02/26/2026 | Press release | Distributed by Public on 02/26/2026 15:49
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (5) | 02/24/2026 | A | 15,864 | (5) | (5) | Common Stock | 15,864 | $ 0 | 15,864 | D | ||||
| Restricted Stock Units | (6) | 02/24/2026 | A | 10,576 | (7) | (7) | Common Stock | 10,576 | $ 0 | 10,576 | D | ||||
| Performance Stock Units | (8) | 02/24/2026 | M | 33,626 | (8) | (8) | Common Stock | 33,626 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (6) | (9) | (9) | Common Stock | 7,472 | 7,472 | D | ||||||||
| Performance Stock Units | (10) | (10) | (10) | Common Stock | 24,204 | 24,204 | D | ||||||||
| Restricted Stock Units | (6) | (11) | (11) | Common Stock | 10,758 | 10,758 | D | ||||||||
| Performance Stock Units | (12) | (12) | (12) | Common Stock | 24,417 | 24,417 | D | ||||||||
| Restricted Stock Units | (6) | (13) | (13) | Common Stock | 16,278 | 16,278 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lambert Louis C/O API GROUP CORP 1100 OLD HIGHWAY 8 NW NEW BRIGHTON, MN 55112 |
SVP, Gen Counsel & Secretary | |||
| /s/ Louis Lambert | 02/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The number of shares of the Issuer's Common Stock were acquired pursuant to the settlement of a performance share unit award (the "2023 PSUs"). The number of shares of Common Stock that were earned at the end of the performance period was increased based on results of the performance condition. |
| (2) | Shares withheld for tax liability. |
| (3) | Represents the weighted average price of the shares sold on February 26, 2026. The prices of the shares sold pursuant to the transactions ranged from $44.58 to $44.875 per share. The Reporter, upon request, will provide the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares sold at each separate price. |
| (4) | These shares are held in the Reporting Person's account under the Issuer's Profit Sharing & 401(k) Plan. |
| (5) | Represents an award of performance stock units (the "2026 PSUs"). The 2026 PSUs will have a performance period beginning January 1, 2026 and ending December 31, 2028. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2026 PSUs, which are not a derivative security. |
| (6) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| (7) | These restricted stock units vest in equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. |
| (8) | Represents an award of performance stock units (the "2023 PSUs"). The 2023 PSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2023 PSUs, which are not a derivative security. |
| (9) | These restricted stock units vest in equal installments on February 27, 2024, February 27, 2025, and February 27, 2026. |
| (10) | Represents an award of performance stock units (the "2024 PSUs"). The 2024 PSUs will have a performance period beginning January 1, 2024 and ending December 31, 2026. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2024 PSUs, which are not a derivative security. |
| (11) | These restricted stock units vest in equal installments on March 1, 2025, March 1, 2026, and March 1, 2027. |
| (12) | Represents an award of performance stock units (the "2025 PSUs"). The 2025 PSUs will have a performance period beginning January 1, 2025 and ending December 31, 2027. The number of shares of the Issuer's Common Stock that will be earned at the end of the performance period is subject to increase or decrease based on results of the performance condition. The Reporting Person is voluntarily reporting the 2025 PSUs, which are not a derivative security. |
| (13) | These restricted stock units vest in equal installments on March 1, 2026, March 1, 2027, and March 1, 2028. |