Form 8-K

8-K — APi Group Corp

Accession: 0001628280-26-050806

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001796209

SIC: 7340 (SERVICES-TO DWELLINGS & OTHER BUILDINGS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — apg-20260730.htm (Primary)

EX-99.1 (apg-20260630xexx991.htm)

GRAPHIC (img23227469_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: apg-20260730.htm · Sequence: 1

apg-20260730

FALSE000179620900017962092026-07-302026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

___________________________________

APi Group Corporation

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation)

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)

N/A

(Former name or former address, if changed since last report.)

___________________________________

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 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Condition.

On July 30, 2026, APi Group Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished herewith:

Exhibit No.

Description

99.1

Press Release Issued by APi Group Corporation on July 30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: July 30, 2026

By:

/s/ Glenn David Jackola

Glenn David Jackola

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: apg-20260630xexx991.htm · Sequence: 2

Document

Exhibit 99.1

APi Group Reports Record Second Quarter 2026 Financial Results and Raises Full-Year 2026 Outlook

-Record second quarter net revenues of $2.3 billion, representing year-over-year growth of 13.3%, 10.1% on an organic basis-

-Record second quarter reported net income of $99 million with year-over-year growth of 28.6%-

-Record second quarter adjusted EBITDA of $311 million with year-over-year growth of 14.3% and adjusted EBITDA margin expansion of 10 basis points to 13.8%-

-Raising full-year guidance for net revenues and adjusted EBITDA-

New Brighton, Minnesota – July 30, 2026 – APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today reported its financial results for the three and six months ended June 30, 2026.

Russ Becker, APi’s President and Chief Executive Officer stated: “We continued building on our strong start to the year in the second quarter, delivering over 10% organic revenue growth and adjusted EBITDA margin expansion year over year. Our results reflect continued strength in inspection, service, and monitoring revenues, as well as robust project activity across both segments. Following a strong first half, we enter the second half with great momentum, supported by record backlog exceeding $5 billion and disciplined execution of our M&A strategy. We are confident in our leaders’ abilities to execute our strategic priorities and drive continued progress toward our 10/16/60+ financial targets."

Second Quarter 2026 Consolidated Results:

Three Months Ended June 30,

2026 2025 Y/Y

Net revenues $ 2,254 $ 1,990 13.3 %

Organic net revenue growth (a)

10.1 %

GAAP

Gross profit $ 703 $ 615 14.3 %

Gross margin 31.2 % 30.9 % +30 bps

Net income $ 99 $ 77 28.6 %

Diluted EPS $ 0.20 $ 0.16 25.0 %

Adjusted non-GAAP comparison

Adjusted gross profit $ 704 $ 620 13.5 %

Adjusted gross margin 31.2 % 31.2 % —

Adjusted EBITDA $ 311 $ 272 14.3 %

Adjusted EBITDA margin 13.8 % 13.7 % +10 bps

Adjusted net income $ 195 $ 164 18.9 %

Adjusted diluted EPS $ 0.44 $ 0.39 12.8 %

Notes: Amounts in millions, except per share data. Refer to non-GAAP reconciliations to the most comparable GAAP measures.

(a)Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions and divestitures and the impact of changes due to foreign currency translation.

•Reported net revenues increased by 13.3% (10.1% organic) driven by solid growth in inspection, service, and monitoring revenues, robust growth in project revenues, acquisitions, and pricing improvements.

•Reported gross margin increased by 30 basis points while adjusted gross margin was 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.

•Reported net income was $99 million and diluted EPS was $0.20. Adjusted net income was $195 million and adjusted diluted EPS was $0.44, representing a 12.8% increase compared to the prior year period. The increase in adjusted diluted EPS was driven by strong revenue growth and adjusted EBITDA margin expansion, partially offset by an increase in the adjusted diluted weighted average shares outstanding.

•Adjusted EBITDA increased by 14.3% (13.1% on a fixed currency basis) compared to the prior year period and adjusted EBITDA margin increased 10 basis points to 13.8%. Growth in adjusted EBITDA margin was driven by strong revenue growth resulting in favorable SG&A leverage.

Second Quarter 2026 Safety Services Segment Results:

Three Months Ended June 30,

2026 2025 Y/Y

Safety Services

Net revenues $ 1,482 $ 1,362 8.8 %

Organic net revenue growth (a)

4.7 %

GAAP

Gross profit $ 554 $ 501 10.6 %

Gross margin 37.4 % 36.8 % +60 bps

Segment earnings $ 252 $ 232 8.6 %

Segment earnings margin 17.0 % 17.0 % —

Adjusted non-GAAP comparison

Adjusted gross profit $ 555 $ 506 9.7 %

Adjusted gross margin 37.4 % 37.2 % +20 bps

Notes: Amounts in millions. Refer to non-GAAP reconciliations to the most comparable GAAP measures.

•Reported net revenues increased by 8.8% (4.7% organic) driven by solid growth in inspection, service, and monitoring revenues, growth in project revenues, acquisitions, pricing improvements, and impacts of foreign exchange translation.

•Reported and adjusted gross margin increased by 60 and 20 basis points, respectively, compared to the prior year period. This was 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.

•Reported segment earnings increased by 8.6% (7.7% on a fixed currency basis) compared to the prior year period. Segment earnings margin was unchanged compared to the prior year period, primarily driven by adjusted gross margin expansion, offset by increased SG&A expenses.

Second Quarter 2026 Specialty Services Segment Results:

Three Months Ended June 30,

2026 2025 Y/Y

Specialty Services

Net revenues $ 773 $ 629 22.9 %

Organic net revenue growth (a)

22.0 %

GAAP

Gross profit $ 149 $ 114 30.7 %

Gross margin 19.3 % 18.1 % +120 bps

Segment earnings $ 92 $ 71 29.6 %

Segment earnings margin 11.9 % 11.3 % +60 bps

Adjusted non-GAAP comparison

Adjusted gross profit $ 149 $ 114 30.7 %

Adjusted gross margin 19.3 % 18.1 % +120 bps

Notes: Amounts in millions. Refer to non-GAAP reconciliations to the most comparable GAAP measures.

(a)Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions and divestitures, and the impact of changes due to foreign currency translation.

•Reported net revenues increased by 22.9% (22.0% organic) driven by robust growth in both project and service revenues.

•Reported and adjusted gross margin increased by 120 basis points compared to the prior year period driven by disciplined customer and project selection and pricing improvements, resulting in margin expansion in service and project revenues.

•Reported segment earnings increased by 29.6% compared to the prior year period. Segment earnings margin was 11.9%, representing a 60 basis point increase compared to the prior year period, driven by adjusted gross margin expansion, partially offset by SG&A expenses, including variable compensation expense.

Guidance:

APi increases its full-year 2026 guidance for net revenues and adjusted EBITDA.

• Net Revenues of $8,875 to $9,025 million, up from the guidance provided on July 2, 2026 of $8,660 to $8,860 million

• Adjusted EBITDA of $1,205 to $1,245 million, up from the guidance provided on July 2, 2026 of $1,177 to $1,237 million

• Adjusted Free Cash Flow Conversion of 115%, based on adjusted net income

APi announces its guidance for the third quarter of 2026.

•Net Revenues of $2,375 to $2,425 million

•Adjusted EBITDA of $325 to $335 million

Conference Call:

APi will host a webcast and conference call to discuss its financial results at 8:30 a.m. ET on Thursday, July 30, 2026. Participants on the call will include Russell A. Becker, President and Chief Executive Officer, and David Jackola, EVP and Chief Financial Officer. The conference call can be accessed by registering online using the links below. Analysts will receive dial-in information as well as a conference ID once registered.

Webcast Link: https://events.q4inc.com/attendee/781429281

Analysts Link: https://events.q4inc.com/analyst/781429281?pwd=2Kq4r26b

A replay of the webcast will be available shortly after the live event via the webcast link above.

About APi:

APi Group is a global, market-leading business services company providing statutorily mandated and contracted services across its Safety Services and Specialty Services segments, including fire and life safety, electronic security, elevator and escalator, and infrastructure services. With more than 600 locations in over 20 countries, APi is built on a century of expertise, a people-first culture, and its purpose of Building Great Leaders®. In 2026, APi is celebrating its 100-year anniversary and its debut on the Fortune 500. More information is available at www.apigroup.com.

Investor Relations and Media Inquiries:

Adam Walters

Senior Director of Investor Relations

Tel: +1 920-419-5432

Email: investorrelations@apigroupinc.us

Forward-Looking Statements and Disclaimers

Please note that in this document the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of APi Group Corporation (“APi” or the “Company”). Such discussion and statements may contain words such as “expect,” “anticipate,” “will,” “believe,” “intend,” “plan,” “estimate,” “predict,” “seek,” “continue,” “pro forma,” “outlook,” “may,” “might,” “should,” “can have,” “have,” “likely,” “potential,” “target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and relate in this document, without limitation, to statements, beliefs, projections and expectations about future events. Such statements are based on the Company’s expectations, intentions, and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other risks that may affect the Company’s future performance, including the impacts of inflationary pressures and other macroeconomic factors on the Company’s business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) supply chain constraints and interruptions, and the resulting increases in the cost, or reductions in the supply, of the supplies and materials the Company uses in its business and for which the Company bears the risk of such increases; (iii) risks associated with the Company’s international operations, including changes in tariff and trade policies, import and export restrictions, retaliatory trade measures, sanctions, and other governmental actions that may affect the cost, timing, or viability of the Company's cross-border operations and supply chains; (iv) failure to realize the anticipated benefits of our acquisitions and our ability to successfully execute the Company’s bolt-on acquisition strategy to acquire other businesses and successfully integrate them into its operations; (v) failure to fully execute the Company’s inspection-first strategy or to realize the expected service revenue from such inspections; (vi) failure to realize expected benefits from the Company’s other business strategies, including the Company’s disciplined approach to customer and project selection and the Company’s asset-light, services-focused business model and its expected impact on future capital expenditures; (vii) risks associated with the Company’s decentralized business model and participation in joint ventures; (viii) improperly managed projects or project delays; (ix) risks associated with the implementation and maintenance of the Company's enterprise resource planning systems and cloud-based platforms, including potential disruptions to operations, cost overruns, delays, and impacts on internal controls over financial reporting; (x) adverse developments in the credit markets which could impact the Company’s ability to secure financing in the future; (xi) the Company’s level of indebtedness; (xii) risks associated with the Company’s contract portfolio; and (xiii) other risks and uncertainties, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors.” Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking statements. Additional information concerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the periodic and other reports filed by the Company with the Securities and Exchange Commission. Forward-looking statements included in this document speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this document.

Non-GAAP Financial Measures

This document contains non-U.S. GAAP financial measures within the meaning of Regulation G. Management uses these measures to evaluate the Company's performance and believes they are useful to investors because they (a) reflect the same tools management uses to assess performance and prospects, (b) facilitate peer comparison, (c) provide consistent period-to-period comparisons, and (d) in the case of adjusted EBITDA, determine certain elements of executive incentive compensation.

•Adjusted gross profit, adjusted SG&A, adjusted net income, and adjusted diluted EPS exclude amortization of intangible assets, restructuring costs, contingent consideration and compensation, acquisition and divestiture related expenses, systems and business enablement expenses, business process transformation expenses, and other miscellaneous items, as further described in the reconciliation tables. These adjustments remove items management does not consider indicative of the Company's core ongoing operational performance.

•Adjusted EBITDA is net income before interest, taxes, depreciation, and amortization, further adjusted to exclude the same items listed above plus non-service pension cost. Adjusted EBITDA margin is adjusted EBITDA divided by net revenues.

•Organic net revenue growth excludes the impacts of material acquisitions, material divestitures, and foreign currency translation from year-over-year revenue comparisons. Fixed currency measures translate results at exchange rates established by management at the beginning of 2026. An acquisition or divestiture is considered material based on management's assessment of its significance to comparability; this threshold is applied consistently across periods.

•Adjusted free cash flow is cash provided by operating activities, adjusted for the cash impact of the same items excluded from adjusted EBITDA, less capital expenditures. Adjusted free cash flow conversion is adjusted free cash flow as a percentage of adjusted net income.

•Net leverage ratio is calculated in accordance with the Company’s debt agreements and includes pro forma adjustments for acquisitions and cost savings not reflected in adjusted EBITDA; see the Company’s SEC filings for the covenant EBITDA definition.

These measures are supplemental and should not be considered a substitute for, or superior to, GAAP financial measures, and may differ from similarly titled measures used by other companies. Reconciliations to the most directly comparable GAAP measures are included in this document.

The Company is unable to provide a quantitative reconciliation of forward-looking adjusted EBITDA, organic net revenue growth, and adjusted free cash flow conversion to GAAP without unreasonable effort, as the amounts and timing of reconciling items – including acquisition-related costs, systems and business enablement expenses, restructuring costs, and other charges – are inherently uncertain and could be significant.

APi Group Corporation

Condensed Consolidated Statements of Operations (GAAP)

(Amounts in millions, except per share data)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

Cost of revenues 1,551 1,375 2,913 2,552

Gross profit 703 615 1,323 1,157

Selling, general, and administrative expenses 528 472 1,045 930

Operating income 175 143 278 227

Interest expense, net 36 37 66 75

Investment expense (income) and other, net 1 (2) 3 (2)

Other expense, net 37 35 69 73

Income before income taxes 138 108 209 154

Income tax provision 39 31 53 42

Net income 99 77 156 112

Net income attributable to common shareholders:

Income allocable to Series A Preferred Stock (10) (8) (16) (12)

Net income attributable to common shareholders $ 89 $ 69 $ 140 $ 100

Net income per common share:

Basic $ 0.21 $ 0.17 $ 0.32 $ 0.24

Diluted 0.20 0.16 0.32 0.24

Weighted average shares outstanding:

Basic 433 415 432 416

Diluted 437 428 436 422

APi Group Corporation

Condensed Consolidated Balance Sheets (GAAP)

(Amounts in millions)

(Unaudited)

June 30,

2026 December 31,

2025

Assets

Current assets:

Cash and cash equivalents $ 851 $ 912

Accounts receivable, net of allowances 1,706 1,563

Inventories 172 145

Contract assets 630 484

Prepaid expenses and other current assets 171 125

Total current assets 3,530 3,229

Property and equipment, net 429 397

Operating lease right-of-use assets 303 301

Goodwill 3,643 3,167

Intangible assets, net 1,736 1,584

Deferred tax assets 20 40

Pension and post-retirement assets 129 129

Other assets 157 89

Total assets $ 9,947 $ 8,936

Liabilities and Shareholders’ Equity

Current liabilities:

Short-term and current portion of long-term debt $ 306 $ 5

Accounts payable 554 526

Accrued liabilities 766 827

Contract liabilities 815 694

Operating and finance leases 100 98

Total current liabilities 2,541 2,150

Long-term debt, less current portion 3,217 2,754

Pension and post-retirement obligations 48 50

Operating and finance leases 219 215

Deferred tax liabilities 248 205

Other noncurrent liabilities 158 154

Total liabilities 6,431 5,528

Total shareholders’ equity 3,516 3,408

Total liabilities and shareholders’ equity $ 9,947 $ 8,936

APi Group Corporation

Condensed Consolidated Statements of Cash Flows (GAAP)

(Amounts in millions)

(Unaudited)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 156 $ 112

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 173 161

Restructuring charges, net of cash paid (4) (2)

Deferred taxes (1) (1)

Share-based compensation expense 23 21

Profit-sharing expense 15 14

Non-cash lease expense 61 56

Net periodic pension cost 12 11

Other, net (2) 2

Changes in operating assets and liabilities, net of effects of acquisitions: (265) (229)

Net cash provided by operating activities 168 145

Cash flows from investing activities:

Acquisitions, net of cash acquired (816) (111)

Purchases of property and equipment (49) (39)

Proceeds from sales of property and equipment 4 10

Net cash used in investing activities (861) (140)

Cash flows from financing activities:

Net short-term debt 280 —

Proceeds from long-term borrowings 795 —

Payments on long-term borrowings (303) (4)

Payments of debt issuance costs (16) —

Repurchases of common stock (66) (75)

Payments of acquisition-related consideration (13) (2)

Restricted shares tendered for taxes (38) (20)

Net cash provided by (used in) financing activities 639 (101)

Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash (8) 28

Net decrease in cash, cash equivalents, and restricted cash (62) (68)

Cash, cash equivalents, and restricted cash, beginning of period 913 501

Cash, cash equivalents, and restricted cash, end of period $ 851 $ 433

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Organic Change in Net Revenues (non-GAAP)

(Unaudited)

Organic change in net revenues

Three Months Ended June 30, 2026

Net revenues

change

(as reported) Foreign

currency

translation (a) Net revenues

change

(fixed currency) (b) Acquisitions and

divestitures, net (c) Organic

change in

net revenues (d)

Safety Services 8.8% 1.2% 7.6% 2.9% 4.7 %

Specialty Services 22.9% —% 22.9% 0.9% 22.0 %

Consolidated 13.3% 0.9% 12.4% 2.3% 10.1 %

Six Months Ended June 30, 2026

Net revenues

change

(as reported) Foreign

currency

translation (a) Net revenues

change

(fixed currency) (b) Acquisitions and

divestitures, net (c) Organic

change in

net revenues (d)

Safety Services 10.2% 2.8% 7.4% 2.3% 5.1 %

Specialty Services 24.0% —% 24.0% 0.8% 23.2 %

Consolidated 14.2% 2.0% 12.2% 1.9% 10.3 %

Notes:

(a)Represents the effect of foreign currency on reported net revenues, calculated as the difference between reported net revenues and net revenues at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management at the beginning of 2026.

(b)Amount represents the year-over-year change after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency rates for both periods.

(c)Adjustment to exclude net revenues from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition and net revenues from material divestitures for all periods for businesses divested as of June 30, 2026.

(d)Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, material divestitures, and the impact of changes due to foreign currency translation.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Gross Profit and Adjusted Gross Profit (non-GAAP)

SG&A and Adjusted SG&A (non-GAAP)

(Amounts in millions)

(Unaudited)

Adjusted gross profit

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Gross profit (as reported) $ 703 $ 615 $ 1,323 $ 1,157

Adjustments to reconcile gross profit to adjusted gross profit:

Backlog amortization (a) 1 4 1 7

Restructuring program related costs (b) — 1 — 1

Adjusted gross profit $ 704 $ 620 $ 1,324 $ 1,165

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

Adjusted gross margin 31.2 % 31.2 % 31.3 % 31.4 %

Adjusted SG&A

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Selling, general, and administrative expenses ("SG&A") (as reported) $ 528 $ 472 $ 1,045 $ 930

Adjustments to reconcile SG&A to adjusted SG&A:

Amortization of intangible assets (c) (67) (55) (130) (112)

Contingent consideration and compensation (d) 1 — 1 (1)

Systems and business enablement (e) (25) (18) (52) (30)

Business process transformation expenses (f) — — — (4)

Acquisition and divestiture related expenses (g) (9) (11) (28) (14)

Restructuring program related costs (b) — (11) — (14)

Other (h) (8) (1) (7) (3)

Adjusted SG&A expenses $ 420 $ 376 $ 829 $ 752

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

Adjusted SG&A as a % of net revenues 18.6 % 18.9 % 19.6 % 20.3 %

Notes:

(a)Adjustment to reflect the elimination of amortization expense related to backlog intangible assets.

(b)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(c)Adjustment to reflect the elimination of amortization expense.

(d)Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of acquired businesses.

(e)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(f)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.

(g)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.

(h)Adjustment includes various miscellaneous non-recurring items, such as gains and losses on the sale of buildings, elimination of changes in fair value estimates to acquired liabilities, and costs associated with debt refinancing and other miscellaneous capital market activities.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (as reported) $ 99 $ 77 $ 156 $ 112

Adjustments to reconcile net income to EBITDA:

Interest expense, net 36 37 66 75

Income tax provision 39 31 53 42

Depreciation 21 22 42 42

Amortization 68 59 131 119

EBITDA 263 226 448 390

Adjustments to reconcile EBITDA to adjusted EBITDA:

Contingent consideration and compensation (a) (1) — (1) 1

Non-service pension cost (b) 5 5 10 9

Systems and business enablement (c) 25 18 52 30

Business process transformation expenses (d) — — — 4

Acquisition and divestiture related expenses (e) 9 11 28 14

Restructuring program related costs (f) — 11 — 14

Other (g) 10 1 9 3

Adjusted EBITDA $ 311 $ 272 $ 546 $ 465

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

Adjusted EBITDA margin 13.8 % 13.7 % 12.9 % 12.5 %

Notes:

(a)Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of acquired businesses.

(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.

(c)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(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.

(e)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.

(f)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(g)Adjustment includes various miscellaneous non-recurring items, such as the gains and losses on the sale of buildings, elimination of changes in fair value estimates to acquired liabilities, and costs associated with debt refinancing and other miscellaneous capital market activities.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Income before Income Tax, Net Income and EPS and

Adjusted Income before Income Tax, Net Income and EPS (non-GAAP)

(Amounts in millions, except per share data)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Income before income tax provision (as reported) $ 138 $ 108 $ 209 $ 154

Adjustments to reconcile income before income tax provision to adjusted income before income tax provision:

Amortization of intangible assets (a) 68 59 131 119

Contingent consideration and compensation (b) (1) — (1) 1

Non-service pension cost (c) 5 5 10 9

Systems and business enablement (d) 25 18 52 30

Business process transformation expenses (e) — — — 4

Acquisition and divestiture related expenses (f) 9 11 28 14

Restructuring program related costs (g) — 11 — 14

Other (h) 10 1 9 3

Adjusted income before income tax provision $ 254 $ 213 $ 438 $ 348

Income tax provision (as reported) $ 39 $ 31 $ 53 $ 42

Adjustments to reconcile income tax provision to adjusted income tax provision:

Income tax provision adjustment (i) 20 18 48 38

Adjusted income tax provision $ 59 $ 49 $ 101 $ 80

Adjusted income before income tax provision $ 254 $ 213 $ 438 $ 348

Adjusted income tax provision 59 49 101 80

Adjusted net income $ 195 $ 164 $ 337 $ 268

Diluted weighted average shares outstanding (as reported) 437 428 436 422

Adjustments to reconcile diluted weighted average shares outstanding to adjusted diluted weighted average shares outstanding:

Dilutive impact of Series A Preferred Stock (j) 3 (5) 3 —

Adjusted diluted weighted average shares outstanding 440 423 439 422

Adjusted diluted EPS $ 0.44 $ 0.39 $ 0.77 $ 0.64

Notes:

(a)Adjustment to reflect the elimination of amortization expense.

(b)Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of acquired businesses.

(c)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.

(d)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(e)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.

(f)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.

(g)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

(h)Adjustment includes various miscellaneous non-recurring items, such as the gains and losses on the sale of buildings, elimination of changes in fair value estimates to acquired liabilities, and costs associated with debt refinancing and other miscellaneous capital market activities.

(i)Adjustment to reflect an adjusted effective tax rate of 23% which reflects the Company's estimated expectations for taxes to be paid on its adjusted non-GAAP earnings.

(j)Adjustment reflects the addition of the dilutive impact of 6 million shares associated with the deemed conversion of Series A Preferred Stock, when adjusted for the stock split, offset by the adjustment of the assumed dividend payable to the Series A Preferred Stock holders at year-end.

APi Group Corporation

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 (a) 2025 (a) 2026 (a) 2025 (a)

Safety Services

Net revenues $ 1,482 $ 1,362 $ 2,897 $ 2,629

Adjusted gross profit 555 506 1,082 975

Segment earnings 252 232 482 431

Adjusted gross margin 37.4 % 37.2 % 37.3 % 37.1 %

Segment earnings margin 17.0 % 17.0 % 16.6 % 16.4 %

Specialty Services

Net revenues $ 773 $ 629 $ 1,342 $ 1,082

Adjusted gross profit 149 114 242 190

Segment earnings 92 71 131 100

Adjusted gross margin 19.3 % 18.1 % 18.0 % 17.6 %

Segment earnings margin 11.9 % 11.3 % 9.8 % 9.2 %

Total net revenues before corporate and eliminations (b) $ 2,255 $ 1,991 $ 4,239 $ 3,711

Total segment earnings before corporate and eliminations (b) 344 303 613 531

Segment earnings margin before corporate and eliminations (b) 15.3 % 15.2 % 14.5 % 14.3 %

Corporate and Eliminations

Net revenues $ (1) $ (1) $ (3) $ (2)

Adjusted EBITDA (33) (31) (67) (66)

Total Consolidated

Net revenues $ 2,254 $ 1,990 $ 4,236 $ 3,709

Adjusted gross profit 704 620 1,324 1,165

Adjusted EBITDA 311 272 546 465

Adjusted gross margin 31.2 % 31.2 % 31.3 % 31.4 %

Adjusted EBITDA margin 13.8 % 13.7 % 12.9 % 12.5 %

Notes:

(a)Information derived from non-GAAP reconciliations included elsewhere in this document.

(b)Calculated from results of the Company's reportable segments shown above, excluding Corporate and Eliminations.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

Safety Services

Net revenues $ 1,482 $ — $ 1,482 $ 1,362 $ — $ 1,362

Cost of revenues 928 (1) (a) 927 861 (4) (a) 856

(1) (b)

Gross profit $ 554 $ 1 $ 555 $ 501 $ 5 $ 506

Gross margin 37.4 % 37.4 % 36.8 % 37.2 %

Specialty Services

Net revenues $ 773 $ — $ 773 $ 629 $ — $ 629

Cost of revenues 624 — 624 515 — 515

Gross profit $ 149 $ — $ 149 $ 114 $ — $ 114

Gross margin 19.3 % 19.3 % 18.1 % 18.1 %

Corporate and Eliminations

Net revenues $ (1) $ — $ (1) $ (1) $ — $ (1)

Cost of revenues (1) — (1) (1) — (1)

Total Consolidated

Net revenues $ 2,254 $ — $ 2,254 $ 1,990 $ — $ 1,990

Cost of revenues 1,551 (1) (a) 1,550 1,375 (4) (a) 1,370

(1) (b)

Gross profit $ 703 $ 1 $ 704 $ 615 $ 5 $ 620

Gross margin 31.2 % 31.2 % 30.9 % 31.2 %

Notes:

(a)Adjustment to reflect the elimination of amortization expense related to backlog intangible assets.

(b)Adjustments to reflect the elimination of expenses associated with restructuring programs and related costs.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

Safety Services

Net revenues $ 2,897 $ — $ 2,897 $ 2,629 $ — $ 2,629

Cost of revenues 1,816 (1) (a) 1,815 1,662 (7) (a) 1,654

— (b) (1) (b)

Gross profit $ 1,081 $ 1 $ 1,082 $ 967 $ 8 $ 975

Gross margin 37.3 % 37.3 % 36.8 % 37.1 %

Specialty Services

Net revenues $ 1,342 $ — $ 1,342 $ 1,082 $ — $ 1,082

Cost of revenues 1,100 — 1,100 892 — 892

Gross profit $ 242 $ — $ 242 $ 190 $ — $ 190

Gross margin 18.0 % 18.0 % 17.6 % 17.6 %

Corporate and Eliminations

Net revenues $ (3) $ — $ (3) $ (2) $ — $ (2)

Cost of revenues (3) — (3) (2) — (2)

Total Consolidated

Net revenues $ 4,236 $ — $ 4,236 $ 3,709 $ — $ 3,709

Cost of revenues 2,913 (1) (a) 2,912 2,552 (7) (a) 2,544

— (b) (1) (b)

Gross profit $ 1,323 $ 1 $ 1,324 $ 1,157 $ 8 $ 1,165

Gross margin 31.2 % 31.3 % 31.2 % 31.4 %

Notes:

(a)Adjustment to reflect the elimination of amortization expense related to backlog intangible assets.

(b)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Adjusted Segment Financial Information (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Corporate and Eliminations

Income before income taxes $ (91) $ (77) $ (182) $ (160)

Interest expense, net 25 29 46 58

Depreciation 2 1 4 2

Amortization — 1 2 2

Systems and business enablement (a) 14 11 29 21

Business process transformation expenses (b) — — — 3

Acquisition and divestiture related expenses (c) 7 4 25 7

Other (d) 10 — 9 1

Corporate and Eliminations adjusted EBITDA $ (33) $ (31) $ (67) $ (66)

Notes:

(a)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(b)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.

(c)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.

(d)Adjustment includes various miscellaneous non-recurring items, such as the gains and losses on the sale of buildings, elimination of changes in fair value estimates to acquired liabilities, and costs associated with debt refinancing and other miscellaneous capital market activities.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Change in Segment Earnings (non-GAAP)

(Unaudited)

Change in Segment earnings

Three Months Ended June 30, 2026

Change in

Segment earnings

(public rates) Foreign

currency

translation (a) Change in

Segment earnings

(fixed currency) (b)

Safety Services 8.6% 0.9% 7.7%

Specialty Services 29.6% —% 29.6%

Consolidated 14.3% 1.2% 13.1%

Six Months Ended June 30, 2026

Change in

Segment earnings

(public rates) Foreign

currency

translation (a) Change in

Segment earnings

(fixed currency) (b)

Safety Services 11.8% 2.2% 9.6%

Specialty Services 31.0% —% 31.0%

Consolidated 17.4% 2.2% 15.2%

Notes:

(a)Represents the effect of foreign currency on reported segment earnings, calculated as the difference between reported segment earnings and segment earnings at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management at the beginning of 2026.

APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Free Cash Flow and Adjusted Free Cash Flow and Conversion (non-GAAP)

(Amounts in millions)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net cash provided by operating activities (as reported) $ 83 $ 83 $ 168 $ 145

Less: Purchases of property and equipment (31) (27) (49) (39)

Free cash flow 52 56 119 106

Add: Cash payments related to following items:

Contingent compensation (a) — — 1 1

Systems and business enablement (b) 30 26 66 42

Business process transformation expenses (c) — — — 4

Acquisition and divestiture related expenses (d) 9 7 27 10

Restructuring program related payments (e) 4 3 6 12

Other (f) 8 8 9 11

Adjusted free cash flow $ 103 $ 100 $ 228 $ 186

Adjusted net income $ 195 $ 164 $ 337 $ 268

Adjusted free cash flow as a % of adjusted net income 52.8 % 61.0 % 67.7 % 69.4 %

Notes:

(a)Adjustment to reflect the elimination of expense attributable to one-time deferred consideration to prior owners of acquired businesses.

(b)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information technologies, and other new capabilities.

(c)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.

(d)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and completed acquisitions and divestitures.

(e)Adjustment to reflect payments made for restructuring programs and related costs.

(f)Adjustment includes various miscellaneous non-recurring items, including costs associated with debt refinancing and capital market activity and costs or gains/losses associated with any one-time fixed asset acquisitions or dispositions.

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