APi Group CorpAPG
APi Group Corp Stock Compensation Disclosure
SHARE-BASED COMPENSATION
The Company maintains a 2019 Equity Incentive Plan (the “2019 Plan”), which allows for grants of share-based awards.
At December 31, 2025, there were 15,787,149 share-based awards collectively available for grant under the 2019 Plan. The 2019 Plan generally provides for awards to vest no earlier than one year from the date of grant, although most awards entitle the recipient to common shares if specified market or performance conditions are achieved, if applicable, and vest over a minimum of three years. The share-based awards granted to employees include stock options and restricted stock units.
Stock Options
In 2017, upon its initial public offering, the Company issued 243,750 nonqualified stock options to independent, non-executive directors at an exercise price of $7.67 per share with contractual terms of five years from the date of the acquisition of APi Group (the "APi Acquisition"), October 1, 2019. These stock options were performance-based and vested on the consummation of the APi Acquisition. The Company has not granted stock options since 2017 and all outstanding stock options were exercised during 2024.
The following table summarizes the changes in the number of common shares underlying options for the year ended December 31, 2024 (shares in whole numbers and per share values in whole dollars):
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding at December 31, 2023 | 187,500 | $ | 7.67 | 0.8 | $ | 3 | |||||||||||||||||
| Exercised | (187,500) | 7.67 | |||||||||||||||||||||
| Outstanding at December 31, 2024 | — | $ | — | 0.0 | $ | — | |||||||||||||||||
Restricted Stock Units
The Company has issued Time-Based Restricted Stock Units ("RSUs"), Performance-Based Restricted Stock Units with EBITDA-based performance conditions (“PSUs”), and Performance-Based Restricted Stock Units with share-price targets ("MSUs"), which are independent of stock option grants and all generally subject to forfeiture if employment terminates prior to vesting. Forfeitures are estimated and recorded using historical forfeiture rates. As of December 31, 2025, the Company had outstanding RSUs, PSUs, and MSUs, detailed below (shares in whole numbers and per share values in whole dollars).
Time-Based Restricted Stock Units
The RSUs entitle recipients to shares of the Company’s common stock and primarily vest in equal installments over a three-year service period from date of grant. The time-based RSUs granted to the Company’s directors vest at the end of the anniversary date of their grant date.
| Time-Based Restricted Stock Units | Weighted-Average Grant Date Fair Value Per Share | Weighted-Average Remaining Contractual Term (in Years) | |||||||||||||||
| Outstanding at December 31, 2023 | 1,356,516 | $ | 14.85 | 1.0 | |||||||||||||
| Granted | 787,817 | 24.13 | |||||||||||||||
| Vested | (617,928) | 14.46 | |||||||||||||||
| Forfeited | (165,387) | 20.26 | |||||||||||||||
| Outstanding at December 31, 2024 | 1,361,018 | $ | 19.76 | 1.6 | |||||||||||||
| Granted | 784,090 | 26.60 | |||||||||||||||
| Vested | (696,297) | 18.31 | |||||||||||||||
| Forfeited | (59,340) | 28.34 | |||||||||||||||
| Outstanding at December 31, 2025 | 1,389,471 | $ | 23.98 | 1.5 | |||||||||||||
| Expected to vest at December 31, 2025 | 1,373,318 | $ | 23.94 | 1.5 | |||||||||||||
EBITDA Performance-Based Restricted Stock Units
The PSUs entitle recipients to shares of the Company's common stock if specified performance conditions are achieved. During the years ended December 31, 2025 and 2024, the Company approved and granted PSUs with EBITDA-based financial performance conditions. PSUs vest, if at all, following a three-year performance period. If the performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed.
| Performance- Based Restricted Stock Units | Weighted-Average Grant Date Fair Value Per Share | Weighted-Average Remaining Contractual Term (in Years) | |||||||||||||||
| Outstanding at December 31, 2023 | 2,478,030 | $ | 14.23 | 1.0 | |||||||||||||
| Granted | 611,529 | 23.87 | |||||||||||||||
| Vested | (702,433) | 12.73 | |||||||||||||||
| Forfeited | (607,148) | 17.43 | |||||||||||||||
| Change in units based on performance expectations | (21,666) | 13.85 | |||||||||||||||
| Outstanding at December 31, 2024 | 1,758,312 | $ | 17.72 | 1.1 | |||||||||||||
| Granted | 827,393 | 25.77 | |||||||||||||||
| Vested | (812,591) | 13.93 | |||||||||||||||
| Forfeited | (99,667) | 19.73 | |||||||||||||||
| Change in units based on performance expectations | 356,541 | 13.85 | |||||||||||||||
| Outstanding at December 31, 2025 | 2,029,988 | $ | 21.74 | 1.0 | |||||||||||||
| Expected to vest at December 31, 2025 | 1,967,186 | $ | 21.64 | 1.0 | |||||||||||||
Market-Based Performance Restricted Stock Units
The MSUs entitle the recipient to shares of the Company's common stock if specified market conditions are achieved. During the year ended December 31, 2022, the Company approved and granted MSUs with certain share-price targets. The MSUs vested 100% on March 9, 2025, the third anniversary of the grant date, as the performance condition was satisfied during the year ended December 31, 2023.
| Market-Based Performance Restricted Stock Units | Weighted-Average Grant Date Fair Value Per Share | Weighted-Average Remaining Contractual Term (in Years) | |||||||||||||||
| Outstanding at December 31, 2023 | 620,042 | $ | 11.37 | 1.2 | |||||||||||||
| Forfeited | (107,553) | 10.87 | |||||||||||||||
| Outstanding at December 31, 2024 | 512,489 | $ | 10.87 | 0.2 | |||||||||||||
| Vested | (508,830) | 10.87 | |||||||||||||||
| Forfeited | (3,659) | 10.87 | |||||||||||||||
| Outstanding at December 31, 2025 | — | $ | — | 0.0 | |||||||||||||
The Company recognized $37 and $29 of compensation expense during the years ended December 31, 2025 and 2024, respectively, for the RSUs, PSUs, and MSUs in total. Total unrecognized compensation related to unvested RSUs and PSUs as of December 31, 2025 was approximately $24, which is expected to be recognized over a weighted-average period of approximately 1.5 years and 1.0 year, respectively. The Company's actual tax benefits realized from the tax deductions related to the vesting of RSUs was $11 and $7 during the years ended December 31, 2025 and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 24, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.