apg-20240102FALSE000179620900017962092024-01-022024-01-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
1/02/2024
Date of Report (date of earliest event reported)
___________________________________
APi Group Corporation
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | | | | |
| Delaware (State or other jurisdiction of incorporation or organization) | 001-39275 (Commission File Number) | 98-1510303 (I.R.S. Employer Identification Number) |
| 1100 Old Highway 8 NW New Brighton, MN 55112 |
| (Address of principal executive offices and zip code) |
| (651) 636-4320 |
| (Registrant's telephone number, including area code) |
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | | | | |
Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | APG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On December 31, 2023, the Board of Directors of APi Group Corporation (the "Company") approved a stock dividend of 7,944,104 shares of the Company's common stock (the "Common Stock") with respect to the 4,000,000 shares of Series A preferred stock currently outstanding (the "Series A Preferred Stock"). As previously disclosed, pursuant to the terms of the Series A Preferred Stock, the holder of the Series A Preferred Stock was entitled to receive the annual dividend amount because the volume weighted average share price over the last ten trading days of 2023 of $33.9465 was greater than the highest price previously used in calculating the annual dividend price of $24.3968. Consistent with the Company’s previously disclosed intention, the Board of Directors elected to settle the 2023 annual dividend amount in shares of Common Stock which were issued on January 2, 2024. After giving effect to such issuance and the issuance on January 2, 2024 of 337,044 shares of Common Stock to the holders of the Company’s Series B preferred stock in settlement of the 4th quarter 2023 dividend due thereon (but before giving effect to the issuance of any shares of Common Stock upon vesting of certain employee restricted stock unit awards on January 1, 2024 or pursuant to the Company’s employee stock purchase plan for the offering period ended December 31, 2023), the Company has 243,856,464 shares of Common Stock outstanding.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| APi Group Corporation |
| | |
| Date: January 2, 2024 | By: | /s/ Kevin S. Krumm |
| Name: | Kevin S. Krumm |
| Title: | Chief Financial Officer |