net income and adjusted EBITDA for the nine months ended September 30, 2026 and 2025:
Previous wording
Net income for the six months ended June 30, 2026 was $156 million compared to $112 million for the same period in 2025, an increase of $44 million. The increase is attributable to strong revenue growth, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the six months ended June 30, 2026 and 2025 was 3.7% and 3.0%, respectively. Adjusted EBITDA for the six months ended June 30, 2026 was $546 million compared to $465 million for the same period in 2025, an increase of $81 million. The growth in adjusted EBITDA was driven by the same factors discussed above.
Current wording
Net income for the nine months ended September 30, 2026 was $270 million compared to $205 million for the same period in 2025, an increase of $65 million. The increase was primarily attributable to strong revenue growth, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the nine months ended September 30, 2026 and 2025 was 4.0% and 3.5%, respectively. Adjusted EBITDA for the nine months ended September 30, 2026 was $896 million compared to $746 million for the same period in 2025, an increase of $150 million. The growth in adjusted EBITDA was driven by the same factors discussed above.
Previous wording
The following discussion breaks down the net revenues and segment earnings by reportable segment for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current wording
The following discussion breaks down the net revenues and segment earnings by reportable segment for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Previous wording
Safety Services segment earnings as a percentage of net revenues for the six months ended June 30, 2026 and 2025 was approximately 16.6% and 16.4%, respectively. The increase was primarily driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in inspection, service, and monitoring revenues and project revenues, partially offset by mix and increased SG&A expenses.
Current wording
Safety Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2026 and 2025 was approximately 16.7% and 16.5%, respectively. The increase was primarily driven by disciplined customer and project selection, pricing improvements, and favorable SG&A leverage, partially offset by mix.
Previous wording
Specialty Services segment earnings as a percentage of net revenues for the six months ended June 30, 2026 and 2025 was approximately 9.8% and 9.2%, respectively. The increase was driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in service and project revenues, partially offset by SG&A expenses.
Current wording
Specialty Services segment earnings as a percentage of net revenues for the nine months ended September 30, 2026 and 2025 was approximately 10.9% and 10.3%, respectively. The increase was driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in service and project revenues, as well as revenue growth and favorable SG&A leverage.
Previous wording
As of June 30, 2026, we had $1,565 million of total liquidity, comprised of $851 million in cash and cash equivalents and $714 million ($1 billion less $280 million of outstanding borrowings and outstanding letters of credit of approximately $6 million, which reduce availability) of available borrowings under our Revolving Credit Facility.
Current wording
As of September 30, 2026, we had $1,032 million of total liquidity, comprised of $373 million in cash and cash equivalents and $659 million ($1 billion less $335 million of outstanding borrowings and $6 million of outstanding letters of credit, which reduce availability) of available borrowings under our Revolving Credit Facility.
Previous wording
During 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment. We also completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
Current wording
Amendment, reduced the applicable margin by 75 basis points, and eliminated the credit spread adjustment. We also completed the Seventh Amendment to our credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
Previous wording
During 2025, our Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $1 billion in shares of our common stock. The timing, amount, and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024 ("2024 SRP"). In 2025, prior to the new authorization, we repurchased 3,095,573 shares of common stock for approximately $75 million under the 2024 SRP. During the six months ended June 30, 2026, we repurchased 1,586,704 shares of common stock for approximately $66 million under the 2025 SRP. As of June 30, 2026, we had approximately $934 million of authorized repurchases remaining under the 2025 SRP.
Current wording
During 2025, our Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $1 billion in shares of our common stock. The timing, amount, and manner of any repurchases under the new repurchase program will be determined at the discretion of our leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for our common stock. The share repurchase program is open-ended and does not require us to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by us at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and we may enter into Rule 10b5-1 trading plans in connection with such repurchases. This new authorization replaces our previous share repurchase authorization announced in 2024 ("2024 SRP"). In 2025, prior to the new authorization, we repurchased 3,095,573 shares of common stock for approximately $75 million under the 2024 SRP. During the nine months ended September 30, 2026, we repurchased 6,338,563 shares of common stock for approximately $250 million. As of September 30, 2026, we had approximately $750 million of authorized repurchases remaining under the 2025 SRP.
Previous wording
Net cash provided by operating activities was $168 million for the six months ended June 30, 2026 compared to $145 million for the same period in 2025. The increase in cash provided by operating activities is primarily due to an increase in net income and improvements in working capital efficiencies associated with the various services we provided during the six months ended June 30, 2026 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the quantity of services provided and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.
Current wording
Net cash provided by operating activities was $393 million for the nine months ended September 30, 2026 compared to $377 million for the same period in 2025. The increase in cash provided by operating activities was primarily due to an increase in net income during the nine months ended September 30, 2026 compared to the same period of the prior year. Cash flow from operations is primarily driven by changes in the quantity of services provided and working capital needs associated with the various services we provide. Working capital is primarily affected by changes in total accounts receivable, accounts payable, accrued expenses, and contract assets and contract liabilities, all of which tend to be related and are affected by changes in the timing and volume of work performed.
Previous wording
Net cash used in investing activities was $861 million for the six months ended June 30, 2026 compared to $140 million for the same period in 2025. This increase is primarily driven by increased acquisition consideration in the current year. We had cash used in acquisitions, net of cash acquired, of $816 million and $111 million in the six months ended June 30, 2026 and 2025, respectively.
Current wording
Net cash used in investing activities was $1,424 million for the nine months ended September 30, 2026 compared to $231 million for the same period in 2025. This increase was primarily driven by increased acquisition consideration in the current year. Cash used for acquisitions, net of cash acquired, was $1,356 million and $174 million in the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Net cash provided by financing activities was $639 million for the six months ended June 30, 2026 compared to net cash used in financing activities of $101 million for the same period in 2025. The cash provided by financing activities for the six months ended June 30, 2026 was driven by $795 million in proceeds from long-term borrowings and $280 million of net short-term debt, offset by $303 million in payments on long-term borrowings, $66 million of share repurchases, $38 million of restricted shares tendered for taxes, and $13 million of payments of acquisition-related consideration, while in the six months ended June 30, 2025, cash used in financing activities was driven by $75 million of share repurchases, $20 million of restricted shares tendered for taxes, and $2 million of payments of acquisition-related consideration.
Current wording
Net cash provided by financing activities was $500 million for the nine months ended September 30, 2026 compared to net cash used in financing activities of $116 million for the same period in 2025. The cash provided by financing activities for the nine months ended September 30, 2026 was primarily driven by $795 million in proceeds from long-term borrowings and $335 million of net short-term debt, offset by $310 million in payments on long-term borrowings, $252 million of share repurchases, $38 million of restricted shares tendered for taxes, and $14 million of payments of acquisition-related consideration, while in the nine months ended September 30, 2025, cash used in financing activities was driven by $75 million of share repurchases, $20 million of restricted shares tendered for taxes, and $16 million of payments of acquisition-related consideration.
Previous wording
We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, 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 as collateral agent (the “Credit Agreement”) which provides for: (1) a term loan facility, pursuant to which we incurred the $2,152 million seven-year incremental term loan ("2021 Term Loan") (increased from $1,100 million in 2024 and 2025) used to fund a portion of the purchase price in the Chubb acquisition and to fully repay the balance of a previously outstanding term loan, and (2) a $1 billion Revolving Credit Facility (increased from $750 million in 2026) of which up to $300 million (increased from $250 million in 2026) can be used for the issuance of letters of credit.
Current wording
We have entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower ("APi Group DE"), APG as a guarantor, 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 as collateral agent (the “Credit Agreement”) which provides for: (1) a term loan facility, pursuant to which we incurred the $2,147 million seven-year incremental term loan ("2021 Term Loan") (increased from $1,100 million in 2024 and 2025) used to fund a portion of the purchase price in the Chubb acquisition and to fully repay the balance of a previously outstanding term loan, and (2) a $1 billion Revolving Credit Facility (increased from $750 million in 2026) of which up to $300 million (increased from $250 million in 2026) can be used for the issuance of letters of credit.
Previous wording
The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 0.25% or (2) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.25%.
Current wording
The interest rate applicable to borrowings under the Revolving Credit Facility is, at our option, either (a) a base rate plus an applicable margin equal to 0.25% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.25%.
Previous wording
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed 3.75 to 1.00 for each fiscal quarter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $60 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of June 30, 2026 was 1.3:1.0.
Current wording
The Credit Agreement contains customary representations and warranties, and affirmative and negative covenants, including covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to (i) incur additional indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem capital stock; (iii) prepay, redeem or repurchase certain debt; (iv) make loans and investments; (v) sell, transfer and otherwise dispose of assets; (vi) incur or permit to exist certain liens; (vii) enter into transactions with affiliates; (viii) enter into agreements restricting subsidiaries’ ability to pay dividends; and (ix) consolidate, amalgamate, merge or sell all or substantially all assets. The Credit Agreement also contains customary events of default. Furthermore, with respect to the revolving credit facility, we must maintain a first lien net leverage ratio that does not exceed 3.75 to 1.00 for each fiscal quarter, if on the last day of any fiscal quarter the outstanding amount of all revolving loans and letter of credit obligations (excluding undrawn letters of credit up to $60 million) under the Credit Agreement is greater than 30% of the total revolving credit commitments thereunder subject to a right of cure. Our first lien net leverage ratio as of September 30, 2026 was 1.6:1.0.
Previous wording
As of June 30, 2026, the 2021 Term Loan has $2,152 million remaining principal amount outstanding and we had $280 million outstanding under the Revolving Credit Facility, under which $714 million was available after giving effect to $6 million of outstanding letters of credit, which reduces availability.
Current wording
As of September 30, 2026, the 2021 Term Loan has $2,147 million remaining principal amount outstanding and we had $335 million outstanding under the Revolving Credit Facility, under which $659 million was available after giving effect to $6 million of outstanding letters of credit, which reduces availability.
Previous wording
On June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “4.125% Senior Notes”), issued under an indenture, dated June 22, 2021. The 4.125% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The
Current wording
On June 22, 2021, APi Group DE completed a private offering of $350 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “4.125% Senior Notes”), issued under an indenture, dated June 22, 2021. The 4.125%
Previous wording
4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay previously outstanding term loans and for general corporate purposes. As of June 30, 2026, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
Current wording
Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.125% Senior Notes will mature on July 15, 2029, unless redeemed earlier, and bear interest at a rate of 4.125% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.125% Senior Notes to repay previously outstanding term loans and for general corporate purposes. As of September 30, 2026, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
Previous wording
On May 14, 2026, APi Group DE completed a private offering of $500 million aggregate principal amount of 5.750% Senior Notes due 2034 (the "5.750% Senior Notes") issued under an indenture dated May 14, 2026. The 5.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 5.750% Senior Notes will mature on June 1, 2034, unless redeemed earlier, and bear interest at a rate of 5.750% per year until maturity, payable semi-annually in arrears. We intend to use the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses. As of June 30, 2026, we had $500 million aggregate principal amount of 5.750% Senior Notes outstanding.
Current wording
On May 14, 2026, APi Group DE completed a private offering of $500 million aggregate principal amount of 5.750% Senior Notes due 2034 (the "5.750% Senior Notes") issued under an indenture dated May 14, 2026. The 5.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 5.750% Senior Notes will mature on June 1, 2034, unless redeemed earlier, and bear interest at a rate of 5.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses. As of September 30, 2026, we had $500 million aggregate principal amount of 5.750% Senior Notes outstanding.
Previous wording
•Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 25, 2026. We have not had material changes to our lease obligations during the six months ended June 30, 2026.
Current wording
•Operating and Finance Leases – See Note 12 – "Leases" in the Annual Report on Form 10-K filed on February 25, 2026. We have not had material changes to our lease obligations during the nine months ended September 30, 2026.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During 2025, we completed the Eighth Amendment to our credit agreement, which increased the Revolving Credit Facility from $500 million to $750 million, extended the facility's maturity to five years from the date of the Eighth