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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 10-Q
___________________________________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
Commission File Number 001-39275
____________________________________________________________
APi Group Corporation
(Exact Name of Registrant as Specified in its Charter)
____________________________________________________________
Delaware98-1510303
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
1100 Old Highway 8 NW
New Brighton, Minnesota
55112
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (651) 636-4320
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareAPGNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
xAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 433,227,989 shares of common stock as of April 23, 2026.

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TABLE OF CONTENTS
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APi Group Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
March 31,
2026		December 31,
2025
Assets
Current assets:
Cash and cash equivalents$645 $912 
Accounts receivable, net of allowances of $16 and $14 at March 31, 2026 and December 31, 2025, respectively
1,545 1,563 
Inventories156 145 
Contract assets538 484 
Prepaid expenses and other current assets140 125 
Total current assets3,024 3,229 
Property and equipment, net401 397 
Operating lease right-of-use assets294 301 
Goodwill3,326 3,167 
Intangible assets, net1,623 1,584 
Deferred tax assets20 40 
Pension and post-retirement assets123 129 
Other assets155 89 
Total assets$8,966 $8,936 
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term and current portion of long-term debt$5 $5 
Accounts payable506 526 
Contingent consideration and compensation liabilities86 60 
Accrued salaries and wages322 444 
Contract liabilities773 694 
Operating and finance leases97 98 
Other accrued liabilities318 323 
Total current liabilities2,107 2,150 
Long-term debt, less current portion2,755 2,754 
Pension and post-retirement obligations49 50 
Contingent consideration and compensation liabilities11 8 
Operating and finance leases213 215 
Deferred tax liabilities200 205 
Other noncurrent liabilities145 146 
Total liabilities5,480 5,528 
Commitments and contingencies (Note 14)
Shareholders’ equity:
Series A Preferred Stock, $0.0001 par value; 7,000,000 authorized shares; 4,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025
— — 
Common stock, $0.0001 par value; 1,000,000,000 authorized shares at March 31, 2026 and December 31, 2025; 433,227,989 shares and 415,915,273 shares issued at March 31, 2026 and December 31, 2025, respectively (excluding 15,212,810 shares declared for stock dividend at December 31, 2025)
— — 
Additional paid-in capital3,309 3,296 
Retained earnings574 517 
Accumulated other comprehensive loss(397)(405)
Total shareholders’ equity3,486 3,408 
Total liabilities and shareholders’ equity$8,966 $8,936 
                
See notes to condensed consolidated financial statements.
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APi Group Corporation
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share amounts)
Three Months Ended March 31,
20262025
Net revenues$1,982 $1,719 
Cost of revenues1,362 1,177 
Gross profit620 542 
Selling, general, and administrative expenses517 458 
Operating income103 84 
Interest expense, net30 38 
Investment expense and other, net2 — 
Other expense, net32 38 
Income before income taxes71 46 
Income tax provision14 11 
Net income$57 $35 
Net income attributable to common shareholders:
Income allocable to Series A Preferred Stock(6)(4)
Net income attributable to common shareholders$51 $31 
Net income per common share:
Basic$0.12 $0.07 
Diluted0.12 0.07 
Weighted average shares outstanding:
Basic431416
Diluted435417
See notes to condensed consolidated financial statements.
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APi Group Corporation
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
Three Months Ended March 31,
20262025
Net income$57 $35 
Other comprehensive income:
Fair value change - derivatives, net of tax (expense) benefit of $(8) and $4, respectively
24 (12)
Foreign currency translation adjustment(16)59 
Comprehensive income$65 $82 
See notes to condensed consolidated financial statements
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APi Group Corporation
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
(In millions, except share amounts)

Preferred Stock Issued
and Outstanding		Common Stock Issued
and Outstanding		Additional
Paid-In
Capital 		Retained EarningsAccumulated
Other
Comprehensive
Loss 		Total
Shareholders’
Equity
SharesAmountShares Amount
Balance, December 31, 20254,000,000$— 415,915,273$— $3,296 $517 $(405)$3,408 
Net income—— —— — 57 — 57 
Fair value change - derivatives—— —— — — 24 24 
Foreign currency translation adjustment—— —— — — (16)(16)
Series A Preferred Stock dividend—— 15,212,810— — — — — 
Profit sharing plan contributions—— 683,093— 30 — — 30 
Share-based compensation and other, net—— 1,416,813— (17)— — (17)
Balance, March 31, 20264,000,000$— 433,227,989$— $3,309 $574 $(397)$3,486 

Preferred Stock Issued
and Outstanding		Common Stock Issued
and Outstanding		Additional
Paid-In
Capital 		Retained EarningsAccumulated
Other
Comprehensive
Loss 		Total
Shareholders’
Equity
SharesAmountShares Amount
Balance, December 31, 20244,000,000$— 412,167,491$— $3,305 $215 $(567)$2,953 
Net income—— —— — 35 — 35 
Fair value change - derivatives—— —— — — (12)(12)
Foreign currency translation adjustment—— —— — — 59 59 
Series A Preferred Stock dividend—— 3,815,493— — — — — 
Share repurchases—— (3,095,573)— (75)— — (75)
Profit sharing plan contributions—— 928,483— 24 — — 24 
Share-based compensation and other, net—— 1,444,040— (2)— — (2)
Balance, March 31, 20254,000,000$— 415,259,934$— $3,252 $250 $(520)$2,982 

See notes to condensed consolidated financial statements.
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APi Group Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Three Months Ended March 31,
20262025
Cash flows from operating activities:
Net income$57 $35 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation21 20 
Amortization63 60 
Restructuring charges, net of cash paid(2)(6)
Share-based compensation expense11 10 
Profit-sharing expense11 9 
Non-cash lease expense32 28 
Net periodic pension cost6 6 
Other, net— 1 
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable31 100 
Contract assets(54)(31)
Inventories(5)(4)
Prepaid expenses and other current assets(17)(15)
Accounts payable(20)(58)
Accrued liabilities and income taxes payable(92)(95)
Contract liabilities81 38 
Other assets and liabilities(38)(36)
Net cash provided by operating activities85 62 
Cash flows from investing activities:
Acquisitions, net of cash acquired(289)(6)
Purchases of property and equipment(18)(12)
Proceeds from sales of property and equipment2 4 
Net cash used in investing activities(305)(14)
Cash flows from financing activities:
Payments on long-term borrowings(1)(2)
Repurchases of common stock— (75)
Payments of acquisition-related consideration(4)(2)
Restricted shares tendered for taxes(37)(19)
Net cash used in financing activities(42)(98)
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash(6)10 
Net decrease in cash, cash equivalents, and restricted cash(268)(40)
Cash, cash equivalents, and restricted cash, beginning of period913 501 
Cash, cash equivalents, and restricted cash, end of period$645 $461 
Supplemental cash flow disclosures:
Cash paid for interest, net of interest income$30 $35 
Cash paid for income taxes, net of refunds13 23 
Accrued consideration issued in business combinations6 2 
Shares of common stock issued to profit sharing plan30 24 
See notes to condensed consolidated financial statements.
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APi Group Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Amounts in millions, except shares and where noted otherwise)
NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business
APi Group Corporation (the “Company” or “APG”) 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.
Principles of consolidation
The accompanying interim unaudited condensed consolidated financial statements (the “Interim Statements”) include the accounts of the Company and of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. These Interim Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The condensed consolidated balance sheets as of December 31, 2025 were derived from audited financial statements for the year then ended but do not include all of the information and footnotes required by GAAP with respect to annual financial statements. In the opinion of management, the Interim Statements include all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows for the dates and periods presented. It is recommended that these Interim Statements be read in conjunction with the Company’s audited annual consolidated financial statements and accompanying footnotes thereto for the year ended December 31, 2025. Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.
Cash, cash equivalents, and restricted cash
The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Restricted cash is reported as other current assets in the condensed consolidated balance sheets. Restricted cash reflects collateral against certain bank guarantees.
Investments
The Company holds investments in joint ventures, the majority of which are accounted for under the equity method of accounting as the Company does not exercise control over the joint ventures. The Company exercises control over one joint venture that is consolidated into the Company's financial statements and the results for that joint venture for the three months ended March 31, 2026 and 2025 were immaterial. The Company’s share of earnings from the non-consolidated joint ventures was $2 and $3 during the three months ended March 31, 2026 and 2025, respectively. The earnings are recorded within investment expense and other, net in the condensed consolidated statements of operations. The investment balances were $6 as of March 31, 2026 and December 31, 2025 and are recorded within other assets in the condensed consolidated balance sheets.
Stock Split
During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock. The Company retained the current par value of $0.0001 per share for all common shares. All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all historical periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
See discussion below for information pertaining to the effects of recent accounting pronouncements as updated from the discussion in the Company's Form 10-K filed on February 25, 2026.
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under FASB Accounting Standards Codification ("ASC") Topic 606. ASU 2025-05 is effective for the Company's annual and interim periods in fiscal years beginning after December 15, 2025, with
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early adoption permitted. The Company adopted this ASU on January 1, 2026, and it did not have a material impact on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which enhances the Codification to clarify accounting guidance, correct errors and make technical corrections. This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2026. Early adoption is permitted for all entities. The Company is currently evaluating the potential impact of adopting this ASU on its consolidated financial statements and disclosures but does not expect the impact to be material.
NOTE 3. BUSINESS COMBINATIONS
The Company regularly evaluates potential acquisitions that strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. Acquisitions are accounted for as business combinations using the acquisition method of accounting. As such, the Company makes a preliminary allocation of the purchase price to the tangible assets and identifiable intangible assets acquired and liabilities assumed. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Purchase price is allocated to acquired assets and liabilities assumed based upon their estimated fair values, with limited exceptions as permitted pursuant to GAAP, as determined based on estimates and assumptions deemed reasonable by the Company. The Company engages third-party valuation specialists to assist with preparation of critical assumptions and calculations of the fair value of acquired tangible and intangible assets in connection with significant acquisitions. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed is recorded as goodwill. Goodwill is attributable to the workforce of the acquired businesses, the complementary strategic fit and resulting synergies these businesses bring to existing operations, and the opportunities in new markets expected to be achieved from the expanded platform.
2026 Acquisitions
On February 2, 2026, the Company completed the acquisition of CertaSite, LLC ("CertaSite"), an inspection-first provider of fire and life safety services. The results of the CertaSite business are reported within the Company's Safety Services segment from the date of acquisition and were not material. Consideration transferred of $271 for CertaSite included cash paid at closing of $268 and cash deposited in escrow of $3.
During the three months ended March 31, 2026, the Company completed four individually immaterial acquisitions for aggregate consideration transferred of $25, made up of cash paid at closing of $19 and accrued consideration of $6. The results of operations of these acquisitions are included in the Company's condensed consolidated statements of operations from the date of acquisition and were not material.
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CertaSiteOther 2026 Acquisitions
Cash paid at closing$268 $19 
Cash deposited into escrow3 — 
Accrued consideration— 6 
Total net consideration$271 $25 
Cash and cash equivalents$3 $1 
Accounts receivable18 1 
Inventories6 — 
Contract assets3 — 
Other current assets1 — 
Operating lease right-of-use assets4 — 
Property and equipment7 — 
Intangible assets98 8 
Goodwill156 15 
Accounts payable(3)— 
Other accrued liabilities(4)— 
Operating and finance lease liabilities(7)— 
Other noncurrent liabilities (11)— 
Net assets acquired$271 $25 
The Company has not finalized its accounting for any of the acquisitions completed during 2026 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $122. See Note 6 – “Goodwill and Intangibles” for the provisional goodwill assigned to each segment.
2025 Acquisitions
During the year ended December 31, 2025, the Company completed 14 acquisitions for total net consideration transferred of $235, made up of cash paid at closing of $186, cash deposited into escrow of $17, and accrued consideration of $32. The results of operations of these acquisitions are included in the Company's consolidated statements of operations from their respective dates of acquisition and were not material.
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2025 Acquisitions
Cash paid at closing$186 
Cash deposited into escrow17 
Accrued consideration32 
Total net consideration$235 
Cash and cash equivalents$13 
Accounts receivable24 
Contract assets2 
Other current assets1 
Property and equipment3 
Intangible assets88 
Goodwill135 
Accounts payable(8)
Other accrued liabilities(13)
Contract liabilities(7)
Other noncurrent liabilities(3)
Net assets acquired$235 
The Company has not finalized its accounting for 13 of the acquisitions completed during 2025 and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement periods, as required. Based on preliminary estimates, the total amount of goodwill from acquisitions expected to be deductible for tax purposes is $118.
Accrued consideration
The Company’s acquisition purchase agreements typically include deferred payment provisions, often to sellers who become employees of the Company or its subsidiaries. The provisions are made up of three general types of arrangements, contingent compensation, contingent consideration (both of which are contingent on the future performance of the acquired entity), and deferred payments related to indemnities. Contingent compensation arrangements are typically contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period, which is typically one to four years. Contingent consideration arrangements are not contingent on employment and are included as part of purchase consideration at the time of the initial acquisition and are paid over a period of one to four years. The liability for deferred payments is recognized at the date of acquisition based on the Company’s best estimate and is typically payable over a period of one to three years. Deferred payments are not contingent on any future performance or employment obligations and can be offset for working capital true-ups and representations and warranty items.
The total contingent compensation arrangement liability was $7 as of March 31, 2026 and December 31, 2025. The maximum payout of these arrangements upon completion of the future performance periods was $15, inclusive of the $7, accrued as of March 31, 2026 and December 31, 2025. The contingent compensation liability is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented. The Company primarily determines the contingent compensation liability based on forecasted cumulative earnings compared to the cumulative earnings target set forth in the arrangement. Compensation expense associated with these arrangements is recognized ratably over the required employment period.
The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. For additional considerations regarding the fair value of the Company's contingent consideration liabilities, see Note 7 – "Fair Value of Financial Instruments."
The total liability for deferred payments was $44 and $39 as of March 31, 2026 and December 31, 2025, respectively, and is included in contingent consideration and compensation liabilities in the condensed consolidated balance sheets for all periods presented.
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NOTE 4. RESTRUCTURING
During 2022, the Company announced its multi-year Chubb restructuring program designed to drive efficiencies and synergies and optimize operating margin. The Chubb restructuring program included expenses related to workforce reductions, lease termination costs, and other facility rationalization costs. As of the second quarter of 2025, the Chubb restructuring program ended and no additional expenses have since been incurred.
The following table summarizes the Company's restructuring liabilities for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
20262025
Balance at beginning of period$13 $15 
Payments(3)(4)
Balance at end of period$10 $11 
In addition to the costs noted above, the Company incurred no asset write-down costs for the three months ended March 31, 2026 and 2025. The Company incurred program related costs of $0 and $2 for the three months ended March 31, 2026 and 2025, respectively.
NOTE 5. NET REVENUES
Contracts with customers
The Company derives net revenues primarily from contracts with a duration of less than one week to five years (with the majority of contracts with durations of less than six months), which are subject to multiple pricing options, including fixed price, unit price, time and material, or cost plus a markup. Net revenues are primarily recognized by the Company over time utilizing the cost-to-cost measure of progress. Net revenues recognized at a point in time primarily relate to distribution contracts and short-term time and material contracts. The Company also enters into fixed-price service contracts related to monitoring, maintenance, and inspection of safety systems.
The Company disaggregates its net revenues primarily by segment, service type, and country from which revenues are invoiced, as the nature, timing, and uncertainty of cash flows are relatively consistent within each of these categories. The following tables provide disclosure of disaggregated net revenues by segment for the three months ended March 31, 2026 and 2025. Disaggregated net revenues information is as follows:
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Three Months Ended March 31, 2026
Safety
Services		Specialty
Services		Consolidated
Life Safety$1,415 $— $1,415 
Infrastructure and Utility— 218 218 
Fabrication and Distribution— 82 82 
Specialty Contracting— 269 269 
Corporate and Eliminations— — (2)
Net revenues$1,415 $569 $1,982 
Three Months Ended March 31, 2025
Safety
Services		Specialty
Services		Consolidated
Life Safety$1,267 $— $1,267 
Infrastructure and Utility— 185 185 
Fabrication and Distribution— 70 70 
Specialty Contracting— 198 198 
Corporate and Eliminations— — (1)
Net revenues$1,267 $453 $1,719 
Three Months Ended March 31, 2026
Safety
Services		Specialty
Services		Corporate and
Eliminations 		Consolidated
United States$724 $569 $(2)$1,291 
France180 — — 180 
Other511 — — 511 
Net revenues$1,415 $569 $(2)$1,982 
Three Months Ended March 31, 2025
Safety
Services		Specialty
Services		Corporate and
Eliminations 		Consolidated
United States$627 $453 $(1)$1,079 
France161 — — 161 
Other479 — — 479 
Net revenues$1,267 $453 $(1)$1,719 
For in-process contracts, the aggregate amount of transaction price allocated to the unsatisfied performance obligations at March 31, 2026 was $3,772. The Company expects to recognize revenue on approximately 80% of the remaining performance obligations over the next twelve months.
Contract assets and liabilities
Contract assets and contract liabilities are classified as current in the condensed consolidated balance sheets as all amounts are expected to be relieved within one year. The balances of accounts receivable, net of allowances, contract assets, and contract liabilities from contracts with customers as of March 31, 2026 and December 31, 2025 are as follows:
Accounts
receivable,
net of
allowances		Contract
assets		Contract
liabilities
Balance at March 31, 2026$1,545 $538 $773 
Balance at December 31, 20251,563 484 694 
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The Company did not recognize significant revenues associated with the final settlement of contract value for any projects completed in prior periods. In accordance with industry practice, accounts receivable includes retentions receivable, a portion of which may not be received within one year. At March 31, 2026 and December 31, 2025, retentions receivable were $180 and $187, respectively, while the portions that may not be received within one year were $41 and $48, respectively.
NOTE 6. GOODWILL AND INTANGIBLES
Goodwill
The following table provides disclosure of goodwill by segment as of March 31, 2026 and December 31, 2025. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2026 are as follows:
Safety
Services		Specialty
Services		Total
Goodwill
Goodwill as of December 31, 2025$2,927 $240 $3,167 
Acquisitions171 — 171 
Foreign currency translation and other, net (1)
(14)2 (12)
Goodwill as of March 31, 2026$3,084 $242 $3,326 
(1)    Other includes immaterial measurement period adjustments recorded during the three months ended March 31, 2026 related to acquisitions for which the measurement period was open during the three months ended March 31, 2026 (see Note 3 – "Business Combinations").
Intangibles
The Company’s identifiable intangible assets are comprised of the following as of March 31, 2026 and December 31, 2025:
March 31, 2026
Weighted Average Remaining
Useful Lives
(in Years)		Gross
Carrying
Amount		Accumulated
Amortization 		Net Carrying
Amount
Amortized intangibles:
Contractual backlog0.6$169 $(168)$1 
Customer relationships8.41,975 (914)1,061 
Trade names and trademarks10.2819 (258)561 
Total$2,963 $(1,340)$1,623 
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December 31, 2025
Weighted Average Remaining
Useful Lives
(in Years)		Gross
Carrying
Amount		Accumulated
Amortization 		Net Carrying
Amount
Amortized intangibles:
Contractual backlog0.8$169 $(168)$1 
Customer relationships8.71,897 (869)1,028 
Trade names and trademarks10.6801 (246)555 
Total$2,867 $(1,283)$1,584 
Amortization expense recognized on identifiable intangible assets is as follows:
Three Months Ended March 31,
20262025
Cost of revenues$— $3 
Selling, general, and administrative expenses63 57 
Total intangible asset amortization expense$63 $60 
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
GAAP defines fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:
Level 1:Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2:Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3:Unobservable inputs that reflect the Company's own assumptions.
Recurring fair value measurements
The Company’s financial assets and liabilities (adjusted to fair value at least quarterly) are derivative instruments and contingent consideration obligations. In the condensed consolidated balance sheets, derivative instruments are primarily included in other assets and other noncurrent liabilities and contingent consideration obligations are primarily included in contingent consideration and compensation liabilities.
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The following tables summarize the fair values and levels within the fair value hierarchy in which the measurements fall for assets and liabilities measured on a recurring basis as of March 31, 2026 and December 31, 2025:
Fair Value Measurements at March 31, 2026
Financial assets:Level 1Level 2Level 3Total
Derivatives designated as hedge instruments:
Cash flow hedges:
Interest rate swaps$— $8 $— $8 
Cross currency contracts— 6 — 6 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 16 — 16 
Net investment hedges – cross currency contracts— 34 — 34 
Derivatives not designated as hedge instruments:
Foreign currency forward contracts— — — — 
Total$— $64 $— $64 
Financial liabilities:
Derivatives not designated as hedge instruments:
Foreign currency forward contracts$— $(1)$— $(1)
Contingent consideration obligations— — (16)(16)
Total$— $(1)$(16)$(17)
Fair Value Measurements at December 31, 2025
Financial assets:Level 1Level 2Level 3 Total
Derivatives designated as hedge instruments:
Cash flow hedges:
Interest rate swaps$— $1 $— $1 
Cross currency contracts— 3 — 3 
Foreign currency forward contracts— — — — 
Fair value hedges – cross currency contracts— 2 — 2 
Net investment hedges – cross currency contracts— 10 — 10 
Derivatives not designated as hedge instruments:
Foreign currency forward contracts— 1 — 1 
Total$— $17 $— $17 
Financial liabilities:
Derivatives not designated as hedge instruments:
Foreign currency forward contracts$— $(5)$— $(5)
Contingent consideration obligations— — (16)(16)
Total$— $(5)$(16)$(21)
The Company determines the fair value of its derivative instruments designated as hedge instruments using standard pricing models and market-based assumptions for all inputs, including yield curves and spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2.
Contingent consideration obligations
The value of the contingent consideration obligations is determined using a probability-weighted discounted cash flow method. This fair value measurement is based on unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., potential payment amounts, length of measurement periods, manner of calculating any amounts due) and utilizes assumptions
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with regard to future cash flows, probabilities of achieving such future cash flows, and a discount rate. Depending on the contractual terms of the purchase agreement, the probabilities of achieving future cash flows or earnings generally represent the only significant unobservable inputs. The contingent consideration obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings.
The table below presents a reconciliation of the fair value of the Company’s contingent consideration obligations that use unobservable inputs, as well as other information about the contingent consideration obligations:
Three Months Ended
March 31, 2026
Balance as of December 31, 2025$16 
Issuances2 
Settlements(1)
Adjustments to fair value(1)
Balance as of March 31, 2026$16 
Number of open contingent consideration arrangements at the end of the period10 
Maximum potential payout at the end of the period$18 
At March 31, 2026, the remaining open contingent consideration arrangements are set to expire at various dates through 2028. Level 3 unobservable inputs were used to calculate the fair value adjustments shown in the table above. The fair value adjustments and the related unobservable inputs were not considered significant for the three months ended March 31, 2026.
Fair value estimates
The following table presents the carrying amount and fair value of the Company’s variable and fixed rate debt (instruments defined in Note 10 – “Debt”), including current portions and excluding unamortized debt issuance costs. Fair value is estimated by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The interest rates of the variable interest rate long-term debt instruments are generally reset monthly, however can be set quarterly or semi-annually.
March 31, 2026December 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
2021 Term Loan$2,157 $2,154 $2,157 $2,162 
4.125% Senior Notes
337 318 337 327 
4.750% Senior Notes
277 266 277 271 
NOTE 8. DERIVATIVES
The Company uses foreign currency forward contracts, cross-currency swaps, and interest rate swaps to manage risks associated with foreign currency exchange rates, net investments in foreign operations, and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records derivatives as assets and liabilities on the condensed consolidated balance sheets at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge under ASC 815, Derivatives and Hedging. Cash flows from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the cash flows from items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.
The Company is exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts, cross currency swaps, and interest rate swap agreements. The Company monitors its exposure to credit risk by using credit approvals and credit limits and by selecting major global banks and financial institutions as counterparties. The Company does not enter into derivative transactions for trading purposes, and is not party to any derivatives that require collateral to be posted prior to settlement.
Certain of the Company’s derivative transactions are subject to master netting arrangements that allow the Company to net settle contracts with the same counterparties. These arrangements do not call for collateral and no cash collateral had been received or pledged related to the underlying derivatives as of March 31, 2026.
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The following table presents the fair value of derivative instruments:
March 31, 2026December 31, 2025
Outstanding Gross
Notional Amount		Other AssetsOther
Noncurrent Liabilities		Outstanding Gross
Notional Amount		Other AssetsOther
Noncurrent Liabilities
Derivatives designated as hedging instruments:
Cash flow hedges:     
Interest rate swaps$1,840 $8 $— $1,840 $1 $— 
Cross currency contracts120 6 — 120 3 — 
Foreign currency forward contracts— — — — — — 
Fair value hedges:     
Cross currency contracts689 16 — 689 2 — 
Net investment hedges:     
Cross currency contracts931 34 — 931 10 — 
Total derivatives designated as hedging instruments3,580 64 — 3,580 16 — 
Derivatives not designated as hedging instruments:
Foreign currency forward contracts76 — (1)312 1 (5)
Total derivatives$3,656 $64 $(1)$3,892 $17 $(5)
The following table presents the after tax effect of derivatives on the condensed consolidated statements of operations:
Amount of (income) expense recognized in income
DerivativesLocation of (income) expense
recognized in the condensed consolidated statements of operations		Three Months Ended March 31,
20262025
Cash flow hedging relationships:
Interest rate swapsInterest expense, net$— $(2)
Cross currency contractsInvestment expense and other, net(2)5 
Cross currency contractsInterest expense, net— (1)
Foreign currency forward contractsInvestment expense and other, net— — 
Fair value hedging relationships:
Cross currency contractsInvestment expense and other, net(10)17 
Cross currency contractsInterest expense, net(1)1 
Net investment hedging relationships:
Cross currency contractsInterest expense, net(4)(1)
Not designated as hedging instruments:
Foreign currency forward contractsInvestment expense and other, net— — 
Currency Effects
The expense (income) from derivatives designed to offset foreign currency revaluation, recorded in investment expense and other, net, are offset by foreign currency transaction gains and losses, resulting in a net loss of $1 and $0 for each of the three months ended March 31, 2026 and 2025, respectively.
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The following table presents the effect of cash flow and fair value hedge accounting on accumulated other comprehensive income (loss) ("AOCI"):
Amount of gain (loss)
recognized in other
comprehensive income		Location of gain (loss) reclassified from
AOCI into income		Amount of gain (loss)
reclassified from
AOCI into income
Three Months Ended March 31,Three Months Ended March 31,
Derivatives2026202520262025
Cash flow hedging relationships:
Interest rate swaps$5 $(11)Interest expense, net$— $— 
Cross currency contracts1 2 Investment expense and other, net2 (5)
Forward currency forward contracts— — Investment expense and other, net— — 
Fair value hedging relationships:
Cross currency contracts2 — Investment expense and other, net11 (13)
Interest expense, net— (2)
Net investment hedging relationships:
Cross currency contracts16 (3)Interest expense, net3 (1)
Cash flow hedges
For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Interest rate swaps
The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company uses interest rate swap contracts to separate interest rate risk management from the debt funding decision. The Company elected a method that does not require continuous evaluation of hedge effectiveness.
The Company has an aggregate $720 notional amount interest rate swap ("2026 Interest Rate Swap") and aggregate $400 notional swaps ("2028 Interest Rate Swap"). The 2026 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.59% over the term of the agreement, which matures in October 2026. The 2028 Interest Rate Swap exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.41% over the term of the agreements, which mature in January 2028.
During 2024, the Company entered into a $720 notional amount forward starting interest rate swap that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement, commencing in October 2026 and maturing in January 2029 ("2029 Interest Rate Swap"). Upon commencement, the 2029 Interest Rate Swap will cover the remainder of the interest payments starting in October 2026 to the maturity of the 2021 Term Loan.
As of March 31, 2026, the Company had $1,840 notional amount outstanding in the 2026 Interest Rate Swap, the 2028 Interest Rate Swap, and the 2029 Interest Rate Swap. The Company has designated these swaps as cash flow hedges of the interest rate risk attributable to forecasted variable interest (SOFR) payments for its SOFR based term loan of $2,157. As of March 31, 2026, the weighted average fixed rate of interest on these swaps was approximately 3.52%. Variations in the assets and liability balances related to the swaps are primarily driven by changes in the applicable forward yield curves related to SOFR.
Cross-currency swaps
The Company enters into cross-currency exchange contracts utilized to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to hedge exposures of certain intercompany loans subject to changes in foreign currency exchange rates. The Company periodically assesses whether its currency exchange contracts are effective,
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and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
During 2021, the Company entered into two cross-currency swaps designated as cash flow hedges with gross notional U.S. dollar ("USD") equivalent amounts of $26 and $94 with maturity dates of September 2027 and 2030, respectively.
Foreign currency forward contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on forecasted foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are designated as cash flow hedges. The changes in fair value of these contracts are recorded in other comprehensive income until the hedged items affect earnings, at which time the hedge gain or loss is reclassified into current earnings. The Company periodically assesses whether its currency exchange contracts are effective, and when a contract is determined to be no longer effective as a hedge, the Company discontinues hedge accounting prospectively.
Fair value hedges
The Company uses cross-currency swaps designated as fair value hedges to manage exposure from intercompany loans subject to foreign exchange risks. During 2024, an Australian dollars ("AUD") swap with a notional amount of $16 and a maturity date in June 2029 was added to the existing British pounds ("GBP"), Canadian dollars ("CAD" or "C$"), and Euros ("EUR" or "€") swaps, which had a total notional amount of $721 and a maturity date in January 2027. During 2025, the Company partially terminated its CAD swap, resulting in the reclassification of $2 of losses from AOCI to interest expense, net in its consolidated statements of operations. Following the partial termination of the CAD swap, the remaining notional amount outstanding was $689.
The Company measures the effectiveness of fair value hedges on a spot-to-spot basis. Accordingly, the spot-to-spot change in the derivative fair values are recorded in the consolidated statements of operations and perfectly offset the spot-to-spot change in the underlying intercompany loans, and as such, these hedges are deemed highly effective. The excluded component of the fair values of these derivatives is reported in AOCI within shareholders’ equity in the consolidated balance sheets. Any cash flows associated with these instruments are included in operating activities in the consolidated statements of cash flows.
Net investment hedges
The Company has net investments in foreign subsidiaries subject to changes in foreign currency exchange rates. During the second quarter of 2025, the Company entered into a $701 notional foreign currency swap designated as a net investment hedge ("2025 net investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries. In 2021, the Company entered into a $230 notional foreign currency swap designated as a net investment hedge ("2021 net investment hedge") for a portion of the Company’s net investments in Euro-denominated subsidiaries. Gains and losses resulting from a change in fair value of the net investment hedges are offset by gains and losses on the underlying foreign currency exposure and are included in AOCI in the condensed consolidated balance sheets. The Company evaluates the effectiveness of its net investment hedges at inception and on an ongoing basis. If a net investment hedge is no longer expected to be effective, the Company discontinues hedge accounting prospectively.
In 2021, the Company amended the critical terms of the 2021 net investment hedge by extending the maturity date to July 2029 and modifying the USD and EUR coupons. The amended swap was redesignated as a net investment hedge and is recorded at fair value with changes recorded in AOCI. The initial net investment hedge was dedesignated. The fair value previously recognized in AOCI related to interest rate movements of the dedesignated swap is being amortized to interest expense on a straight-line basis through the third quarter of 2029 and is less than $1 annually.
Foreign currency contracts
The Company utilizes foreign currency forward contracts to hedge the effect of foreign currency exchange rate fluctuations on confirmed foreign currency transactions, including inventory purchases and intercompany charges and other payments. These forward contracts are undesignated for hedge accounting purposes. The changes in fair value of these contracts are recorded in investment expense and other, net.
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NOTE 9. PROPERTY AND EQUIPMENT, NET
The components of property and equipment, net as of March 31, 2026 and December 31, 2025 are as follows:
Estimated
Useful Lives
(In Years)		March 31,
2026		December 31,
2025
LandN/A$21 $20 
Building3986 86 
Machinery, equipment, and office equipment
1-20
438 429 
Autos and trucks
4-10
149 138 
Leasehold improvements
1-15
64 65 
Total cost758 738 
Accumulated depreciation(357)(341)
Property and equipment, net$401 $397 
Depreciation expense related to property and equipment, including finance leases, was $21 and $20 during the three months ended March 31, 2026 and 2025, respectively. Depreciation expense is included within cost of revenues and selling, general, and administrative expenses in the condensed consolidated statements of operations.
NOTE 10. DEBT
Debt obligations consist of the following:
Maturity DateMarch 31,
2026		December 31,
2025
Term loan facility
2021 Term LoanJanuary 3, 2029$2,157 $2,157 
Revolving Credit FacilityMay 20, 2030— — 
Senior notes
4.125% Senior Notes
July 15, 2029337 337 
4.750% Senior Notes
October 15, 2029277 277 
Other obligations5 5 
Total debt obligations2,776 2,776 
Less: unamortized deferred financing costs(16)(17)
Total debt, net of deferred financing costs2,760 2,759 
Less: short-term and current portion of long-term debt(5)(5)
Long-term debt, less current portion$2,755 $2,754 
Term loan facility
As of March 31, 2026, the Company had $2,157 of principal outstanding under the incremental term loan (the "2021 Term Loan") with a maturity date of January 3, 2029. The interest rate applicable to the 2021 Term Loan is, at the Company's option, either (1) a base rate plus an applicable margin equal to 0.75% or (2) Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%.
The interest rate applicable to borrowings under the $750 five-year senior secured revolving credit facility (the “Revolving Credit Facility”) is, at the Company’s option, either (1) 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%.
As of March 31, 2026 and December 31, 2025, the Company had no amounts outstanding under the Revolving Credit Facility, and $745 was available at March 31, 2026 and December 31, 2025 after giving effect to $5 of outstanding letters of credit.
During 2025, the Company completed its Eighth Amendment to its credit agreement, which increased the Revolving Credit Facility from $500 to $750, extended the facility's maturity to five years from the date of the Eighth Amendment, reduced the
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applicable margin by 75 basis points, and eliminated the credit spread adjustment ("CSA"). The Company also completed its Seventh Amendment to its credit agreement, repricing the 2021 Term Loan. The repricing reduced the applicable margin on the 2021 Term Loan by 25 basis points.
During 2024, the Company completed its Sixth Amendment to its credit agreement, refinancing the 2021 Term Loan by increasing its principal amount by approximately $550, lowering the interest margin by 50 basis points, and removing the CSA. The Company also completed its Fifth Amendment to its credit agreement, upsizing its 2021 Term Loan by an aggregate principal amount equal to $300.
As of March 31, 2026 and December 31, 2025, the Company was in compliance with all applicable debt covenants.
Swap activity
As of March 31, 2026, the Company had the 2026 Interest Rate Swap with $720 of notional value, exchanging one-month SOFR for a fixed rate of 3.59% per annum and the 2028 Interest Rate Swap with aggregate $400 notional value, exchanging one-month SOFR for a rate of 3.41%. Accordingly, the Company's fixed interest rate per annum on the swapped $720 notional value of the term loans is 5.34% and the swapped $400 notional value of the term loans is 5.16% through the maturity of the swaps. The remaining $1,037 of the term loan balance will bear interest based on one-month SOFR plus 175 basis points, and the rate will fluctuate as SOFR fluctuates. During 2024, the Company entered into a $720 notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. Refer to Note 8 – "Derivatives" for additional information.
Senior notes
4.125% Senior Notes
During 2021, the Company completed a private offering of $350 aggregate principal amount of 4.125% Senior Notes (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 the Company and certain of the Company’s subsidiaries. The balance as of March 31, 2026 was $337.
4.750% Senior Notes
During 2021, the Company completed a private offering of $300 aggregate principal amount of 4.750% Senior Notes due 2029 (the "4.750% Senior Notes") issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company's subsidiaries. The balance as of March 31, 2026 was $277.
The Company was in compliance with all covenants contained in the indentures for the 4.125% Senior Notes and 4.750% Senior Notes as of March 31, 2026, and December 31, 2025.
Other obligations
As of March 31, 2026 and December 31, 2025, the Company had $5 in notes outstanding for working capital purposes and the acquisition of equipment and vehicles.
NOTE 11. INCOME TAXES
The Company’s quarterly income tax provision is measured using an estimate of its consolidated annual effective tax rate, adjusted in the current period for discrete income tax items, within the periods presented. The Company’s effective tax rate was 19.9% and 23.4% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the effective tax rate between the periods was primarily due to the current year increase in windfall tax benefit for vested shares. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended March 31, 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.
As of March 31, 2026, the Company’s deferred tax assets included a valuation allowance of $105 primarily related to certain net operating loss, capital loss, and tax credit carryforwards of the Company’s foreign subsidiaries. The factors used to assess the likelihood of realization were the past performance of the related entities, forecasts of future taxable income, future reversals of existing taxable temporary differences, and available tax planning strategies that could be implemented to realize the deferred tax assets. The ability or failure to achieve the forecasted taxable income in these entities could affect the ultimate realization of deferred tax assets.
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As of March 31, 2026, the Company had gross federal, state, and foreign net operating loss carryforwards of approximately $1, $20, and $68, respectively, foreign capital loss carryforwards of $216, and foreign credit carryforwards of $39. The federal net operating losses can be carried forward indefinitely. The state net operating losses have carryforward periods of five to twenty years and begin to expire in 2029. The foreign attributes generally have carryforward periods of twenty years, which begin to expire in 2026, or can be carried forward indefinitely, subject to utilization rules.
The Company’s liability for unrecognized tax benefits is recorded within other noncurrent liabilities in the condensed consolidated balance sheets and recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax provision in the condensed consolidated statements of operations. As of March 31, 2026, and December 31, 2025, the total gross unrecognized tax benefits were $9. The Company accrued gross interest and penalties as of March 31, 2026 and December 31, 2025 of $4. During the three months ended March 31, 2026 and 2025, the Company recognized net interest expense of less than $1 for both periods.
If all of the Company’s unrecognized tax benefits as of March 31, 2026 were recognized, $12 would impact the Company’s effective tax rate.
The Company files income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. As of March 31, 2026, with few exceptions, neither the Company nor its subsidiaries are subject to examination prior to tax year 2015. There are various other audits in state and foreign jurisdictions.
On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The legislation includes several changes to federal tax law including permanent extension of certain expiring Tax Cuts and Jobs Act provisions and modifications to US taxation of foreign activity. Certain provisions are effective for 2026. The Company has evaluated the impact of the legislation and incorporated the applicable tax provisions into its condensed consolidated financial statements for the current reporting period.
NOTE 12. EMPLOYEE BENEFIT PLANS
Defined benefit pension plans
The Company sponsors both funded and unfunded foreign defined benefit pension plans that cover a portion of the Company's employees, and the largest plans are closed to new participants and frozen for accrual of future service.
The components of the net periodic pension cost for the defined benefit pension plans are as follows:
Three Months Ended March 31,
20262025
Service cost$1 $1 
Interest cost16 16 
Expected return on plan assets(17)(17)
Amortization of actuarial losses6 5 
Net periodic pension cost$6 $5 
Multiemployer pension plans
Certain subsidiaries of the Company contribute amounts to multiemployer pension plans and other multiemployer benefit plans and trusts, which are recorded as a component of employee wages and salaries within cost of revenues on the condensed consolidated statements of operations. Contributions are generally based on fixed amounts per hour per employee for employees covered under these plans. Multiemployer plan contribution rates are determined annually and assessed on a pay-as-you-go basis based on union employee payrolls. Union payrolls cannot be determined for future periods because the number of union employees employed at a given time and the plans in which they participate vary depending upon the location, the number of ongoing projects, and the need for union resources in connection with those projects. Total consolidated contributions to multiemployer plans were $25 and $21 during the three months ended March 31, 2026 and 2025, respectively.
Profit sharing plans
The Company has a trustee-administered profit-sharing retirement plan covering substantially all of the Company's employees in the U.S. not covered by collective bargaining agreements and a profit sharing plan for employees in Canada (collectively, “Profit Sharing Plans”). The Profit Sharing Plans provide for annual discretionary contributions in amounts
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based on a performance grid as determined by the Company’s directors, which may be settled in shares of the Company's common stock or in cash. In connection with these plans, the Company recognized $11 and $9 in expense for shares distributed to eligible employees during the three months ended March 31, 2026 and 2025, respectively.
Employee stock purchase plan
Most of the Company’s employees in the U.S. and Canada, including named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of the Company’s common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company to purchase common stock at a price equal to 85% of the lesser of (i) the market value of the common stock on the first day of the offering period, or (ii) the market value of the common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than ten thousand dollars of common stock in a year under the ESPP. The Company recognized $2 of expense during the three months ended March 31, 2026 and 2025.
NOTE 13. RELATED-PARTY TRANSACTIONS
The Company incurred advisory fees of $1 during both the three months ended March 31, 2026 and 2025, in each case payable to Mariposa Capital, LLC, an entity owned by a co-chair of the Company’s Board of Directors. In addition, dividends for Series A Preferred Stock declared as of December 31, 2025 and December 31, 2024 were settled in 15,212,810 shares and 3,815,493 shares, respectively, issued during January 2026 and January 2025, respectively. The shares were issued to Mariposa Acquisition IV, LLC, a related entity that is controlled by a co-chair of the Company's Board of Directors.
From time to time, the Company also enters into other immaterial related-party transactions.
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation matters and is subject to claims from time to time from customers and various government entities. While it is not feasible to determine the outcome of any of these uncertainties, it is the opinion of management that their outcomes will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
Environmental obligations
The Company's operations are subject to environmental regulation by various authorities. The Company has accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of the amounts accrued is remote.
The outstanding liability for these obligations of $12 and $13 was included in other noncurrent liabilities as of March 31, 2026 and December 31, 2025, respectively.
NOTE 15. SHAREHOLDERS’ EQUITY AND REDEEMABLE CONVERTIBLE PREFERRED STOCK
Shareholders' equity
Series A Preferred Stock
The Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2026 ("Series A Preferred Stock"). As a result of the three-for-two stock split completed in the second quarter of 2025, the Series A Preferred Stock will be convertible into 6,000,000 shares of common stock upon conversion on the last day of 2026 pursuant to the Company’s Certificate of Incorporation.
Stock Repurchases
During the second quarter of 2025, the Company's Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $1,000 shares of the Company's common stock. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company's leadership based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the common stock. The share repurchase program is open-ended and does not require the Company to acquire any specific number of shares. It may be modified, suspended, extended, or terminated by the Company at any time without prior notice and may be executed through open-market purchases, privately negotiated transactions or otherwise, and the Company may enter into Rule 10b5-1 trading
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plans in connection with such repurchases. This new authorization replaces the Company's previous share repurchase authorization announced in 2024 ("2024 SRP"). Prior to the new authorization, the Company repurchased 3,095,573 shares of common stock for approximately $75 under the 2024 SRP. During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock. As of March 31, 2026, the Company had $1,000 of authorized repurchases remaining under the 2025 SRP.
Authorized Shares
During the second quarter of 2025, upon the recommendation of the Company's Board of Directors, the Company's shareholders approved an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock, par value $0.0001 per share, from 500,000,000 to 1,000,000,000 shares.
Stock Split
During the second quarter of 2025, the Company executed a three-for-two stock split by issuing a stock dividend of one-half of one share of common stock for each share of common stock. No shares of common stock were issued to the holders of the Company’s Series A Preferred Stock in connection with the stock split. The Series A Preferred Stock will convert to 6,000,000 shares of common stock upon conversion as a result of the stock split. The Company retained the current par value of $0.0001 per share for all common shares. All references to the number of shares outstanding, issued shares, and per share amounts of the Company’s common shares have been restated to reflect the effect of the stock split for all historical periods presented in the Company’s accompanying condensed consolidated financial statements and footnotes thereto.
NOTE 16. EARNINGS PER SHARE
Net income is allocated between the Company’s common shares and other participating securities based on their participation rights. The Series A Preferred Stock represent participating securities. Earnings attributable to Series A Preferred Stock are not included in earnings attributable to common shares in calculating earnings per common share (the two-class method). For periods of net loss, there is no impact from the two-class method on earnings per share (“EPS”) as net loss is allocated to common shares because Series A Preferred Stock shares are not contractually obligated to share the loss.
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The following table sets forth the computation of earnings per common share using the two-class method. The dilutive effect of outstanding Series A Preferred Stock and the Series A Preferred Stock dividend is reflected in diluted EPS using the if-converted method and restricted shares and performance shares are reflected using the treasury stock method. For periods of net loss, basic and diluted EPS are the same, as the assumed exercise of Series A Preferred Stock, restricted shares, and performance shares are anti-dilutive. (Amounts in millions, except share and per share amounts.)
Three Months Ended March 31,
20262025
Basic earnings per common share:
Net income$57 $35 
Income allocable to Series A Preferred Stock(6)(4)
Net income attributable to common shareholders$51 $31 
Weighted average shares outstanding - basic431,490,373415,850,831
Income per common share - basic$0.12 $0.07 
Diluted earnings per common share:
Net income$57 $35 
Income allocable to Series A Preferred Stock(6)(4)
Net income attributable to common shareholders - diluted$51 $31 
Weighted average shares outstanding - basic431,490,373415,850,831
Dilutive securities: (1)
Restricted stock units1,701,7251,564,750
Shares issuable pursuant to the Series A Preferred Stock dividend (2)
1,888,366 — 
Weighted average shares outstanding - diluted435,080,464417,415,581
Income per common share - diluted$0.12 $0.07 
(1)For all periods presented, 4,000,000 shares of Series A Preferred Stock were excluded from the calculation of diluted shares as their inclusion would be anti‑dilutive. These shares are convertible to 6,000,000 common shares, as a result of the June 30, 2025 stock split. For additional information regarding the stock split, see Note 15 – "Shareholders' Equity and Redeemable Convertible Preferred Stock."
(2)For the three months ended March 31, 2026, dilutive securities include common share equivalents which represent the annual dividend, payable in the form of common shares or cash at the Company's sole option, that Series A Preferred Shares would be entitled to receive assuming that the volume weighted average price of the Company’s common shares for the last ten trading days of the period would be the same average price during the last ten trading days of the calendar year. The holders of the Series A Preferred Stock are entitled to receive an annual dividend based on the increase in the market price of the Company’s common stock (the "Annual Dividend Amount"). The Annual Dividend Amount is equal to 20% of the increase in the volume-weighted average market price per share of the Company’s common shares for the last ten trading days of the calendar year, multiplied by 211,791,957 shares. During 2026, the Annual Dividend amount was calculated based on the appreciation of the Company’s share price over the highest previously used share price of $38.8096.
NOTE 17. SEGMENT INFORMATION
The Company manages its operations under three operating segments which represent the Company’s two reportable segments: Safety Services, comprised of the North American Life Safety and International Life Safety operating segments, and Specialty Services. This structure is generally comprised of various businesses related to contracted services, inspections, and monitoring of industrial and commercial facilities. The segments have separate management and have results that are regularly reviewed by the Chief Executive Officer and President, who acts as the Company's Chief Operating Decision Maker (“CODM”), for the purpose of allocating resources and evaluating performance, identifying them as separate reportable segments.
The Safety Services segment focuses on fire protection solutions, electronic security systems, and elevators and escalators, including the design, installation, inspection, service, and monitoring of these life safety systems. The work performed within this segment spans across a diverse mix of end markets with a focus on high tech services, advanced manufacturing, healthcare, fulfillment and distribution centers, and critical infrastructure.
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The Specialty Services segment provides a variety of specialty contracting, fabrication and distribution, and infrastructure and utility services. The work within this segment spans across a diverse mix of end markets with a focus on critical infrastructure, high tech services, and healthcare throughout North America.
The accounting policies of the reportable segments are the same as those described in Note 1 – “Basis of Presentation and Significant Accounting Policies.” All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals, and eliminations between segments are separately presented.
Segment earnings is the measure of profitability used by the CODM to manage the segments and, accordingly, in segment reporting. Segment earnings is defined as earnings before interest, taxes, depreciation, and amortization and after adjustments for non-recurring items. Adjustments include expenses that management deems are non-recurring in nature and not indicative of the Company’s core operating results. These adjustments include contingent consideration and compensation, non-service pension cost, systems and business enablement expenses, business process transformation expenses, acquisition and divestiture related expenses, restructuring program related costs, and other miscellaneous items.
The CODM establishes budgets for the segments, including growth of segment earnings. The CODM considers segment earnings budget-to-actual variances when making decisions about allocating capital to the segments. Segment earnings is also used in the compensation of certain employees and to assess the performance of each segment by regularly comparing the results of each segment with forecasted amounts. The CODM uses segment earnings to evaluate its performance, both internally and as compared with its peers, because it excludes certain items that may not be indicative of the Company’s core operating results for its reportable segments. The CODM does not review assets and capital expenditures by segment.
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Summarized financial information for the Company’s reportable segments are presented and reconciled to consolidated financial information in the following tables, including a reconciliation of segment earnings to income before income taxes:
Three Months Ended March 31, 2026
Safety
Services		Specialty
Services		Total
Revenues from external customers$1,415 $567 $1,982 
Intersegment revenues— 2 2 
Net revenues1,415 569 1,984 
Reconciliation of revenue:
Elimination of intersegment revenues(2)
Total consolidated revenues$1,982 
Less: (a)
Segment cost of revenues(b)
888 476 
Segment operating expenses (c)
306 67 
Plus:
Segment other income/expense— 3 
Depreciation9 10 
Segment earnings$230 $39 $269 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
(34)
Interest expense, net(30)
Depreciation(21)
Amortization(63)
Contingent consideration and compensation— 
Non-service pension cost
(5)
Systems and business enablement
(27)
Business process transformation expenses— 
Acquisition and divestiture related expenses
(19)
Restructuring program related costs— 
Other1 
Income before income taxes$71 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.

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Three Months Ended March 31, 2025
Safety
Services		Specialty
Services		Total
Revenues from external customers$1,267 $452 $1,719 
Intersegment revenues— 1 1 
Net revenues1,267 453 1,720 
Reconciliation of revenue:
Elimination of intersegment revenues(1)
Total consolidated revenues$1,719 
Less: (a)
Segment cost of revenues (b)
798 377 
Segment operating expenses (c)
278 62 
Plus:
Segment other income/expense— 4 
Depreciation8 11 
Segment earnings$199 $29 $228 
Reconciliation of profit/(loss):
Corporate/other profit/(loss) (d)
(35)
Interest expense, net(38)
Depreciation(20)
Amortization(60)
Contingent consideration and compensation(1)
Non-service pension cost
(4)
Systems and business enablement
(12)
Business process transformation expenses(4)
Acquisition and divestiture related expenses
(3)
Restructuring program related costs(3)
Other(2)
Income before income taxes$46 
(a)     The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown and amortization expense is excluded from the amounts shown.
(b)     Segment cost of revenues consists of costs such as direct labor, materials, subcontract costs and indirect costs related to contract performance, adjusted for non-recurring items.
(c)     Segment operating expenses consist primarily of compensation and associated costs for sales and corporate marketing, administrative expenses associated with accounting, finance, legal, information systems, leadership development, and other corporate expenses, adjusted for non-recurring items.
(d)     Corporate/other profit/(loss) includes amounts related to corporate functions such as administrative costs, professional fees, and other discrete items.
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NOTE 18. SUBSEQUENT EVENTS
On April 17, 2026, the Company signed a definitive agreement to acquire Wtech Fire Group (“Wtech”), a comprehensive provider of fire protection, suppression, and detection solutions across Europe. Wtech will be acquired for approximately €324 in cash, subject to working capital and other standard adjustments. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.
On April 22, 2026, the Company signed a definitive agreement to acquire Onyx-Fire Protection Services Inc. (“Onyx-Fire”), an inspection-first provider of fire and life safety services in Canada, from funds managed by Blackstone Tactical Opportunities. Onyx-Fire will be acquired for approximately C$725 in cash, subject to working capital and other standard adjustments. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms.
These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements regarding, as of the date such statements are made:
•our beliefs and expectations regarding our business strategies and competitive strengths;
•our beliefs regarding procurement challenges and the nature of our contractual arrangements and renewal rates and their impact on our future financial results;
•our beliefs regarding our acquisition and divestiture platform and ability to execute acquisitions and divestitures and successfully integrate strategic acquisitions;
•our beliefs regarding the future demand for our services, the seasonal and cyclical volatility of our business, financial condition, results of operations, and cash flows;
•our beliefs regarding the recurring and repeat nature of our business, customers and revenues, and its impact on our cash flows and organic growth opportunities and our belief that it helps mitigate the impact of economic downturns;
•our intent to continue to grow our business, both organically and through acquisitions, and our beliefs regarding the impact of our business strategies on our growth;
•our beliefs regarding our customer relationships and plans to grow existing business and expand service offerings;
•our beliefs regarding our ability to pass along price increases in supplies and materials to our customers;
•our expectations regarding the cost of compliance with laws and regulations;
•our expectations regarding labor matters;
•our beliefs regarding market risk, including our exposure to foreign currency fluctuations, and our ability to mitigate that risk;
•our expectations and beliefs regarding accounting and tax matters;
•our beliefs regarding the effectiveness of the design and operation of our internal control over financial reporting;
•our expectations regarding future capital expenditures;
•our expectations regarding our enterprise resource planning systems implementations;
•our expectations regarding future pension contributions; and
•our beliefs regarding the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report and in our Annual Report on Form 10-K, filed on February 25, 2026, including those described under “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in such Form 10-K, and other filings we make with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this quarterly report may not occur, and actual results could differ materially and
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adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the following:
•we operate in both domestic and international markets, which subjects us to economic, political, and other risks;
•we may not implement our new enterprise resource planning systems successfully, on time, and on budget;
•as we increase our reliance on cloud-based applications and platforms to operate our businesses, any disruption or interference with these platforms could adversely affect our financial condition and results of operations;
•improperly managed projects or project delays may result in additional costs or claims against us;
•we are a decentralized company and place significant decision-making authority with our subsidiaries’ leadership, supported by certain integrated policies and processes;
•as part of our business strategy, we rely on our ability to successfully execute acquisitions and divestitures and to integrate acquired businesses into our operations, and our inability to do so could adversely affect our business and results of operations;
•higher interest rates increase the interest costs on our credit facilities and on our other floating rate indebtedness and could impact adversely our ability to refinance existing indebtedness or to sell assets;
•adverse developments in the credit markets could adversely affect funding of significant projects and our ability to secure financing, take advantage of acquisition opportunities, or achieve our growth objectives;
•our level of indebtedness, and the associated compliance obligations contained in the financial covenants in our credit facilities and restrictions on our operations set forth in the Credit Agreement (as later defined), increases the potential negative impact of interest rate increases and creates risks to our cash flow and operating flexibility;
•a significant portion of our revenue is recognized over time based on estimates of contract revenue, costs, and profitability, and our reliance on such projections carries risk of a reduction or reversal of previously recorded revenue or profits;
•we are self-insured against many potential liabilities, which makes estimating our future expenses for claims difficult and which increases the financial risks associated with the realization of such potential liabilities;
•we carry a significant amount of goodwill, identifiable intangible assets, and fixed assets that are subject to impairment in the future under certain circumstances;
•any shortfalls in our operation and maintenance of effective controls over financial reporting creates certain risks;
•we may not accurately estimate the costs associated with services provided under fixed price contracts;
•a portion of our contracts allocate the risks of price increases in supplies and materials to us;
•our contracts portfolio contains many highly-regulated government contracts and guaranties of subsidiary contracts, which present elevated risks in the event of contract breach, as well as elevated risks in the event of changes in spending or budgetary priorities, or delays in contract awards;
•our backlog is subject to reduction or cancellation, and revenues may be realized in different periods than initially reflected in backlog;
•we maintain a workforce based upon current and anticipated workloads. We could incur significant costs and reduced profitability from underutilization of our workforce if we do not receive future contract awards, if contract awards are delayed, or if there is a significant reduction in the level of services we provide. Additionally, shortages of skilled labor could impede our ability to provide timely, cost-effective services to our customers;
•a large portion of our workforce is covered by collective bargaining agreements, works council arrangements and pension plans, which limits our discretion in the management of covered employees, carries a risk of strikes or other concerted activities that may impair our operations, subjects us to potential works council claims and litigation and imposes obligations to fund certain pension plans;
•we are vulnerable to the economic conditions affecting the industries we serve, including the construction, technology, energy exploration, and related industries, which present risks of a decline in demand for our
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services or in the financial condition of our customers and their ability and willingness to invest in infrastructure projects;
•a portion of our expected future growth is based on the ability and willingness of public and private entities to invest in infrastructure;
•our business is subject to operational hazards due to the nature of services we provide and the conditions in which we operate, including some factors which may be outside of our control, including electricity, fires, explosions, mechanical failures and weather-related incidents;
•in our business we face regular litigation across a broad range of claims, including health, safety, and environmental regulation proceedings, as well as costs related to damages we may be assessed relating to our contractual obligations, or as a result of product liability claims against our customers;
•our success ultimately depends on our ability to successfully compete in the highly competitive industries and markets we serve, which may be jeopardized by the loss of key senior leadership personnel or a shortage of highly skilled personnel;
•certain of the markets we serve are seasonal, and our projects can be negatively impacted by poor or extreme weather;
•we operate as a holding company, and as such rely on our subsidiaries to provide cash for our operations and obligations, including distributions and dividends, if any;
•we have outstanding equity instruments that require us to issue additional shares of common stock in the future and we may issue additional preferred stock or make other changes to our ownership structure to generate additional capital. These activities may dilute your ownership interests and, among other reasons, reduce the value of our common stock;
•we may issue preferred stock in the future and the terms of the preferred stock may reduce the value of our common stock;
•as part of our incorporation and bylaws in Delaware, we are subject to certain provisions that limit stockholders' actions;
•our stock price may be volatile and, as a result, stockholders could lose a significant portion or all of their investment;
•we maintain confidential data and information which exposes us to risks associated with cybersecurity incidents and compliance with data privacy and security laws, identity protection and information security; and
•we face risks associated with deterioration in our performance of services, increases in healthcare costs, significant employee misconduct, adverse regulatory changes and changes in accounting principles, all of which may negatively impact our operations and financial results.
The factors identified above are believed to be important factors, but not necessarily all of the important factors, which could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this quarterly report. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this quarterly report and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section should be read in conjunction with the interim unaudited condensed consolidated financial statements (the "Interim Statements") and related notes included in this quarterly report, and the Company's 2025 audited annual consolidated financial statements, the related notes thereto and under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and other disclosures contained in our Annual Report on Form 10-K, including financial results for the year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under the “Cautionary Note Regarding Forward Looking Statements” section of this quarterly report.
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.
Unless the context otherwise requires, all references in this section to “APG,” the “Company,” “we,” “us,” and “our” refer to APi Group Corporation and its subsidiaries.
Overview
We are 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. We provide statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders that deliver innovative solutions to our customers.
We operate our business under three primary operating segments, two of which aggregate into a single reportable segment, resulting in two reportable segments:
•Safety Services – A leading provider of safety services in North America, Europe, and Asia-Pacific, focusing on fire protection solutions, electronic security systems, and elevators and escalators, including design, installation, inspection, service, and monitoring of these systems. The work performed within this segment spans across a diverse mix of end markets with a focus on high tech services, advanced manufacturing, healthcare, fulfillment and distribution centers, and critical infrastructure.
•Specialty Services – A leading provider of a variety of specialty contracting, fabrication and distribution, and infrastructure and utility services. The work within this segment spans across a diverse mix of end markets with a focus on high tech services, healthcare, and critical infrastructure throughout North America.
We focus on growing our recurring revenue streams and repeat business from a diverse set of long-standing customers across a variety of end markets, which we believe provides us with stable cash flows and a platform for organic growth. We believe inspection, service, and monitoring revenues are generally more predictable through contractual arrangements with typical terms ranging from days to five years, with the majority having short durations and are often recurring due to consistent renewal rates and long-standing customer relationships.
For financial information about our segments see Note 17 – “Segment Information” to our condensed consolidated financial statements included herein.
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RECENT DEVELOPMENTS AND CERTAIN FACTORS AND TRENDS AFFECTING OUR RESULTS OF OPERATIONS
Acquisitions
For information about our acquisition activity, see Note 3 – "Business Combinations" to our condensed consolidated financial statements included herein.
Economic, Industry and Market Factors
We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions can positively or negatively affect demand for our customers’ products and services, which can impact their planned capital and maintenance budgets in certain end markets. Market, regulatory, and industry factors could affect demand for our services. Availability of transportation and transmission capacity and fluctuations in market prices for energy and other fuel sources can also affect demand for our services for pipeline and power generation construction services. These fluctuations, as well as the highly competitive nature of our industries, have resulted, and may continue to result, in lower proposals and lower profit on the services we provide. Increased volatility in the global economy, and the increased tariffs on imported goods by the United States, Canada, and other countries, may also impact the financial results of some of our businesses. These tariffs have a direct impact on the cost of certain materials utilized in the services we provide and will increase the overall cost of projects which could lower project activity and impact the demand for our services. In the face of increased cost pressure on key materials or other market developments, we strive to maintain our profit margins through productivity improvements, cost reduction programs, pricing adjustments, and business streamlining efforts. Increased competition for skilled labor resources and higher labor costs can reduce our profitability and impact our ability to deliver timely service to our customers. We could experience supply chain disruptions, which could negatively impact the source and supply of materials needed to perform our work. In addition, fluctuations in foreign currencies may have an impact on our financial position and results of operations. However, we believe that our exposure to transactional gains or losses resulting from changes in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In cases where operational transactions represent a material currency risk, we generally enter into cross-currency swaps. Refer to Note 8 – "Derivatives" to our condensed consolidated financial statements included in this quarterly report for additional information on our hedging activities. While we actively monitor economic, industry and market factors that could affect our business, we cannot predict the effect that changes in such factors may have on our future consolidated results of operations, liquidity, and cash flows, and we may be unable to fully mitigate, or benefit from, such changes.
Effect of Seasonality and Cyclical Nature of Business
Our net revenues and results of operations can be subject to variability stemming from seasonal and other variations. Seasonal variations can be influenced by weather conditions impacting customer spending patterns, contract award seasons, and project schedules, as well as the timing of holidays. Consequently, net revenues for our businesses are typically lower during the first and second quarters due to the prevalence of unfavorable weather conditions within our North American companies, which can cause project delays and affect productivity.
Additionally, the industries we serve can be cyclical. Fluctuations in end-user demand, or in the supply of services within those industries, can affect demand for our services. As a result, our businesses may be adversely affected by industry declines or by delays in new projects. Variations or unanticipated changes in project schedules in connection with large projects can create fluctuations in net revenues.
Recent Accounting Pronouncements
A summary of recent accounting pronouncements is included in Note 2 – “Recent Accounting Pronouncements” to our condensed consolidated financial statements included herein.
DESCRIPTION OF KEY LINE ITEMS
Net revenues
Net revenues are generated from the sale of various types of contracted services, fabrication, and distribution. We derive net revenues primarily from services under contractual arrangements with durations ranging from days to five years, with the majority having short durations, and which may provide the customer with pricing options that include a combination of fixed, unit, or time and material pricing. Net revenues for fixed price agreements are generally recognized
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over time using the cost-to-cost method of accounting which measures progress based on the cost incurred to total expected cost in satisfying our performance obligation.
Net revenues from time and material contracts are recognized as the services are provided. Net revenues earned are based on total contract costs incurred plus an agreed upon markup. Net revenues for these cost-plus contracts are recognized over time on an input basis as labor hours are incurred, materials are utilized, and services are performed. Net revenues from wholesale or retail unit sales are recognized at a point-in-time upon shipment.
Cost of revenues
Cost of revenues consists of direct labor, materials, subcontract costs, and indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. Labor costs are considered to be incurred as the work is performed. Subcontractor labor is recognized as the work is performed.
Gross profit
Our gross profit is influenced by direct labor, materials, and subcontract costs. Our profit margins are also influenced by raw material costs, contract mix, weather, and proper coordination with contract providers. Labor-intensive contracts usually drive higher margins than those contracts that include material, subcontract, and equipment costs.
Selling, general, and administrative ("SG&A") expenses
Selling expenses consist primarily of compensation and associated costs for sales and advertising, trade shows, and corporate marketing. General and administrative expenses consist primarily of compensation and associated costs for executive management, personnel, facility leases, impairment, administrative expenses associated with accounting, finance, legal, information systems, leadership development, human resources, and risk management and overhead associated with these functions. General and administrative expenses also include outside professional fees and other corporate expenses.
Investment expense and other, net
Investment expense and other, net includes income and expense from foreign currency forward contracts, cross-currency swaps, joint ventures, non-service pension cost, and other miscellaneous items including loss (gains) on extinguishment of debt. Non-service pension cost reflects the sum of the components of pension expense not related to service expense, i.e., interest expense, expected return on assets, and amortization of prior service costs and actuarial gains and losses.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
For information regarding our Critical Accounting Policies, see the “Critical Accounting Policies” 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.
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RESULTS OF OPERATIONS
The following is a discussion of our financial condition and results of operations during the three months ended March 31, 2026 and the three months ended March 31, 2025.
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
Three Months Ended March 31,Change
($ in millions)20262025$%
Net revenues$1,982 $1,719 $263 15.3 %
Cost of revenues1,362 1,177 185 15.7 %
Gross profit620 542 78 14.4 %
Selling, general, and administrative expenses517 458 59 12.9 %
Operating income103 84 19 22.6 %
Interest expense, net30 38 (8)(21.1)%
Investment expense and other, net2 — 2 NM
Other expense, net32 38 (6)(15.8)%
Income before income taxes71 46 25 54.3 %
Income tax provision14 11 3 27.3 %
Net income$57 $35 $22 
NM = Not meaningful
Net revenues
Net revenues for the three months ended March 31, 2026 were $1,982 million compared to $1,719 million for the same period in 2025, an increase of $263 million or 15.3%. The increase in net revenues was driven by solid growth in inspection, service, and monitoring revenues, growth in project revenues, acquisitions, pricing improvements, and impacts of foreign exchange translation.
Gross profit
The following table presents our gross profit (net revenues less cost of revenues) and gross margin (gross profit as a percentage of net revenues) for the three months ended March 31, 2026 and 2025, respectively:
Three Months Ended March 31,Change
($ in millions)20262025$%
Gross profit$620 $542 $78 14.4%
Gross margin31.3%31.5%
Gross profit for the three months ended March 31, 2026 was $620 million compared to $542 million for the same period in 2025, an increase of $78 million or 14.4%. Gross margin for the three months ended March 31, 2026 was 31.3%, a decrease of 20 basis points compared to the prior year period. The decrease was primarily driven by business mix, partially offset by disciplined customer and project selection and pricing improvements.
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Operating expenses
The following table presents operating expenses for the three months ended March 31, 2026 and 2025, respectively:
Three Months Ended March 31,Change
($ in millions)20262025$%
Selling, general, and administrative expenses$517 $458 $59 12.9%
SG&A expenses as a % of net revenues26.1%26.6%
SG&A expenses (excluding amortization) (non-GAAP)$454 $401 $53 13.2%
SG&A expenses (excluding amortization) as a % of net revenues (non-GAAP)22.9%23.3%
Selling, general, and administrative expenses
SG&A expenses for the three months ended March 31, 2026 were $517 million compared to $458 million for the same period in 2025, an increase of $59 million. SG&A expenses as a percentage of net revenues was 26.1% during the three months ended March 31, 2026 compared to 26.6% for the same period in 2025. The increase in SG&A expenses was primarily driven by non-recurring systems and business enablement expenses, SG&A expenses from acquisitions completed during the prior 12 months, and investments to support growth. Our SG&A expenses excluding amortization for the three months ended March 31, 2026 were $454 million, or 22.9% of net revenues, compared to $401 million, or 23.3% 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 strong revenue growth. See the discussion and reconciliation of our non-GAAP financial measures below.
Interest expense, net
Interest expense was $30 million and $38 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in interest expense was primarily due to a decrease in floating rates and benefits from certain derivative transactions.
Investment expense and other, net
Investment expense and other, net was $2 million for the three months ended March 31, 2026 compared to $0 million of expense for the same period of 2025. The change in investment expense and other, net was primarily due to a loss associated with the impact of foreign currency exchange rates and an increase in non-service pension cost in the current year compared to the prior year.
Income tax provision
The effective tax rate for the three months ended March 31, 2026 was 19.9% compared to 23.4% in the same period of 2025. The decrease in the effective tax rate between the periods was primarily due to the current year increase in windfall tax benefit for vested shares. The difference between the effective tax rate and the statutory U.S. federal income tax rate of 21.0% for the three months ended March 31, 2026 and 2025 is due to the windfall tax benefit for vested shares partially offset by nondeductible permanent items, taxes on foreign earnings in jurisdictions that have higher tax rates, and state taxes.
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Net income and adjusted EBITDA
The following table presents net income and adjusted EBITDA for the three months ended March 31, 2026 and 2025, respectively:
Three Months Ended March 31,Change
($ in millions)20262025$%
Net income$57 $35 $22 62.9%
Adjusted EBITDA (non-GAAP)235 193 42 21.8%
Net income as a % of net revenues2.9%2.0%
Adjusted EBITDA as a % of net revenues11.9%11.2%
Net income for the three months ended March 31, 2026 was $57 million compared to $35 million for the same period in 2025, an increase of $22 million. The net income improvement is primarily attributable to strong revenue growth previously referenced, partially offset by the increase in SG&A expenses discussed above. Net income as a percentage of net revenues for the three months ended March 31, 2026 and 2025 was 2.9% and 2.0%, respectively. Adjusted EBITDA for the three months ended March 31, 2026 was $235 million compared to $193 million for the same period in 2025, an increase of $42 million. The growth in adjusted EBITDA was driven by the same factors discussed above.
Segment Results for the three months ended March 31, 2026 compared to the three months ended March 31, 2025
Net Revenues
Three Months Ended March 31,Change
($ in millions)20262025$%
Safety Services$1,415 $1,267 $148 11.7 %
Specialty Services569 453 116 25.6 %
Corporate and Eliminations(2)(1)NMNM
$1,982 $1,719 $263 15.3 %
Segment Earnings
Three Months Ended March 31,Change
($ in millions)20262025$%
Safety Services$230 $199 $31 15.6%
Safety Services segment earnings as a % of net revenues16.3 %15.7 %
Specialty Services$39 $29 $10 34.5%
Specialty Services segment earnings as a % of net revenues6.9 %6.4 %
Corporate and Eliminations$(34)$(35)NMNM
Adjusted EBITDA (non-GAAP)$235 $193 $42 21.8%
NM = Not meaningful
The following discussion breaks down the net revenues and segment earnings by reportable segment for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Safety Services
Safety Services net revenues for the three months ended March 31, 2026 increased by $148 million or 11.7% 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.
Safety Services segment earnings as a percentage of net revenues for the three months ended March 31, 2026 and 2025 was approximately 16.3% and 15.7%, respectively. The increase was primarily driven by disciplined customer and
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project selection and pricing improvements, resulting in margin expansion in inspection, service, and monitoring revenues and project revenues, and favorable SG&A leverage.
Specialty Services
Specialty Services net revenues for the three months ended March 31, 2026 increased by $116 million or 25.6% compared to the same period in 2025. The increase was driven by growth in both project and service revenues.
Specialty Services segment earnings as a percentage of net revenues for the three months ended March 31, 2026 and 2025 was approximately 6.9% and 6.4%, respectively. The increase was primarily due to favorable fixed cost absorption, partially offset by mix.
Non-GAAP Financial Measures
We supplement our reporting of consolidated financial information determined in accordance with GAAP with SG&A expenses (excluding amortization) and adjusted EBITDA (defined below), which are non-GAAP financial measures. We use these non-GAAP financial measures to evaluate our performance, both internally and as compared with our peers, because they exclude certain items that may not be indicative of our core operating results. Management believes these measures are useful to investors since they (a) permit investors to view our performance using the same tools that management uses to evaluate our past performance and prospects for future performance, (b) permit investors to compare us with our peers, (c) in the case of adjusted EBITDA, determine certain elements of management’s incentive compensation, and (d) provide consistent period-to-period comparisons of the results.
These non-GAAP financial measures, however, have limitations as analytical tools and should not be considered in isolation from, a substitute for, or superior to, the related financial information we report in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses, gains, and other non-recurring items that are required by GAAP to be recorded in our financial statements and may not be comparable to similarly titled measures of other companies due to potential differences in calculation methods. In addition, these measures are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. Investors are encouraged to review the following reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures and not to rely on any single financial measure to evaluate our business.
SG&A expenses (excluding amortization)
SG&A expenses (excluding amortization) is a measure of operating costs used by management to manage the business. We believe this non-GAAP measure provides meaningful information and helps investors understand our core selling, general, and administrative expenses excluding acquisition-related amortization expense charges to better enable investors to understand our financial results and assess our prospects for future performance.
The following table presents a reconciliation of SG&A expenses to SG&A expenses (excluding amortization) for the periods indicated:
Three Months Ended March 31,
($ in millions)20262025
Reported SG&A expenses$517 $458 
Adjustments to reconcile to SG&A expenses to SG&A expenses (excluding amortization)
Amortization expense(63)(57)
SG&A expenses (excluding amortization)$454 $401 
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) is the measure of profitability used by management to manage the business. Adjustments include expenses that are non-recurring in nature and that may not be indicative of the Company’s core operating results, including contingent consideration and compensation, non-service pension cost, systems and business enablement expenses, business process transformation expenses, acquisition and divestiture related expenses, restructuring program related costs, and other miscellaneous items. We supplement the
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reporting of our consolidated financial information with adjusted EBITDA. We believe this non-GAAP measure provides meaningful information and helps investors understand our financial results and assess our prospects for future performance.
The following table presents a reconciliation of net income to adjusted EBITDA for the periods indicated:
Three Months Ended March 31,
($ in millions)20262025
Reported net income
$57 $35 
Adjustments to reconcile net income to adjusted EBITDA:
Interest expense, net30 38 
Income tax provision14 11 
Depreciation21 20 
Amortization63 60 
Contingent consideration and compensation— 1 
Non-service pension cost5 4 
Systems and business enablement27 12 
Business process transformation expenses— 4 
Acquisition and divestiture related expenses19 3 
Restructuring program related costs— 3 
Other(1)2 
Adjusted EBITDA$235 $193 
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our primary sources of liquidity are cash flows from the operating activities of our consolidated subsidiaries, available cash and cash equivalents, our access to our $750 million five-year senior secured revolving credit facility (the "Revolving Credit Facility") and the proceeds from debt and equity offerings. We believe these sources will be sufficient to fund our liquidity requirements for at least the next twelve months. Although we believe we have sufficient resources to fund our future cash requirements, there are many factors with the potential to influence our cash flow position including weather, seasonality, commodity prices, market conditions, and inflation, over which we have no control.
As of March 31, 2026, we had $1,390 million of total liquidity, comprised of $645 million in cash and cash equivalents and $745 million ($750 million less outstanding letters of credit of approximately $5 million, which reduce availability) of available borrowings under our Revolving Credit Facility.
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.
During 2025, we 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. We also 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.
Our principal liquidity requirements have been, and we expect will continue to be, for working capital and general corporate purposes, including capital expenditures and debt service, identifying, executing, and integrating strategic acquisitions and business transformation transactions or initiatives, as well as any accrued consideration and compensation due to the sellers, including tax payments in connection therewith.
During 2025, our Board of Directors authorized a share repurchase program ("2025 SRP") to purchase up to $1 billion of 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-
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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 three months ended March 31, 2026, we did not repurchase any shares of common stock. As of March 31, 2026, we had approximately $1 billion of authorized repurchases remaining under the 2025 SRP.
Cash Flows
The following table summarizes net cash flows with respect to our operating, investing, and financing activities for the periods indicated:
Three Months Ended March 31,
($ in millions)20262025
Net cash provided by operating activities$85 $62 
Net cash used in investing activities(305)(14)
Net cash used in by financing activities(42)(98)
Effect of foreign currency exchange rate change on cash, cash equivalents, and restricted cash(6)10 
Net decrease in cash, cash equivalents, and restricted cash$(268)$(40)
Cash, cash equivalents, and restricted cash, end of period$645 $461 
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $85 million for the three months ended March 31, 2026 compared to $62 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 three months ended March 31, 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.
Net Cash Used in Investing Activities
Net cash used in investing activities was $305 million for the three months ended March 31, 2026 compared to $14 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 $289 million and $6 million in the three months ended March 31, 2026 and 2025, respectively.
Net Cash Used in Financing Activities
Net cash used in financing activities was $42 million for the three months ended March 31, 2026 compared to $98 million for the same period in 2025. The cash used in financing activities for the three months ended March 31, 2026 was driven by $37 million of restricted shares tendered for taxes and $4 million of payments of acquisition-related consideration, while in the three months ended March 31, 2025, cash used in financing activities was driven by $75 million of share repurchases and $19 million of restricted shares tendered for taxes.
Financing Activities
Credit Agreement
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 $2,157 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
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Chubb acquisition and to fully repay the balance of a previously outstanding term loan, and (2) a $750 million Revolving Credit Facility (increased from $500 million in 2025) of which up to $250 million can be used for the issuance of letters of credit.
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.
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.
The amended interest rate applicable to the 2021 Term Loan is, at our option, either (a) a base rate plus an applicable margin equal to 0.75% or (b) a Term SOFR rate (adjusted for statutory reserves) plus an applicable margin equal to 1.75%. The 2021 Term Loan matures on January 3, 2029. Based on the early prepayments we have made, we do not owe any quarterly principal amounts for the remainder of the 2021 Term Loan.
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%.
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 (i) 4.00 to 1.00 for each fiscal quarter ending in 2021, and (ii) 3.75 to 1.00 for each fiscal quarter ending thereafter, 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 $40 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 March 31, 2026 was 1.3:1.0.
As of March 31, 2026, the 2021 Term Loan has $2,157 million remaining principal amount outstanding. We had no amounts outstanding under the Revolving Credit Facility, under which $745 million was available after giving effect to $5 million of outstanding letters of credit, which reduces availability.
Senior Notes
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 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 March 31, 2026, we had $337 million aggregate principal amount of 4.125% Senior Notes outstanding.
On October 21, 2021, a wholly-owned subsidiary of the Company completed a private offering of $300 million aggregate principal amount of 4.750% Senior Notes due 2029 (the “4.750% Senior Notes”) issued under an indenture dated October 21, 2021, as supplemented by a supplemental indenture dated January 3, 2022. The 4.750% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 4.750% Senior Notes will mature on October 15, 2029, unless earlier redeemed, and bear interest at a rate of 4.750% per year until maturity, payable semi-annually in arrears. We used the net proceeds from the sale of the 4.750% Senior Notes to finance a portion of the consideration for the Chubb acquisition. As of March 31, 2026, we had $277 million aggregate principal amount of 4.750% Senior Notes outstanding.
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Debt Covenants
We were in compliance with all covenants contained in the indentures governing the 4.125% Senior Notes and 4.750% Senior Notes and Credit Agreement as of March 31, 2026 and December 31, 2025.
Material Cash Requirements from Known Contractual and Other Obligations
Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the Interim Statements and expected to be satisfied using cash generated from operations:
•Debt – See Note 10 – "Debt" for future principal payments and interest rates on our debt instruments.
•Tax Obligations – See Note 11 – "Income Taxes."
•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 three months ended March 31, 2026.
We make investments in our properties and equipment to enable continued expansion and effective performance of our business. Our capital expenditures are typically less than 1.5% of annual net revenues.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
As of March 31, 2026, our outstanding variable interest rate debt was primarily related to our $2,157 million 2021 Term Loan. To mitigate increases in variable interest rates, we have a $720 million interest rate swap, exchanging one-month SOFR for a rate of 3.59% per annum, maturing October 2026, and a $400 million interest rate swap exchanging one-month SOFR for a rate of 3.41% per annum, maturing January 2028. During 2024, we entered into a $720 million notional amount forward starting interest rate swap commencing in October 2026 and maturing in January 2029 that exchanges a variable rate of interest (SOFR) for an average fixed rate of interest of approximately 3.13% over the term of the agreement. The remaining floating rate portfolio bears interest based on one-month SOFR plus 175 basis points. As of March 31, 2026, excluding letters of credit outstanding of $5 million, we had no amounts of outstanding revolving loans under our Credit Agreement.
Foreign Currency Risk
We have operations in over 20 countries globally. Revenues generated from foreign operations represented approximately 35% of our consolidated net revenues for the three months ended March 31, 2026. Net revenues and expenses related to our foreign operations are, for the most part, denominated in the functional currency of the foreign operation, which minimizes the impact fluctuations in exchange rates would have on net income or loss. We are subject to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than the functional currencies. Such transactions were not material to our operations during the three months ended March 31, 2026. These foreign currency transaction gains and losses, including hedging impacts, are classified in investment expense and other, net, in the condensed consolidated statements of operations and were a loss of $1 million and $0 million for the three months ended March 31, 2026 and 2025, respectively. These net foreign currency transaction gains include derivative instruments designed to reduce foreign currency exchange rate risks. Translation gains or losses, which are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets, result from translation of the assets and liabilities of our foreign subsidiaries into U.S. dollars. Foreign currency translation (losses) gains totaled approximately $(16) million and $59 million for the three months ended March 31, 2026 and 2025, respectively.
Our exposure to fluctuations in foreign currency exchange rates has increased as a result of our international presence and may continue to increase in the future if we continue to expand our operations outside of the U.S. We seek to manage foreign currency exposure by minimizing our consolidated net assets and liability positions in currencies other than the functional currency of our foreign subsidiaries. However, we believe that our exposure to transactional gains or losses resulting from fluctuations in foreign currencies is limited because our foreign operations primarily invoice and collect receivables in their respective local or functional currencies, and the expenses associated with these transactions are generally contracted and paid for in the same local currencies. In order to manage foreign currency risk related to transactions in foreign currencies and the intercompany financing structure, we entered into cross-currency swaps to manage the foreign
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currency risk of certain intercompany loans. We also use foreign currency forward contracts as a way to mitigate foreign currency exposure.
Other Market Risk
We are also exposed to market risks impacting our customer base due to the potential related impact on accounts receivable or contract assets on uncompleted contracts. The amounts recorded may be at risk if our customers’ ability to pay these obligations is negatively impacted by economic conditions. We continually monitor the creditworthiness of our customers and maintain ongoing discussions with customers regarding contract status with respect to change orders and billing terms. Therefore, management believes it takes appropriate action to manage market and other risks, but there is no assurance management will be able to reasonably identify all risks with respect to the collectability of these assets. See also “Revenue Recognition from Contracts with Customers” under Critical Accounting Estimates within Item 7, "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.
In addition, we are exposed to various supply chain risks, including the market risk of price fluctuations or availability of copper, steel, cable optic fiber, and other materials used as components of supplies or materials utilized in our operations. We are also exposed to increases in energy prices, particularly as they relate to gasoline prices for our vehicle fleet. Disruptions in our supply chain can occur due to market inefficiencies but can also be driven by other events, like cybersecurity breaches, pandemics, or similar disruptive events. While we believe we can increase our contract prices to adjust for some price increases in commodities, there can be no assurance that such price increases, if they were to occur, would be recoverable. Additionally, some of our fixed price contracts do not allow us to adjust prices and, as a result, increases in material costs could reduce profitability with respect to projects in progress.
Significant declines in market prices for oil, gas, and other fuel sources may also impact our operations. Prolonged periods of low oil and gas prices may result in projects being delayed or canceled and in a low oil and gas price environment, certain of our businesses could become less profitable or incur losses.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) and 15d-15(f) under the Exchange Act. Under the supervision of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2026 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
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on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are subject to workmanship warranty, casualty, negligence, construction defect, breach of contract, product liability, wage and hour, and other claims and legal proceedings in the ordinary course of business relating to the products we install that, if adversely determined, could adversely affect our financial condition, results of operations and cash flows. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors contained in Part I, Item 1A. "Risk Factors" of our Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company did not have any purchases of equity securities during the three months ended March 31, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company did not have any defaults upon senior securities during the three months ended March 31, 2026.
ITEM 4. MINE SAFETY DISCLOSURES
Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 trading arrangement
During the three months ended March 31, 2026, Ian Ashken and Sir Martin Franklin, directors of the Company, each adopted or terminated a "Rule 10b5-1 trading arrangement" as defined in Regulation S-K Item 408, as follows:
On March 18, 2026, Mr. Ashken adopted a Rule 10b5-1 trading arrangement providing for the sale of the Company's common stock (a "Rule 10b5-1 Trading Plan") that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c). Mr. Ashken’s Rule 10b5-1 Trading Plan provides for the sale of up to 1,003,567 shares of our common stock pursuant to one or more limit orders until August 20, 2027, or earlier if all transactions under the trading arrangement are completed.
On February 20, 2026, Sir Martin Franklin terminated his pre-arranged stock trading plan, which was adopted on May 8, 2025. Mr. Franklin's Rule 10b5-1 Trading Plan provided for the sale of up to 2,700,000 shares of our common stock pursuant to one or more limit orders until March 13, 2026.
No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended March 31, 2026.
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ITEM 6. EXHIBITS
Exhibit No.Description of Exhibits
10.1*
31.1*
31.2*
32.1**
32.2**
95.1*
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.
APi GROUP CORPORATION
April 30, 2026/s/ Russell A. Becker
Russell A. Becker
President and Chief Executive Officer
(Duly Authorized Officer)
April 30, 2026/s/ Glenn David Jackola
Glenn David Jackola
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
April 30, 2026
/s/ James T. Arseniadis
James T. Arseniadis
Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
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Executive Officer Severance Policy 1 APi Group Corporation Executive Officer Severance Policy (amended and restated as of February 24, 2026) ARTICLE I - PURPOSE This Executive Officer Severance Policy (the “Policy”) has been established by the Company on January 1, 2023 (the “Effective Date”) to provide certain executives with the opportunity to receive severance benefits under certain circumstances upon termination of employment. The purpose of the Policy is to attract and retain qualified executives. ARTICLE II - DEFINITIONS Capitalized terms in this Policy are defined throughout this Policy or in Appendix A. ARTICLE III - SEVERANCE BENEFITS Section 3.01 Severance Benefits Upon Qualifying Termination. Except as provided at Section 3.04, if an Eligible Executive experiences a Qualifying Termination, then, subject to ARTICLE IV, the Company will provide the Eligible Executive with severance benefits (the “Severance Benefits”) based on position at the time of the Qualifying Termination as set forth below. (a) Chief Executive Officer, Chief Financial Officer, or Executive Vice President. Upon a Qualifying Termination, the Severance Benefits for the Chief Executive Officer, Chief Financial Offer, or any Executive Vice President will be comprised of: (i) Severance Amount. Cash in an amount equal to two (2) times the sum of Base Salary and Target Annual Bonus. (ii) Annual Bonus Amount. (A) If the Qualifying Termination occurs before the Eligible Executive has received his or her Annual Bonus for the prior fiscal year, the Annual Bonus Amount will be an amount equal to the Eligible Executive’s Target Annual Bonus for such prior fiscal year. (B) If the Qualifying Termination occurs after the Eligible Executive has received his or her Annual Bonus for the prior fiscal year, the Annual Bonus Amount will be an amount equal to the Eligible Executive’s Target Annual Bonus for the fiscal year in which the Qualifying Termination occurs, multiplied by a fraction, (1) the numerator of which is the number Exhibit 10.1

 
Executive Officer Severance Policy 2 of days the Eligible Executive was employed in the fiscal year in which the Qualifying Termination occurs, and (2) the denominator of which is 365. For purposes of this Policy, the amount paid to an Eligible Executive resulting from the calculation made pursuant to this Section 3.01(a)(ii) is defined as the “Annual Bonus Amount”. (iii) Benefit Continuation. Benefit Continuation at the Company’s expense, paid directly by the Company to the provider, for a period of eighteen (18) months, conditioned upon the Eligible Executive’s timely election of COBRA continuation coverage. (b) Other Eligible Executives. Upon a Qualifying Termination, the Severance Benefits for any Other Eligible Executive will be comprised of: (i) Severance Amount. Cash in an amount equal to: (A) one-and-a-half (1.5) times Base Salary if the Qualifying Termination occurs either (1) upon or within twelve (12) months after a Change in Control, or (2) after the Eligible Executive has been employed by the Company (or a Related Entity) for at least two years preceding the Qualifying Termination, or (B) one (1) times the Eligible Executive’s Base Salary if (1) the Eligible Executive has been employed by the Company (or a Related Entity) for less than two years as of the Qualifying Termination, and (2) the Qualifying Termination does not occur upon or within twelve (12) months after a Change in Control. (ii) Annual Bonus Amount. The Annual Bonus Amount, as defined in Section 3.01 (a)(ii) above. (iii) Benefit Continuation. Benefit Continuation at the Company’s expense, paid directly by the Company to the provider, for a period of twelve (12) months, conditioned upon the Eligible Executive’s timely election of COBRA continuation coverage. Section 3.02 Severance Benefits Payout Timing. (a) Except to the extent Section 6.12 applies, Severance Benefits will be paid in installments on the dates that the components of the Severance Benefits would have been paid but for the Qualifying Termination. For avoidance of doubt, (i) The Annual Bonus Amount will be paid on the earlier of: (A) the date annual bonuses are next paid to Eligible Executives generally, and (B) March 15 of the calendar year after the calendar year in which the Qualifying Termination occurs; (ii) The Base Salary component of the cash severance payable under Sections

 
Executive Officer Severance Policy 3 3.01(a)(i) or (b)(i) will be paid in equal installments on the dates the Eligible Executive would have, but for the Qualifying Termination, been paid his or her Base Salary (A) in the case of the Chief Executive Officer, Chief Financial Officer, or any Executive Vice President, over the 24-month period following the Qualifying Termination; and (B) in the case of an Other Eligible Executive, over the 12- or 18-month period following the Qualifying Termination; and (iii) In the case of an Eligible Executive in the role of Chief Executive Officer, Chief Financial Officer, or Executive Vice President at the time of the Qualifying Termination, the Target Annual Bonus component of the cash severance payable under Section 3.01(a)(i) will be payable in two equal installments, issued on the next two dates in consecutive fiscal years, on which the Eligible Executive would have, but for the Qualifying Termination, been paid an annual bonus in each such year, and in no case later than March 15 of each such year. (b) Notwithstanding the foregoing, any Severance Benefits payments that would otherwise (absent this sentence) have been paid during the sixty-five (65) days immediately following the Eligible Executive’s Qualifying Termination will instead be paid in a single lump sum payment on the sixty-fifth (65th) day after the Eligible Executive’s Qualifying Termination (such sixty-fifth (65th) day after the Eligible Executive’s Qualifying Termination will be the “Payment Commencement Date”) or the first regular payroll date thereafter. Section 3.03 Equity Vesting. (a) Change in Control Vesting. This Section 3.03 will apply with respect to any Awards under the Equity Plan that (i) were granted on or after the Effective Date and (ii) remain outstanding and unvested as of the Qualifying Termination or Change in Control (as applicable). In the event of a conflict between the Change in Control provisions of an Award Agreement and this Section 3.03(a), the terms of the Equity Plan and this Policy will control as to the vesting of an Award on a Change in Control. (i) Time-Based Restricted Stock & RSU Vesting. Consistent with the Equity Plan, any restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or an Other Stock-Based Award, in each case, subject only to future service requirements granted under the Equity Plan, will lapse and such Awards will be deemed fully vested on the date of the Change in Control. Settlement with respect to such Restricted Stock Unit Awards will occur no later than 60 days after the Change in Control. (ii) Performance Based Award Vesting. If and only to the extent that an Eligible Executive experiences a Qualifying Termination upon or within twelve (12) months after a Change in Control, then (subject to ARTICLE IV below), any outstanding Performance Award, or performance-based Restricted Stock Units Award, any requirement that the Eligible Executive continue to be in the Continuous Service of the Company or a Related Entity through the last day of the Performance Period will be waived. The Administrator will consider such Awards to have been earned and payable in full based upon the greater of (A) the actual

 
Executive Officer Severance Policy 4 (iii) achievement of performance goals during the Performance Period, or (B) the deemed achievement of target performance. The vested Shares will be transferred to the Eligible Executive after the Performance Period, no later than the date the Award would have been paid had the Eligible Executive remained in Continuous Service through the Performance Period. (iv) Option Vesting. Any Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Qualifying Termination will become immediately (A) vested and (B) exercisable until the earlier of: (1) the latest date upon which the Stock Option would have expired by its original terms (disregarding any early termination of the option due to termination of employment), or (2) the tenth (10th) anniversary of the original date of grant of the Stock Option. (b) Non-Change in Control Vesting. If an Eligible Executive experiences a Qualifying Termination other than within twelve (12) months after a Change in Control, the Plan and the Award Agreements will control the vesting of outstanding and unvested Awards. Section 3.04 Limitations on Participation. (a) Effect of Existing Employment Agreements. If, as of the Effective Date, an Eligible Executive is a party to an Existing Employment Agreement that provides for severance benefits, the terms of such agreement (including as amended following the Effective Date) will control any entitlement to severance benefits, and such Eligible Executive will not become an Eligible Executive under this Policy for such period as the Existing Employment Agreement remains effective, unless the Administrator otherwise determines. (b) Cessation of Eligibility. If an individual ceases for any reason to serve as an Eligible Executive after the Effective Date, including when remaining employed by the Company (or a Related Entity), such person will have no claim to benefits or payments of any kind under this Policy. In no event will a prorated benefit or payment be payable. ARTICLE IV - CONDITIONS Section 4.01 Conditions and Post-Termination Obligations. An Eligible Executive’s entitlement to any Severance Benefits under Section 3.01 and/or any vesting or acceleration of Awards as contemplated under Section 3.03 will be conditioned upon and subject to the Eligible Executive executing a release agreement (the “Release Agreement”) upon reasonable terms in a form provided at the discretion of the Company, and such Release Agreement becoming effective and irrevocable within sixty-five (65) days following the Eligible Executive’s Qualifying Termination. Any such Release Agreement will include, without limitation: (i) a release of claims in favor of the Company, its Related Entities and their respective employees, officers and directors; and (ii) one-year non-solicitation, non-disparagement, confidentiality, and post-employment cooperation provisions as reasonably requested by the Company.

 
Executive Officer Severance Policy 5 ARTICLE V - ADMINISTRATION, AMENDMENT, AND TERMINATION Section 5.01 Administration. (a) The Administrator has the exclusive right, power and authority, in its sole and absolute discretion, to administer and interpret the Policy. The Administrator has all powers reasonably necessary to carry out its responsibilities under the Policy including (but not limited to) the sole and absolute discretionary authority to: (i) administer the Policy according to its terms and to interpret Policy provisions; (ii) resolve and clarify inconsistencies, ambiguities, and omissions in the Policy and among and between the Policy and other related documents; (iii) take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts; (iv) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Policy; (v) process and approve or deny all initial claims for benefits; and (vi) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Policy, as may arise in connection with the Policy. (b) The decision of the Administrator on any disputes arising under the Policy, including (but not limited to) questions of construction, interpretation and administration will be final, conclusive and binding on all persons having an interest in or under the Policy. Any determination made by the Administrator will be given deference if the determination is subject to judicial review and will be overturned by a court of law only if it is arbitrary and capricious. Without limiting the foregoing, the good faith determination by the Administrator of whether the Eligible Executive was terminated by the Company for Cause will be final and binding for all purposes hereunder. Section 5.02 Amendment and Termination. The Board or the Compensation Committee of the Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Policy or any portion thereof, except as follows: (a) This Policy may not be terminated or amended in any manner which would adversely affect the rights or potential rights of Eligible Executives if such action is taken in connection with, in anticipation of, during the six-month period before, or during the two- year period following, a Change in Control. No amendment or termination will give the Company the right to recover any amount paid to or Awards vested with an Eligible Executive before the date of such action or to cause the reduction, cessation or discontinuance of Severance Benefits or vested Awards to any person or persons under this Policy already receiving or entitled to receive such Separation Benefits and\or vested Awards under this Policy. (b) Notwithstanding any other provision of this Policy, if the Administrator determines, in its sole discretion, that the Company’s providing Benefit Continuation would violate the

 
Executive Officer Severance Policy 6 non-discrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties under applicable rules, the Company will have the right to amend Section 3.01(a)(iii) and (b)(iii) in a manner it determines, in its sole discretion, to comply with the Patient Protection and Affordable Care Act of 2010, as amended, and the related regulations and guidance promulgated thereunder. (c) No acceleration of the payment of benefits that are subject to the requirements of Section 409A of the Code will occur upon termination of the Policy unless the applicable requirements of Section 409A of the Code have been met. Section 5.03 Claims Procedures. An Eligible Executive who believes he or she is entitled to a payment under the Policy that has not been received in accordance with Article III may submit a claim for benefits to the Administrator pursuant to the claims procedures set forth in Appendix B. ARTICLE VI - GENERAL PROVISIONS Section 6.01 At-Will Employment. The Policy does not alter the status of each Eligible Executive as an at- will employee of the Company or Related Entity, as applicable. Nothing contained herein will be deemed to give any Eligible Executive the right to remain employed by the Company or a Related Entity or to interfere with the rights of the Company or a Related Entity to terminate the employment of any Eligible Executive at any time, with or without Cause. Section 6.02 Effect on Other Policies, Plans, Agreements, and Benefits. (a) Except as expressly set forth herein, if an Eligible Executive has been granted an Award under the Equity Plan, all Awards will remain subject to the terms of the Equity Plan (and governing Award) and are not otherwise impacted by this Policy. (b) Any Eligible Executive under this Policy will not be entitled to participate in any general severance policy or severance plan maintained by the Company or any agreement between the Eligible Executive and the Company that provides for severance benefits (except with respect to (i) an Existing Employment Agreement or (ii) a policy, plan, or agreement that expressly provides for severance benefits to be in addition to those provided under the Policy). (c) Any Severance Benefits payable to an Eligible Executive under the Policy will not be counted as compensation for purposes of determining benefits under any other benefit policies or plans of the Company, except to the extent expressly provided therein. Section 6.03 Mitigation and Offset. If an Eligible Executive obtains other employment after a Qualifying Termination, such other employment will not affect the Eligible Executive’s rights or the Company’s obligations under the Policy. Section 6.04 Severability. The invalidity or unenforceability of any provision of the Policy will not affect the validity or enforceability of any other provision of the Policy. If any provision of the Policy is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision will be deemed modified, amended and narrowed to the extent necessary to render such provision legal, valid, and enforceable, and the other remaining provisions of the Policy will not be affected but will remain in full

 
Executive Officer Severance Policy 7 force and effect. Section 6.05 Headings and Subheadings. Headings and subheadings contained in the Policy are intended solely for convenience and no provision of the Policy is to be construed by reference to the heading or subheading of any section or paragraph. Section 6.06 Successors. The Policy will be binding upon any successor to the Company, its assets, its businesses or its interest, in the same manner and to the same extent that the Company would be obligated under the Policy if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Policy, the Company will require any successor to the Company to expressly and unconditionally assume the Policy in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. Section 6.07 Transfer and Assignment. Neither an Eligible Executive nor any other person will have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Policy before the date that such amounts are paid, except that, in the case of an Eligible Executive’s death during the period in which amounts remain payable following a Qualifying Termination and the satisfaction of the conditions set forth in Article IV, such amounts will be paid to the Eligible Executive’s Beneficiary. Section 6.08 Waiver. Any party’s failure to enforce any provision or provisions of the Policy will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Policy. Section 6.09 Unfunded Obligations. The amounts to be paid to Eligible Employees under the Policy are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Eligible Executives will not have any preference or security interest in any assets of the Company other than as a general unsecured creditor. Section 6.10 Governing Law & Forum Selection. This Policy is an unfunded plan maintained primarily to provide severance compensation and benefits to a select group of “management or highly compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974 (“ERISA”) and, therefore, to be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. To the extent not preempted by federal law, the Policy will be construed in accordance with and governed by the laws of Delaware without regard to conflicts of law principles. Disputes arising hereunder will be subject to the exclusive jurisdiction of the U.S. District Court for the District of Minnesota, or if such court lacks jurisdiction, Ramsey County District Court. Section 6.11 Withholding. The Company will have the right to withhold from any amount payable hereunder any Federal, state, and local taxes for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. Section 6.12 Section 409A. The Policy is intended to comply with Section 409A of the Code (and similar provisions of applicable state law) or an exemption thereunder and will be construed and administered in accordance with Section 409A of the Code (and similar provisions of applicable state law). Any payments under the Policy that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A of the

 
Executive Officer Severance Policy 8 Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment will be treated as a separate payment. Any payments to be made under the Policy upon a termination of employment (including a Qualifying Termination) will only be made upon a Separation from Service. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Policy comply with Section 409A of the Code and in no event will the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by an Eligible Executive on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of the Policy, if any payment or benefit provided to an Eligible Executive in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Eligible Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of the Qualifying Termination or, if earlier, on the Eligible Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to the Eligible Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Section 6.13 Section 280G/Excise Tax Adjustment. If it is determined that all or any part of the Severance Benefits payable to an Eligible Executive under this Policy or any other payments or benefits payable to an Eligible Executive under any other agreement with, or plan or policy of, the Company will, as determined by Company, be subject to the tax imposed by Code Section 4999 (or any similar tax that may hereafter be imposed) (the “Excise Tax”), then such payment will be either: (i) provided to Eligible Executive in full, or (ii) provided to Eligible Executive to such lesser extent as would result in no portion of such payment being subject to such Excise Tax, whichever of the foregoing amounts, when taking into account such Excise Tax, results in the receipt by Eligible Executive of the greatest amount of the payment, notwithstanding that all or some portion of such payment may be taxable under such Excise Tax. In the event that any payments under this Policy or otherwise are required to be reduced as described in this Section 6.13, the adjustment will be made, first, by reducing the Base Salary Payout due pursuant to Section 3.01(a)(i) or (b)(i); second, if additional reductions are necessary, by reducing the Annual Bonus Amount due under to Section 3.01(a)(ii) or (b)(ii)) and third, if additional reductions are still necessary, by eliminating the accelerated vesting of equity-based Awards under Section 3.03, starting with those Awards for which the amount required to be taken into account under the Section 280G of the Code rules is the greatest; provided, that in all events, such reductions will be done in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable. * * * * *

 
A-1 APPENDIX A: “Administrator” means the Board or the Compensation Committee of the Board, each of which may delegate authority to administer this Policy to the Chief Executive Officer of the Company (unless a conflict of interest exists) or is otherwise not permitted under applicable law or the rules and regulations of the stock exchange on which the Company’s stock is listed. “Annual Bonus Amount” has the meaning set forth in Section 3.01. “Award” is defined in the Equity Plan. “Award Agreement” is defined in the Equity Plan. “Base Salary” means the Eligible Executive’s annual rate of base pay in effect immediately before the Qualifying Termination, and does not include bonuses, incentives, commissions, overtime, perquisites, special payments, or similar remuneration. “Beneficial Owner” and “Beneficial Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule. “Beneficiary” means the person, persons, trust or trusts that have been designated by an Eligible Executive in his or her most recent written beneficiary designation filed with respect to the retirement savings plan intended to be qualified under Section 401(k) of the Code to receive the benefits specified under that plan upon such Eligible Executive’s death (in the form and manner established under such plan). If, upon an Eligible Executive’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the Eligible Executive’s estate. “Benefit Continuation” means, at the Company’s expense, the continued participation for Eligible Executive and Eligible Executive’s dependents in the Company’s medical and dental benefit coverage at the Eligible Executive’s same level and rate for such benefits immediately before the Eligible Executive’s Qualifying Termination. For purposes of clarity, if that the Eligible Executive or any of Eligible Executive’s qualified beneficiaries wish to elect COBRA continuation coverage, the Eligible Executive is responsible for the timely election of such continuation coverage under COBRA and payment of the applicable COBRA continuation premiums following the period of Benefit Continuation. “Board” means the Board of Directors of the Company. “Cause” means any of the following: (i) the willful and continuous failure by the Eligible Executive to substantially perform his or her duties with the Company or any Related Entity(ies) (other than any such failure resulting from the Eligible Executive’s incapacity due to physical or mental illness) within ten (10) days after a written demand for substantial performance is delivered to the Eligible Executive by the Board which specifically identifies the manner in which the Board believes that the Eligible Executive has not substantially performed his or her duties, (ii) misconduct or gross negligence by the Eligible Executive provided (A) the Board has determined that the resulting harm to the Company or any Related Entity(ies) from the Eligible Executive’s misconduct or

 
A-2 (iii) gross negligence cannot be adequately remedied, or (B) the Eligible Executive fails to correct any resulting harm to the Company or any Related Entity(ies) within ten (10) days after a written demand for correction is delivered to the Eligible Executive by the Board which specifically identifies both the manner in which the Board believes that the Eligible Executive has engaged in misconduct or gross negligence and an appropriate method of correcting any resulting harm to the Company or any Related Entity(ies), (iv) the Eligible Executive’s conviction of or the entering of a plea of guilty or nolo contendere to the commission of a felony, or (v) fraud, embezzlement, or theft against the Company or any Related Entity(ies), or a willful material violation by the Eligible Executive of a policy or procedure of the Company or any Related Entity(ies), resulting, in any case, in economic harm to the Company or any Related Entity(ies). “Change in Control” is defined in the Equity Plan, insofar as such Change in Control occurs after the Effective Date. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985. “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code will be deemed to include a reference to any regulations promulgated thereunder. “Company” means APi Group Corporation, a Delaware corporation, and any successor thereto. “Continuous Service” is defined in the Equity Plan. “Effective Date” has the meaning set forth in ARTICLE I. “Eligible Executive” means the Company’s (i) Chief Executive Officer, (ii) Chief Financial Officer, (iii) each other Executive Vice President, and (iv) Executive Officers as designated by the Board as satisfying the definition of “Executive Officer” required to be listed in the Company’s Annual Form 10-K filing with Securities and Exchange Commission (defined at 17 C.F. R. § 240.3b-7); and (v) other employees as expressly designated by the Compensation Committee of the Board from time to time. The term does not include contractors or other non-employees. “Equity Plan” means the APi Group Corporation 2019 Equity Incentive Plan adopted by the Company, as may be amended from time to time, or any subsequent equity plan adopted by the Company. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Existing Employment Agreement” means an agreement for services between the Eligible Executive and the Company or any Related Entity (i) including, without limitation, the Executive Employment Agreements in effect between the Company and its Chief Executive Officer and Chief Financial Officer respectively, in effect as of the Effective Date; and (ii) excluding, without limitation, any Award Agreement entered into by an Eligible Executive. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

 
A-3 “Good Reason” shall, with respect to any Eligible Executive, have the equivalent meaning or the same meaning as “good reason” or “for good reason” set forth in any employment, consulting or other agreement for the performance of services between the Eligible Executive and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the assignment to the Eligible Executive of any duties inconsistent in any material respect with the Eligible Executive’s duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity which results in a material diminution in such duties or responsibilities, excluding for this purpose an action which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Eligible Executive; (ii) any material failure by the Company or a Related Entity to comply with its obligations to the Eligible Executive as agreed upon, other than a failure which is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Eligible Executive; (iii) the Company’s or Related Entity’s requiring the Eligible Executive to be based at any office or location outside of fifty (50) miles from the location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Eligible Executive’s responsibilities; or (iv) a material breach by the Company or any Related Entity of any employment, consulting or other agreement under which the Eligible Executive provides services to the Company or any Related Entity. For purposes of this Plan, upon termination of a Eligible Executive’s Continuous Service, Good Reason shall not be deemed to exist unless the Eligible Executive’s termination of Continuous Service for Good Reason occurs within sixty (60) days following the initial existence of one of the conditions specified in clauses (i) through (iv) above, the Eligible Executive provides the Company or the Related Entity for which the Eligible Executive provides services with written notice of the existence of such condition with thirty (30) days after the initial existence of the condition, and the Company fails to remedy the condition within thirty (30) days after its receipt of notice. “Option” is defined in the Equity Plan. “Other Eligible Executive” means an Eligible Executive not in the role of Chief Executive Officer, Chief Financial Officer, or Executive Vice President. “Other Stock-Based Award” is defined in the Equity Plan. “Payment Commencement Date” has the meaning set forth in Section 4.01(b). “Performance Award” is defined in the Equity Plan. “Performance Period” is defined in the Equity Plan. “Policy” means this APi Group Corporation Executive Severance Policy, as may be amended and/or restated from time to time. “Qualifying Termination” means (i) in the case of an Eligible Executive in the role of Chief Executive Officer or Chief Financial Officer, termination of employment at any time (A) by the Company (and all of its Related Entities) without Cause, or (B) by the Chief Executive Officer or the Chief Financial Officer for Good Reason; and (ii) in the case of Eligible Executives (other than Eligible Executives in the role of Chief Executive Officer or Chief Financial Officer), termination of employment (A) at any time by the Company (and all of its Related Entities) without Cause; or (B) upon or within twelve (12) months after a Change in Control, by the Eligible Executive for Good Reason. “Related Entity(ies)” is defined in the Equity Plan.

 
A-4 “Restricted Stock Award” is defined in the Equity Plan. “Restricted Stock Unit Award” is defined in the Equity Plan. “Separation from Service” has the meaning set forth in Treasury Regulations 1.409A-1(h). “Release Agreement” has the meaning set forth in Section 4.01(b). “Shares” is defined in the Equity Plan. “Specified Employee Payment Date” has the meaning set forth in Section 6.12. “Stock Appreciation Right” is defined in the Equity Plan. “Subsidiary” is defined in the Equity Plan. “Target Annual Bonus” means the Eligible Executive’s target bonus (with any individual performance modifier thereunder, if applicable, deemed to be satisfied at 100%) established under the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives (as established and modified from time to time by the Compensation Committee of the Board within its sole discretion) for the fiscal year pertinent to the calculation of the Annual Bonus Amount. * * * * *

 
B-1 APPENDIX B: Benefits under the Policy will be paid in accordance with Article III. In the event an Eligible Executive believes he or she is entitled to a payment under the Policy that has not been received in accordance with Section 3.02, then the Eligible Executive may submit a claim for benefits to the Administrator pursuant to the claims procedures set forth herein: Initial Claims. A written claim for benefits to the Administrator must be submitted within 90 days after the Eligible Executive’s Payment Commencement Date. Claims should be addressed and sent to: Administrator – APi Group Executive Officer Severance Policy c\o APi Group General Counsel 1100 Old Highway 8 NW New Brighton, MN 55112 If the Eligible Executive’s claim is denied, in whole or in part, the Eligible Executive will be furnished with written notice of the denial within 90 days after the Administrator’s receipt of the Eligible Executive’s written claim, unless special circumstances require an extension of time for processing the claim, in which case a period not to exceed 180 days will apply. If such an extension of time is required, written notice of the extension will be furnished to the Eligible Executive before the termination of the initial 90- day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered. Written notice of the denial of the Eligible Executive’s claim will contain the following information: (a) the specific reason or reasons for the denial of the Eligible Executive’s claim; (b) references to the specific Policy provisions on which the denial of the Eligible Executive’s claim was based; (c) a description of any additional information or material required by the Administrator to reconsider the Eligible Executive’s claim (to the extent applicable) and an explanation of why such material or information is necessary; and (d) a description of the Policy’s review procedures and time limits applicable to such procedures, including a statement of the Eligible Executive’s right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review. Appeal of Denied Claims. If the Eligible Executive’s claim is denied and he or she wishes to submit a request for a review of the denied claim, the Eligible Executive or his or her authorized representative must follow the procedures described below: (a) Upon receipt of the denied claim, the Eligible Executive (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than 60 days after the Eligible Executive has received written notification of the denial.

 
B-2 (b) The Eligible Executive has the right to submit in writing to the Administrator any comments, documents, records or other information relating to his or her claim for benefits. (c) The Eligible Executive has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits. (d) The review of the denied claim will take into account all comments, documents, records and other information that the Eligible Executive submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim. Administrator’s Response to Appeal. The Administrator will provide the Eligible Executive with written notice of its decision within 60 days after the Administrator’s receipt of the Eligible Executive’s written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Administrator will notify the Eligible Executive in writing within the 60-day period and the final decision will be made no later than 120 days after the Administrator’s receipt of the Eligible Executive’s written claim for review. The Administrator’s decision on the Eligible Executive’s claim for review will be communicated to the Eligible Executive in writing and will clearly state: (a) the specific reason or reasons for the denial of the Eligible Executive’s claim; (b) reference to the specific Policy provisions on which the denial of the Eligible Executive’s claim is based; (c) a statement that the Eligible Executive is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Policy and all documents, records, and other information relevant to his or her claim for benefits; and (d) a statement describing the Eligible Executive’s right to bring an action under Section 502(a) of ERISA. Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Policy. As to such claims and disputes: (a) no claimant will be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Policy under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and (b) in any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) will be afforded the maximum deference permitted by law. Attorney’s Fees. The Company and each Eligible Executive will bear their own attorneys’ fees incurred in connection with any disputes between them.

 

Exhibit 31.1
CERTIFICATION
I, Russell A. Becker, President and Chief Executive Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026
By:/s/ Russell A. Becker
Name:Russell A. Becker
Title:President and Chief Executive Officer
(principal executive officer)

Exhibit 31.2
CERTIFICATION
I, Glenn David Jackola, Executive Vice President and Chief Financial Officer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of APi Group Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026
By:/s/ Glenn David Jackola
Name:Glenn David Jackola
Title:Executive Vice President and Chief Financial Officer (principal financial officer)

Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Russell Becker, as President and Chief Executive Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2026
By:/s/ Russell A. Becker
Name:Russell A. Becker
Title:President and Chief Executive Officer

Exhibit 32.2
CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of APi Group Corporation (the “Company”) for the quarterly period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Glenn David Jackola, as Executive Vice President and Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2026
By:/s/ Glenn David Jackola
Name:Glenn David Jackola
Title:Executive Vice President and Chief Financial Officer

 
Exhibit 95.1
MINE SAFETY DISCLOSURES
 
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).
 
Mine Safety Information
 
Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the U.S. mining operator must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, may be reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments vary depending on the size and type (underground or surface) of the mine as well as by the MSHA inspector(s) assigned.
 
The following table includes information required by the Act for the three months ended March 31, 2026.
 
APi Inc.
 
Three Months Ended March 31, 2026
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
Eagle Mine/4607437
0
0
0
0
0
0
0
No
No
0
0
0
 
APi Group Life Safety USA
 
Three Months Ended March 31, 2026
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
(#)
Pend Oreille Mine/4500366
0
0
0
0
0
0
0
No
No
0
0
0
Freeport-McMoRan Morenci Inc./0200024
0
0
0
0
0
0
0
No
No
0
0
0
Coeur Rochester /2601941
0
0
0
0
0
0
0
No
No
0
0
0
Continental Cement Company/2302434
0
0
0
0
0
0
0
No
No
0
0
0
Graymont Pilot Peak Plant / 2601906
0
0
0
0
0
0
0
No
No
0
0
0
American Soda LLC (Solvay Chemicals)/ 4801295
0
0
0
0
0
0
0
No
No
0
0
0
Big Island Mine & Refinery (Ciner Wyoming) / 48000154
0
0
0
0
0
0
0
No
No
0
0
0
US Borax Inc (Boron) / 400743
0
0
0
0
0
0
0
No
No
0
0
0
 
Davis Ulmer Sprinkler Company
 
Three Months Ended March 31, 2026
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
US Salt – Watkins Glen
0
0
0
0
0
0
0
No
No
0
0
0
Cargill – Watkins Glen
0
0
0
0
0
0
0
No
No
0
0
0
Cargill - Lansing
0
0
0
0
0
0
0
No
No
0
0
0
Cargill: 1252 PA-706, Wyalusing, PA 18853
0
0
0
0
0
0
0
No
No
0
0
0
 




The Jamar Company
 
Three Months Ended March 31, 2026
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
C6S
0
0
0
0
0
0
0
No
No
0
0
0
J03
0
0
0
0
0
0
0
No
No
0
0
0

Viking Automatic Sprinkler
  
Three Months Ended March 31, 2026
Operation /
MSHA Identification Number
Section 104 S&S Citations
(#)
Section 104(b) Orders
(#)
Section 104(d) Citations and Orders
(#)
Section 110(b)(2) Violations
(#)
Section 107(a) Orders
(#)
Total Dollar Value of MSHA Assessments Proposed
($)
Mining-Related Fatalities
(#)
Received Notice of Pattern of Violations Under Section 104(c)
(Yes/No)
Received Notice of Potential to Have Pattern Under Section 104(c)
(Yes/No)
Legal Actions Initiated During Period
(#)
Legal Actions Resolved During Period
(#)
Legal Actions Pending as of the End of the Period
 (#)
US Steel – MinnTac
2100282
1
0
0
0
0
0
0
No
No
0
0
0
US Steel – KeeTac 2103352
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – Eveleth pit and Forbes Pellet Plant 2103403 & 2103404
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – NorthShore Mining, Silver Bay Pellet Plant and Babbitt pit
2100209 & 2100831
0
0
0
0
0
0
0
No
No
0
0
0
ArcelorMittal Minorca Mine – pit/ plant
0
0
0
0
0
0
0
No
No
0
0
0
NewRange - 2103658
0
0
0
0
0
0
0
No
No
0
0
0
Cleveland Cliffs – Hibbing Taconite 2101600
0
0
0
0
0
0
0
No
No
0
0
0