Form 8-K

8-K — APi Group Corp

Accession: 0001193125-26-214754

Filed: 2026-05-08

Period: 2026-05-07

CIK: 0001796209

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d43991d8k.htm (Primary)

EX-99.1 (d43991dex991.htm)

EX-99.2 (d43991dex992.htm)

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8-K

8-K (Primary)

Filename: d43991d8k.htm · Sequence: 1

8-K

APi Group Corp false 0001796209 0001796209 2026-05-07 2026-05-07

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

05/07/2026

Date of Report (date of earliest event reported)

APi Group Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39275

98-1510303

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

APG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On May 7, 2026, APi Group Corporation (the “Company”), the parent company of APi Group DE, Inc. (“APi Group DE”), announced the launch of a $500 million senior unsecured notes (the “Notes”) offering by APi Group DE. The Company also announced that APi Group DE intends to amend its existing credit agreement (the “Amendment”) to, among other things, extend the maturity of the Company’s Term Loan B facility to 2033, upsize the Company’s revolving credit facility to $1.0 billion, and improve other key terms and covenants. A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.

On May 7, 2026, the Company announced the pricing of the Notes. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference.

Item 9.01 - Financial Statements and Exhibits

(d): The following exhibits are being furnished herewith:

Exhibit

No.

Description

99.1

Press Release Issued by APi Group Corporation on May 7, 2026.

99.2

Press Release Issued by APi Group Corporation on May 7, 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.

API GROUP CORPORATION

Date: May 8, 2026

By:

/s/ Louis B. Lambert

Name:

Louis B. Lambert

Title:

Senior Vice President, General Counsel and Secretary

EX-99.1

Filename: d43991dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

NEWS RELEASE

APi Group

Announces Launch of $500 Million Senior Notes Offering and Intent to Amend and Extend Existing Credit Agreement

2026-05-07

NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi”

or the “Company”) today announced the launch of a $500 million senior unsecured notes offering (the “Notes”), subject to market and other customary conditions. The Notes will be senior unsecured obligations of APi Group

DE, Inc. (“APi DE”), a wholly owned subsidiary of the Company, and will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s existing and future foreign and domestic

subsidiaries. Concurrently, APi intends to amend the Company’s existing credit agreement (the “Amendment”) to extend the maturity of the Company’s Term Loan B facility to 2033, upsize and extend the Company’s revolving

credit facility to $1.0 billion, maturing in 2031, and amend other key terms and covenants. APi intends to use the net proceeds from these financings for funding of the recently signed and announced Onyx-Fire Protection Services Inc. and Wtech

Fire Group acquisitions, as well as for general corporate purposes.

The Notes are being offered in a private offering solely to parties reasonably

believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S

under the Securities Act. No assurance can be given that the offering of the Notes or the Amendment will be completed, or, if completed, as to the terms on which it will be completed. This release does not constitute an offer to sell or the

solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

Forward-Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as

amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety by reference to

the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results

to differ materially from such forward-looking statements.

About APi:

APi is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial

recurring revenue base and over 500 locations worldwide. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. APi has a winning leadership culture driven by entrepreneurial

business leaders delivering innovative solutions for customers. More information can be found at www.apigroupinc.com.

Investor Relations and Media

Inquiries:

Adam Walters

Senior Director of Investor

Relations

Tel: +1 920-419-5432

Email: investorrelations@apigroupinc.us

Source: APi Group

Corporation

EX-99.2

Filename: d43991dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

NEWS RELEASE

APi Group

Announces Pricing of $500 Million Senior Notes

2026-05-07

NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the

pricing of the previously announced private offering by APi Group DE, Inc. (“APi DE”), a wholly owned subsidiary of the Company, of $500 million in aggregate principal amount of 5.75% senior notes due 2034 (the “Notes”)

at an offering price of 100% of the principal amount thereof. The Notes will be senior unsecured obligations of APi DE and will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s

existing and future foreign and domestic subsidiaries. The offering is expected to close on or before May 14, 2026, subject to the satisfaction of customary closing conditions. APi intends to use the net proceeds from this financing for funding of

the recently signed and announced Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions, as well as for general corporate purposes.

The

Notes are being offered in a private offering solely to parties reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. No assurance can be given that the offering of the Notes will be completed, or, if completed, as to the terms on which it will be completed.

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as

to differ materially from such forward-looking statements.

About APi:

APi is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial

business leaders delivering innovative solutions for customers. More information can be found at www.apigroupinc.com.

Investor Relations and Media

Inquiries:

Adam Walters

Senior Director of Investor

Relations

Tel: +1 920-419-5432

Email: investorrelations@apigroupinc.us

Source: APi Group

Corporation

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May 07, 2026

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