APG APi Group Corporation

Exhibit 10.1

EXECUTION COPY

CONVERSION AND REPURCHASE AGREEMENT

This CONVERSION AND REPURCHASE AGREEMENT (together with the annexes hereto, as amended, this “Agreement”) is entered into as of February 28, 2024 (the “Effective Date”), by and among APi Group Corporation, a Delaware corporation (the “Company”), Juno Lower Holdings L.P., a Delaware limited partnership (“Juno Lower Holdings”), FD Juno Holdings L.P., a Delaware limited partnership (“FD Juno Holdings”, and together with Juno Lower Holdings, the “Blackstone Parties”), Viking Global Equities Master Ltd., a Cayman Islands exempted company (“VGEM”), and Viking Global Equities II LP, a Delaware limited partnership (“VGE II”, and collectively with VGEM, the “Viking Parties” and collectively with the Blackstone Parties, the “Series B Holders” and each, a “Series B Holder”). The Company and the Series B Holders are collectively referred to in this Agreement as the “Parties” and each, as a “Party.”

RECITALS

WHEREAS, as of the date of this Agreement, each of the Series B Holders owns of record and/or beneficially the number of shares of the Company’s 5.5% Series B Perpetual Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”), set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Number of Shares of Series B Preferred Stock Held on the Effective Date” (such shares of Series B Preferred Stock as to each Series B Holder, such Series B Holder’s “Series B Shares” and each, a “Series B Share”);

WHEREAS, each Series B Share has the powers, designations, preferences, and other rights as are set forth in the Certificate of Designation of the Series B Preferred Stock filed with the Secretary of State of the State of Delaware on December 30, 2021 (the “Certificate of Designation”) (capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in the Certificate of Designation);

WHEREAS, pursuant to the Certificate of Designation, each Series B Share is convertible into shares of Company’s common stock, par value $0.0001 per share (“Common Stock”), at any time pursuant to an Optional Conversion (subject to the limitations set forth in the Certificate of Designation) (such converted Series B Shares, the “Conversion Shares”);

WHEREAS, pursuant to the Certificate of Designation, an Optional Conversion occurs on the Optional Conversion Date, which is defined in the Certificate of Designation as the first Business Day on which the requirements set forth in Section 11(d)(ii) of the Certificate of Designation for such Optional Conversion are satisfied;

WHEREAS, the Certificate of Designation provides that upon the Optional Conversion Date, each Series B Share subject to conversion shall be converted into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the Liquidation Preference for such Series B Share subject to conversion by (ii) the Conversion Price, in each case, as of immediately before the Close of Business on the Optional Conversion Date;

WHEREAS, the Certificate of Designation defines (i) the Liquidation Preference as $1,000 per share of Series B Preferred Stock, “plus any accumulated and unpaid Regular Dividends on such share of Series B Preferred Stock to, but excluding the date of payment of such amount” and (ii) the Conversion Price as $24.60 per share of Common Stock (subject to certain adjustments as set forth in the Certificate of Designation); and

WHEREAS, the Parties desire that each Series B Holder convert all of such Series B Holder’s Series B Shares on the Effective Date and immediately thereafter, the Company shall, as further set forth herein, repurchase certain of the shares of Common Stock issued upon conversion of the Series B Shares, for cash in a combination of immediately available funds and the deemed funding of the 2024 Incremental Term Loans (as defined in the Credit Amendment (as defined below)) pursuant to that certain Amendment No. 5 to Credit Agreement, dated on the date hereof (the “Credit Amendment”), which amends that certain Credit Agreement, dated as of October 1, 2019, by and among the Company as Holdings, APi Group DE, Inc., a Delaware corporation, as the Borrower, Citibank, N.A., as the Agent, the lending institutions parties thereto and the other agents and entities party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, and Amendment No. 4 to Credit Agreement, dated October 11, 2023, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by the Credit Amendment, the “Amended Credit Agreement”), by the 2024 Incremental Term Lenders (as defined in the Credit Amendment) to the Company in connection with the Company’s incurrence of the 2024 Incremental Term Loans pursuant to the Amended Credit Agreement, as further set forth in the Cross Receipts (as defined below); and

WHEREAS, the Parties desire to take the actions described above and the other actions set forth in this Agreement, in each case, for the benefit of the Company and its stockholders.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

CONVERSION AND REPURCHASE OF THE CONVERSION SHARES

Section 1.1 Exercise of Optional Conversion Right.

(a) Subject to the terms and conditions set forth in this Agreement, on the Effective Date, each of the Series B Holders shall exercise such Series B Holder’s right to effect an Optional Conversion pursuant to Section 11(b) of the Certificate of Designation with respect to all (and not less than all) of such Series B Holder’s Series B Shares, by the delivery of the required documents set forth in Section 11(d)(ii)(1) of the Certificate of Designation to the Transfer Agent on the Effective Date (the “Optional Conversion Exercise”).

(b) Subject to the terms and conditions set forth in this Agreement, on the Effective Date, immediately following the Optional Conversion Exercise, the Company shall issue the number of shares of Common Stock to each Series B Holder as set forth opposite each such Series B Holder’s name on Annex A hereto under the heading “Aggregate Number of Shares of Common Stock to be Issued Upon Optional Conversion,” free and clear of all liens, pledges, hypothecations, charges, security interests or encumbrances of any kind (such restrictions, collectively, the “Liens”), other than Liens arising under applicable securities laws (the “Optional Conversion Issuance”).

(c) The parties intend that the conversion of Series B Shares into Common Stock pursuant to this Section 1.1 shall be treated as a “reorganization” under Section 368(a)(1)(E) of the Internal Revenue Code of 1086, as amended (the “Code”) (and this Agreement is hereby adopted as a “plan of reorganization” within the meaning of Section 368 of the Code), and the parties shall not file tax returns or statements inconsistent with such treatment unless otherwise required by applicable law.

Section 1.2 Repurchase.

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(a) Subject to the terms and conditions set forth in this Agreement, immediately following the Optional Conversion Issuance on the Effective Date, (i) each Series B Holder shall sell, assign, transfer and deliver to the Company all of such Series B Holder’s right, title and interest in and to, free and clear of any Liens, other than Liens arising under applicable securities laws, the number of shares of Common Stock set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Number of Shares of Common Stock to be Repurchased” (such shares of Common Stock as to each Series B Holder, such Series B Holder’s “Repurchase Shares” and each, a “Repurchase Share”) for a price of $36.90 per Repurchase Share (the “Per Share Purchase Price”) and (ii) the Company shall pay to each Series B Holder the aggregate Purchase Price set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Aggregate Purchase Price to be delivered at Closing” (the “Aggregate Purchase Price”) in cash as provided in the Acknowledgement & Cross-Receipt in substantially the form of Annex B-1 hereto (with respect to the Blackstone Investors) and Annex B-2 hereto (with respect to the Viking Investors) (together, the “Cross-Receipts”) ((i) and (ii), collectively referred to herein as the “Repurchase”).

(b) Immediately following the Repurchase on the Effective Date, the Company shall cause the transfer agent to deliver to the Series B Holders the balance of the Conversion Shares remaining after giving effect to the Repurchase (in an amount equal to the number of shares of Common Stock set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Net Number of Shares of Common Stock to be Delivered”) through the systems of The Depository Trust Company (“DTC”) and without any restricted legend thereon.

Section 1.3 Closing. The closing of the Repurchase and the Exchange (the “Closing”) shall be held on the Effective Date at the offices of Greenberg Traurig P.A., 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301, or such other place as may be mutually agreed upon in writing by the Parties, including remotely by electronic exchange of documents on the Effective Date.

Section 1.4 Further Assurances. The Parties shall execute and deliver such additional documents and take such additional lawful actions as any Party reasonably may deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.

Section 1.5 Withholdings. The Company and its agents shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this Agreement, such amounts as may be required to be deducted or withheld with respect to the making of such payment under any applicable tax laws. Any amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made. The Parties intend that the payments pursuant to this Agreement will be treated as amounts received in exchange for stock under Section 302 of the Code, and not as subject to withholding tax pursuant to section 1441 of the Code, and the parties shall file tax returns and statements consistent with such treatment, except as otherwise required by a determination within the meaning of Section 1313(a) of the Code.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Series B Holders that the statements contained in this ARTICLE II are correct and complete on the Effective Date and as of the Closing.

Section 2.1 Existence; Authority; Binding Effect. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to enter into this Agreement and consummate the transaction contemplated hereby. The execution and delivery of this Agreement and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and

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thereby, by the Company have been duly and validly authorized and approved by the board of directors of the Company, which approval remains in full force and effect, and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. This Agreement is, and each agreement and instrument executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Section 2.2 No Violation. None of the execution, delivery or performance of this Agreement and each of the other agreements or instruments executed and delivered by the Company in connection herewith and the consummation of the transactions contemplated hereby, including the incurrence of the 2024 Incremental Term Loans (as defined in the Credit Amendment), will conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under (i) the certificate of incorporation, bylaws or similar organizational documents of the Company; (ii) any law, order, writ, injunction or decree applicable to the Company or by which any property or asset of the Company is bound or affected; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected.

Section 2.3 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any governmental entity or any other person is required to be obtained, made or given by or with respect to the Company in connection with the execution and delivery of this Agreement or other agreements or instruments executed and delivered hereunder or thereunder by the Company, or the performance of any obligations hereunder or thereunder by the Company, other than those that will be made or obtained at or prior to Closing or any disclosures required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock issuable in the Optional Conversion Issuance has been approved for listing by the NYSE.

Section 2.4 Material Non-Public Information. The Company has not provided the Series B Holders with any information that would constitute material non-public information after giving effect to the filing by the Company of its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on the date hereof.

Section 2.5 Available Funds. The Company has, and will have as of the Closing, sufficient cash available to pay the Aggregate Purchase Price to the Series B Holders on the terms and conditions contained herein.

Section 2.6 No Side Letters. Neither the Company nor any of its subsidiaries has entered into any side letter or other arrangement with a Series B Holder or any of its affiliates that has the effect of establishing rights or granting economic terms more favorable to such Series B Holder than the other Series B Holders with respect to the transactions contemplated hereby or the sale of any Common Stock issuable in the Optional Conversion Issuance.

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Section 2.7 No Other Representations. Except for the representations and warranties expressly set forth in this Article II, the Company is not making any other representations or warranties (including any implied representations) in connection with or related to the transactions contemplated by this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SERIES B HOLDERS

Each Series B Holder, severally and not jointly, represents and warrants to the Company that the statements contained in this ARTICLE III are correct and complete on the Effective Date and as of the Closing.

Section 3.1 Title to Series B Preferred Stock. Each Series B Holder is the sole record and beneficial owner of the number of shares of Series B Preferred Stock set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Number of Shares of Series B Preferred Stock Held on the Effective Date.” Each such Series B Holder has good, valid and marketable title to such shares of Series B Preferred Stock, and on the Effective Date, after giving effect to the Optional Conversion Exercise and the Optional Conversion Issuance, assuming the issuance of the Common Stock by the Company to the Series B Holder in connection with the Optional Conversion Exercise free and clear of all Liens, will have good, valid and marketable title to the number of shares of Common Stock set forth opposite such Series B Holder’s name on Annex A hereto under the heading “Aggregate Number of Shares of Common Stock to be Issued Upon Optional Conversion,” in each case, free and clear of all Liens (except, with respect to the Blackstone Parties, any Liens related to that certain margin loan facility of the Blackstone Parties secured on Series B Shares and Common Stock, as previously disclosed to the Company prior to the date hereof (the “Blackstone Margin Loan”)) (which security interest will be released immediately prior to the Repurchase with respect to the Repurchase Shares), other than Liens arising under applicable securities laws. Except for this Agreement, each of the Securities Purchase Agreements, dated as of July 26, 2021, by and among the Company and the applicable Series B Holder, and each of the Registration Rights Agreements, dated as of January 3, 2022 (the “Registration Rights Agreements”), by and among the Company and the applicable Series B Holder, each such Series B Holder (other than the Blackstone Parties with respect to the Blackstone Margin Loan) is not party to or bound by any contract, option or other arrangement or understanding with respect to the purchase, sale, delivery, transfer, gift, pledge, hypothecation, encumbrance, assignment or other disposition or acquisition of (including by operation of law) any shares of Series B Preferred Stock (or underlying shares of Common Stock) (or any rights or interests of any nature whatsoever in or with respect to any shares of Series B Preferred Stock (or underlying shares of Common Stock) or as to voting, agreeing or consenting (or abstaining therefrom) with respect to any amendment to or waiver of any terms of, or taking any action whatsoever with respect to, shares of Series B Preferred Stock (or underlying shares of Common Stock).

Section 3.2 Existence; Authority; Binding Effect. Each Series B Holder is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to own its properties and to carry on its business as presently conducted. Each Series B Holder has full legal capacity, power and authority to execute and deliver this Agreement, and any other agreements or instruments executed or to be executed by them in connection herewith, to consummate the transactions contemplated herein and therein, and perform its obligations hereunder. The execution, delivery and performance by each such Series B Holder of this Agreement and any other agreements or instruments executed or to be executed and delivered by such Series B Holder in connection herewith, and the consummation of the transactions contemplated hereby and thereby by the Series B Holders, has been duly and validly authorized and approved by the general partner or other governing body of such Series B Holder, and no other actions on the part of such Series B Holder is necessary in respect thereof. This Agreement is, and the other agreements and instruments executed hereunder by such Series B Holder in connection herewith will be, a valid and binding obligation of such Series B Holder, in each case, to the extent party thereto, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by the Enforceability Exceptions.

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Section 3.3 No Violation. None of the execution and delivery of this Agreement, or any other agreements or instruments executed and delivered by such Series B Holder in connection herewith, nor the performance of any obligations hereunder or thereunder by such Series B Holder, will conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under or result in the creation of any Lien upon the Series B Preferred Stock (or the underlying Conversion Shares) held by such Series B Holder under (i) the organizational documents of such person, including any limited partnership or similar agreement; (ii) any law, order, writ, injunction or decree applicable to such Series B Holder or by which any property or asset of such Series B Holder is bound or affected; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which such Series B Holder is a party or by which such Series B Holder or any property or asset of such Series B Holder is bound or affected (except, with respect to the Blackstone Parties, the Blackstone Margin Loan).

Section 3.4 Consents and Approvals. Assuming the accuracy of the representation and warranty set forth in Section 2.3, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any governmental entity or any other Person is required to be obtained, made or given by or with respect to such Series B Holder in connection with the execution and delivery of this Agreement or other agreements or instruments executed and delivered hereunder or thereunder by such Series B Holder, or the performance of any obligations hereunder or thereunder by such Series B Holder, other than those that have already been obtained prior to the Effective Date and an amendment to a Schedule 13G or 13D, or Form 4 filing, as applicable, with the Commission.

Section 3.5 Adequate Information; No Reliance. Each Series B Holder acknowledges and agrees that (i) it has been furnished with all materials it considers relevant to making an investment decision to enter into this Agreement and has had the opportunity to review the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (ii), together with its professional advisers, is a sophisticated and experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the conversion of the Series B Preferred Stock and the sale and/or Repurchase of the Conversion Shares, and that each Series B Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated hereby and to make an informed investment decision with respect to the transaction contemplated hereby, and (iii) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives, except for the representations and warranties made by the Company in this Agreement.

Section 3.6 Non-Public Information. Each Series B Holder acknowledges that (a) the Company now possesses and may hereafter possess certain non-public information concerning the Company and its affiliates and/or the Series B Preferred Stock (and underlying Conversion Shares) that may or may not be independently known to such Series B Holder (the “Non-Public Information”) which may constitute material information with respect to the foregoing, and (b) the Company is relying on this representation and would not enter into the transactions contemplated hereby absent this representation. Each Series B Holder agrees to consummate the transactions contemplated hereby notwithstanding that the Non-Public Information exists and the Company has not disclosed any Non-Public Information to such Series B Holder. Each Series B Holder acknowledges that it is a sophisticated investor with respect to the conversion, sale and valuation of securities such as the Series B Preferred Stock and that the Company has (x) no obligations to the Series B Holder to disclose such Non-Public Information and (y) no fiduciary duties or obligations to the Series B Holder (in such person’s capacity as a Series B Holder) with respect to the transactions contemplated by this Agreement.

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Section 3.7 Release. Each Series B Holder does for itself and its respective affiliates, successors and/or permitted assigns, hereby irrevocably forever releases, discharges and waives any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, or damages of any kind (including, but not limited to, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against the Company or any of its affiliates, including, without limitation, any and all of its present and/or past directors, officers, employees, fiduciaries, agents or accounts under management, and its respective successors and permitted assigns, which arise solely from the fact that Non-Public Information has not been disclosed to it in connection with the conversion of shares of Series B Preferred Stock, the issuance of shares of Common Stock upon conversion of shares of Series B Preferred Stock or the Repurchase of the Conversion Shares.

Section 3.8 No Other Representations. Except for the representations and warranties expressly set forth in this Article III or in the certificate contemplated by Section 5.1(b)(iii), such Series B Holder is not making any other representations or warranties (including any implied representations) in connection with or related to the Series B Preferred Stock or the transactions contemplated by this Agreement.

ARTICLE IV

COVENANTS

Section 4.1 Lock-Up of Common Stock. Each of the Series B Holders hereby agrees, severally and not jointly and solely for the benefit of, and enforceable by, the Company, that it shall not Transfer any shares of Common Stock (other than the Repurchase Shares and the Resale Shares (as defined below) and any Common Stock sold pursuant to an option granted by the Series B Holders to the underwriters pursuant to the overallotment option) until the date that is 90 days from the Effective Date; provided, however, the restrictions contained in this Section 4.1 shall not apply to (i) Transfers to affiliates of the Series B Holder, (ii) any Transfers (including pledges) by any Series B Holder of such Common Stock in connection with a bona fide margin loan (including the Blackstone Margin Loan) and (iii) pledges and Transfers in connection with any foreclosures on such pledges; provided further, however, that each such permitted transferee pursuant to clause (i) of the preceding proviso agrees to the transfer restrictions set forth herein. For purposes of this Agreement, “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security or (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

Section 4.2 Secondary Offering. The Parties acknowledge and agree that the Series B Holders intend, subject to market conditions, to participate in a secondary underwritten registered offering to resell an aggregate of approximately 8,130,082 of the shares of Common Stock received by the Series B Holders (on a pro rata basis) (plus an additional number of Conversion Shares that may be sold pursuant to an option granted by the Selling Stockholders to the underwriters) pursuant to the Optional Conversion Issuance (that are not Repurchase Shares and that are owned by the Series B Holders or their affiliates) (the “Resale Shares”), in each case, pursuant to and in accordance with the Company’s obligations to each of

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the Series B Holders under its respective Registration Rights Agreement (the “Secondary Offering”). The Parties hereby further agree that (i) they will cooperate with the other to effect the Secondary Offering and take such reasonable actions that are necessary and customary for transactions of this type in accordance with the Registration Rights Agreements and (ii) the Secondary Offering, if consummated, will constitute an Underwritten Offering (as defined in, and pursuant to, Section 1.6 of each Registration Rights Agreement) for purposes of the limitation on the number of Underwritten Offerings that the Series B Holders may effect during any twelve (12) month period.

Section 4.3 Blitzer Resignation Letter. On or prior to the Effective Date, each of the Blackstone Entities shall cause David S. Blitzer to deliver to the Company a letter evidencing his resignation as a member of the Company’s board of directors effective immediately prior to the execution of this Agreement on the Effective Date.

ARTICLE V

CLOSING CONDITIONS

Section 5.1 Closing Conditions.

(a) The obligation of the Company to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions:

(i) the representations and warranties of each Series B Holder set forth in ARTICLE III shall be true and correct in all respects as of the Closing;

(ii) each Series B Holder has complied with or performed all of the covenants and agreements required to be complied with or performed by such Series B Holder hereunder prior to the Closing;

(iii) each Series B Holder shall have delivered to the Company a certificate (signed by an authorized person of such Series B Holder), dated as of the Closing, certifying that (x) the conditions set forth in Section 5.1(a)(i) and (ii) have been satisfied; and

(iv) each Series B Holder that is a “United States Person” (as defined in Section 7701 of the Code) shall have delivered an Internal Revenue Service Form W-9; and each Series B Holders that is a “Foreign Person” (as defined in Section 7701 of the Code) shall have delivered (x) an Internal Revenue Service Form W-8 IMY and (y) a section 302 withholding certificate establishing the repurchase of shares is a substantially disproportionate redemption within the meaning of section 302(b)(2) of the Code.

(b) The obligation of each Series B Holder to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following conditions:

(i) the representation and warranties of the Company set forth in ARTICLE II shall be true and correct in all respects as of the Closing;

(ii) the Company shall have complied with or performed all of the covenants and agreements required to be complied with or performed by the Company hereunder prior to the Closing; and

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(iii) the Company shall have delivered to the Series B Holders a certificate (signed by an officer of the Company), dated as of the Closing, certifying that (x) the conditions set forth in Section 5.1(b)(i) and (ii) have been satisfied; (y) immediately before and after giving effect to the transactions contemplated hereby, the Company and its subsidiaries, taken as a whole, are Solvent (as defined in the Amended Credit Agreement); and (z) at the time of Closing (and after giving effect thereto, including the transactions contemplated hereby), the Company shall be in compliance with (1) the covenants set forth in Section 8.02 and Section 8.05 of the Existing Credit Agreement, and (2) the covenants set forth in Section 4.07 and Section 4.09 of the Indenture, dated as June 22, 2021, and the Indenture, dated as of October 21, 2021 (each as supplemented or otherwise modified from time to time).

(c) The obligation of each party to consummate the transactions contemplated hereby is subject to the satisfaction at or prior to the Closing of the following condition(s):

(i) On or substantially concurrently with the Closing, the Credit Amendment shall have become effective (including the issuance of the 2024 Incremental Term Loans therein);

(ii) On or substantially concurrently with the Closing, (A) the Company, on the one hand, and the Blackstone Investors, on the other hand, and (B) the Company, on the one hand, and the Viking Investors, on the other hand, shall have executed and delivered the Cross-Receipts.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Entire Agreement. This Agreement, together with the annexes hereto and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitute the entire agreement and understanding of the Parties in respect of its subject matter and supersede all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

Section 6.2 Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors and permitted assigns.

Section 6.3 Assignments. No Party may assign either this Agreement or any of such Party’s rights, interests, or obligations hereunder without the prior written approval of the other Parties. Any purported assignment in violation of this Section 6.3 shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

Section 6.4 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR IN TORT) ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED BY THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT ARISE OUT OF THIS AGREEMENT, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING

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CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER AGREEMENTS, INSTRUMENTS OR DOCUMENTS CONTEMPLATED BY THIS AGREEMENT. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.

Section 6.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

Section 6.6 Headings. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

Section 6.7 Governing Law and Jurisdiction. This Agreement and any litigation between the Parties arising out of this Agreement (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles. To the fullest extent permitted by applicable law, each of the Parties (i) irrevocably agrees that all claims or causes of action (whether in contract or tort) that arise out of this Agreement or any of the other agreements, instruments or documents contemplated by this Agreement shall be exclusively resolved by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (the “Delaware Courts”), and (ii) waives any objection or defense that it may now or hereafter have to the resolution of any such claims or causes of action by the Delaware Courts. Each of the Parties hereby consents to and agrees that service of process, summons, notice or document delivered to a party to this Agreement by certified or registered mail, return receipt requested and postage prepaid, addressed to it at the applicable address set forth in Section 6.15 or in any other manner permitted by applicable law shall, to the fullest extent permitted by applicable law, be effective service of legal process.

Section 6.8 Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the Parties.

Section 6.9 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a governmental body, or arbitrator not to be enforceable in accordance with its terms, the Parties agree that the governmental body, or arbitrator, making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

Section 6.10 Expenses. Each Party will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants, except that the Company shall reimburse the fees and expenses of one counsel for the Blackstone Parties and one counsel for the Viking Parties in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the Secondary Offering) not to exceed, together with any fees and expenses of counsel reimbursable under Section 3.3 of each Registration Rights Agreement and without duplication, $125,000 per counsel.

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Section 6.11 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such Party has not breached will not detract from or mitigate the fact that such Party is in breach of the first representation, warranty, or covenant.

Section 6.12 Waiver. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence. Any Party hereto may, only by an instrument in writing, waive compliance by any other Party or Parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 6.13 Obligations Several. All obligations of the Series B Holders under this Agreement shall be several, and not joint and several.

Section 6.14 No Group. The Blackstone Parties and the Viking Parties do not intend to form a group withing the meaning of Section 13(d) of the Exchange Act pursuant to this Agreement or in connection with the transactions contemplated hereby, and nothing in this Agreement shall be construed as the Blackstone Parties and the Viking Parties acting in concert or as a group with respect to the Series B Preferred Stock or the Common Stock.

Section 6.15 Notice. All notices, requests, demands, claims and other communications under this Agreement shall be in writing. Any notice, request, demand, claim or other communication under this Agreement shall be deemed duly given when (i) delivered personally to the recipient (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon receipt when being sent to the recipient by facsimile transmission or electronic mail (unless received after business hours or on a day that is not a business day, in which case notice will be deemed given at the start of business on the succeeding business day), or (iv) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the intended recipient as set forth below:

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If to the Company, addressed to it at:

APi Group Corporation

1100 Old Highway 8 NW,

New Brighton, MN, 55112

Attention: [***]

Email: [***]

With a copy to:

Greenberg Traurig, P.A.

401 East Las Olas Blvd.

Suite 2000 Fort Lauderdale, FL 33301

Attention: Brian J. Gavsie, Esq.

Email: Brian.Gavsie@gtlaw.com

If to one or more Blackstone Parties, addressed to such Series B Holder(s) at:

c/o The Blackstone Group

345 Park Avenue,

New York, NY 10154

Attention:  [***]

E-mail:     [***]

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:  Joshua N. Korff, P.C.

 Alborz Tolou

E-mail:    jkorff@kirkland.com

 alborz.tolou@kirkland.com

If to one or more Viking Parties, addressed to such Series B Holder(s) at:

c/o Viking Global Investors LP

660 Fifth Avenue

New York, NY 10103

Attention: General Counsel

E-mail:   legalnotices@vikingglobal.com

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Paul V. Imperatore;

Adam Fleisher

E-mail:    pimperatore@cgsh.com;

afleisher@cgsh.com

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Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section 6.15.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the Effective Date.

[Signature Page to Conversion and Repurchase Agreement]

ANNEX A

ANNEX B-1

(Attached)

ANNEX B-2

(Attached)

Exhibit 10.2

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of February 28, 2024 (together with the schedule hereto, this “Amendment”), is entered into by and among APi Group DE, Inc., a Delaware corporation (the “Borrower”), APi Group Corporation, a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower party hereto, Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”; collectively, the “Agent”), and the 2024 Incremental Term Loan Lenders (as defined below) party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement (as defined below).

RECITALS

A. Reference is made to the Credit Agreement, dated as of October 1, 2019, by and among Holdings, the Borrower, the Agent, the lending institutions parties thereto and the other agents and entities party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, and Amendment No. 4 to Credit Agreement, dated October 11, 2023, the “Existing Credit Agreement” and the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”).

B. The Borrower has requested and the lenders identified on Schedule 1 hereto (the “2024 Incremental Term Loan Lenders”) have agreed to provide, subject to the terms and conditions set forth herein, Incremental Term Loans denominated in Dollars in an aggregate principal amount of $300,000,000 in accordance with Section 2.14 of the Existing Credit Agreement, and such Incremental Term Loans shall be deemed to have been made (which, for the avoidance of doubt, shall be on a cashless basis) as consideration for the repurchase of certain shares of Common Stock (as defined in the Repurchase Agreement (as defined below)) of Holdings held by such 2024 Incremental Term Loan Lenders (or their respective Affiliates), pursuant to that certain Conversion and Repurchase Agreement, dated as of the date hereof, by and among Holdings and the Series B Holders (as defined therein) party thereto (the “Repurchase Agreement”) (such transaction, the “Repurchase”).

C. The Borrower intends to incur the 2024 Incremental Term Loans (as defined below) as consideration for the Repurchase and thereby effect the cancellation and retirement of certain Common Stock (as defined in the Repurchase Agreement) of Holdings held by such 2024 Incremental Term Loan Lenders (or their respective Affiliates) pursuant to the Repurchase Agreement.

D. Each of the Borrower and the other Loan Parties party hereto (each, a “Reaffirming Party” and, collectively, the “Reaffirming Parties”) expects to realize substantial direct and indirect benefits as a result of this Amendment and the consummation of the transactions contemplated hereby and desires to reaffirm its obligations pursuant to the Collateral Documents to which it is a party.

NOW THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. 2024 Incremental Term Loans

(a) Subject to the terms and conditions of this Amendment and the Existing Credit Agreement, each 2024 Incremental Term Loan Lender shall be deemed to have made, on a several and not joint basis, Incremental Term Loans (the “2024 Incremental Term Loans”) to the Borrower on the Closing Date (as defined below) in an aggregate principal amount equal to the amount set forth opposite such 2024 Incremental Term Loan Lender’s name on Schedule 1 annexed hereto.

(b) This Amendment shall constitute (i) the notice required pursuant to Section 2.14(a) of the Existing Credit Agreement and shall be deemed to satisfy the requirements set forth therein and (ii) an Incremental Amendment referenced in and for purposes of Section 2.14(a) of the Existing Credit Agreement.

(c) Except as set forth herein, the terms of the 2024 Incremental Term Loans shall be the same as the terms of the 2021 Incremental Term Loans outstanding immediately prior to giving effect to this Amendment (the “Existing Term Loans”) (including, without limitation, with respect to the Base Rate, the Applicable Rate, Adjusted Term SOFR and the 2021 Incremental Term Loan Maturity Date) and, after the Closing Date, the 2024 Incremental Term Loans and the Existing Term Loans shall constitute one tranche and Class of Term Loans. Upon the Closing Date, the 2024 Incremental Term Loan Lenders shall each be a 2021 Incremental Term Loan Lender for all purposes of the Amended Credit Agreement, with an outstanding 2021 Incremental Term Loan. Following the Closing Date, each reference to “2021 Incremental Term Loans” in the Amended Credit Agreement and the other Loan Documents shall be a reference to the Existing Term Loans and the 2024 Incremental Term Loans, and each reference to “2021 Incremental Term Loan Lenders” in the Amended Credit Agreement and the other Loan Documents shall include the 2024 Incremental Term Loan Lenders, in each case, unless the context shall require otherwise, and each 2024 Incremental Term Loan Lender shall have the rights and obligations of a “2021 Incremental Term Loan Lender” under the Amended Credit Agreement and the other Loan Documents. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all of the 2024 Incremental Term Loans, when originally deemed made, are 2021 Incremental Term Loans for all purposes under the Loan Documents, and the Administrative Agent is authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein.

(d) The 2024 Incremental Term Loans shall be a single Term SOFR Loan denominated in Dollars, with an initial Interest Period that commences on the Closing Date and ends on the last day of the Interest Period applicable to the Existing Term Loans. During such initial Interest Period, Adjusted Term SOFR applicable to the 2024 Incremental Term Loans shall be the same Adjusted Term SOFR applicable for the Existing Term Loans.

(e) The amortization of the 2021 Incremental Term Loans pursuant to Section 2.07(a) of the Existing Credit Agreement shall be increased proportionally by the amount of the 2024 Incremental Term Loans deemed made on the Closing Date; provided that, prior optional prepayments of the 2021 Incremental Term Loans shall continue to be applied to reduce such amortization payments as set forth in Section 2.05(a)(iii) of the Existing Credit Agreement, which for the avoidance of doubt, shall result in no future amortization payments being due.

(f) The 2024 Incremental Term Loans shall be used as set forth in the recitals hereto solely for purposes of the Repurchase.

(g) The Borrower agrees that the 2024 Incremental Term Loans shall be treated as made at par and fungible with outstanding the Existing Term Loans for U.S. federal income tax purposes and the 2024 Incremental Term Loan Lenders acknowledge such treatment and do not intend to take an inconsistent position for U.S. federal income tax purposes.

SECTION 2. [Reserved].

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SECTION 3. Representations and Warranties. Subject to Section 12 below, the Borrower and the other Loan Parties party hereto represent and warrant to the Agent and the Lenders as of the Closing Date that:

(a) The execution, delivery and performance by each Loan Party party hereto of this Amendment and other documents executed in connection herewith to which such Person is a party, and the consummation of the transactions contemplated herein, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any material payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law that would adversely affect the rights of the Lenders, the Administrative Agent or the Collateral Agent under the Loan Documents.

(b) This Amendment and each other document executed in connection herewith have been duly executed and delivered by each Loan Party that is a party hereto and thereto. This Amendment and each other document executed in connection herewith constitute a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party hereto and thereto in accordance with their terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) (i) Immediately before and after the Closing Date, no Default or Event of Default has occurred and is continuing, and (ii) all representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Existing Credit Agreement or similar provisions in any other Loan Document are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(d) Neither the Amended Credit Agreement effected on the Closing Date pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment: (i) impairs (or will impair as of the Closing Date) the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document (as defined in the Amended Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of the Obligations (as defined in the Amended Credit Agreement), whether heretofore or hereafter incurred or (ii) requires (or will require as of the Closing Date) that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (other than any filings in connection with the addition of new Loan Parties and any actions contemplated by Section 7.12 and Section 7.14(b) of the Amended Credit Agreement).

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SECTION 4. Conditions to the Closing Date. Subject to Section 12 below, this Amendment shall become a binding agreement of the parties hereto and the agreements set forth herein shall become effective on the date (the “Closing Date”) on which each of the following conditions is satisfied or waived:

(a) The Administrative Agent shall have received from (i) the Borrower and each other Loan Party (other than API Group Treasury Limited and API Group Finco Limited, together the “Post-Closing Loan Parties”), a counterpart of this Amendment signed on behalf of such party, and (ii) the 2024 Incremental Term Loan Lenders, a counterpart of this Amendment signed on behalf of such party.

(b) The Administrative Agent shall have received a customary closing certificate from a secretary, assistant secretary or other similar officer or foreign representative of the Borrower and each other Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the (if applicable) board of directors, board of supervisory directors and/or shareholders (or equivalent governing body) and, if applicable, a copy of any request for works council advice and positive and unconditional works council advice of the Borrower and each such Loan Party authorizing the execution, delivery and performance of this Amendment (and the Loan Documents or other documents executed in connection therewith or herewith in each case as amended on the Closing Date), (ii) the accuracy and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each Loan Party party hereto certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and copies of the by-laws or operating, management, partnership or similar agreement (to the extent applicable and/or relevant and available in the jurisdiction of organization of such Loan Party) of each Loan Party party hereto and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) (or, if applicable, a certification that there has been no change to the organizational documents of such entity previously delivered to the Administrative Agent on October 1, 2019, October 22, 2020, May 4, 2021, January 3, 2022, April 1, 2022, March 23, 2023 or October 11, 2023 (or, with respect to each Loan Party joined on any other date, the date that such organizational documents previously delivered to the Administrative Agent on the date of the relevant joinders), and that such organizational documents remain in full force and effect as of the Closing Date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any Loan Document on behalf of the Borrower and each such Loan Party and (iv) the good standing (or subsistence or existence) of the Borrower and each such Loan Party from the Secretary of State (or similar state, province or foreign official) of the state, province or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); provided that, with respect to Loan Parties organized outside of the United States, to the extent the foregoing cannot be provided on the Closing Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Closing Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion).

(c) On or substantially concurrently with the Closing Date, the Borrower shall have paid to the Administrative Agent all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent required in connection with this Amendment pursuant to Section 11.04 of the Existing Credit Agreement and the reasonable and documented fees, disbursements and other charges of one firm of counsel, Latham & Watkins LLP, plus one local counsel in each appropriate jurisdiction.

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(d) The Administrative Agent shall have received the executed legal opinions of (i) Kane Kessler P.C., counsel to the Borrower, and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) to the extent reasonably requested by the Administrative Agent, local counsel to the other Loan Parties party hereto (or the Lenders if customary in the relevant jurisdiction), as customary for transactions of this type; provided that, with respect to Loan Parties organized outside of the United States, to the extent the foregoing cannot be provided on the Closing Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Closing Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion).

(e) Each relevant Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Term Loan Note, payable to the order of such Lender, duly executed by the Borrower.

(f) To the extent requested at least 10 Business Days prior to the Closing Date, the Lenders shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the Closing Date.

(g) The Administrative Agent shall have received a Committed Loan Notice with respect to the 2024 Incremental Term Loans; provided that such Committed Loan Notice may be provided by 9:30 a.m. New York City time on the Closing Date.

(h) The Administrative Agent shall have received a solvency certificate from a financial officer of Holdings substantially in the form of Exhibit D attached to the Amended Credit Agreement, to the effect that, immediately before and after giving effect to the 2024 Incremental Term Loans and the other transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent (as defined in the Amended Credit Agreement).

(i) The Administrative Agent shall have received an officer’s certificate certifying that (i) the representations and warranties of the Loan Parties contained in Section 3 of this Amendment shall be true and correct in all materials respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, (ii) at the time of the Closing Date (and after giving effect thereto) no Default or Event of Default shall exist or would result from the 2024 Incremental Term Loans and (iii) that the condition set forth in Section 4(j) has been satisfied.

(j) On or substantially concurrently with the Closing Date, the Repurchase Agreement shall have become effective and the Repurchase shall have occurred and the Repurchase Shares (as defined in the Repurchase Agreement) of Holdings held by the 2024 Incremental Term Loan Lenders (or their respective Affiliates) pursuant to the Repurchase Agreement shall have been cancelled and retired.

(k) (i) each 2024 Incremental Term Loan Lender that is a “United States Person” (as defined in Section 7701 of the Code) shall have delivered an Internal Revenue Service Form W-9 to the Administrative Agent and (ii) each 2024 Incremental Term Loan Lender that is a “Foreign Person” (as defined in Section 7701 of the Code) shall have delivered to the Administrative Agent (x) an Internal Revenue Service Form W-8 IMY and (y) a section 302 withholding certificate establishing the repurchase of shares is a substantially disproportionate redemption within the meaning of section 302(b)(2) of the Code.

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Each party hereto agrees that its respective signatures to this Amendment, once delivered, are irrevocable and may not be withdrawn. Each 2024 Incremental Term Loan Lender, by delivering its signature page to this Amendment, shall be deemed to have consented to, approved and accepted each term of the Amended Credit Agreement set forth in Section 1 hereof and shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such 2024 Incremental Term Loan Lender unless, prior to the Closing Date, the Administrative Agent receives notice from such 2024 Incremental Term Loan Lender specifying such 2024 Incremental Term Loan Lender’s objections.

SECTION 5. Post-Closing Security. Within thirty (30) days after the Closing Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion), (a) subject to Section 12 below, the Loan Parties shall enter into any additional or supplementary Collateral Documents as the Administrative Agent may reasonably require to ensure the continuing Guaranty and the continuing grant, perfection and priority of the security interests under the Collateral Documents (and as may be necessary for counsel to give any opinions referred to in Section 4(d) that are not delivered on the Closing Date), in each case, after giving effect to this Amendment and (b) the Post-Closing Loan Parties shall deliver signature pages or joinders hereto or affirmations hereof reasonably satisfactory to the Administrative Agent.

SECTION 6. [Reserved].

SECTION 7. Counterparts. This Amendment and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or e-mail (including “.pdf” or “.tif”) of an executed counterpart of a signature page to this Amendment and each other Loan Document shall be effective as delivery of an original executed counterpart of this Amendment and such other Loan Document. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8. Applicable Law. THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

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SECTION 9. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 10. Effect of Amendment.

(a) Until this Amendment becomes effective in accordance with its terms and the Closing Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Closing Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of such Borrower under the Amended Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Amended Credit Agreement.

(b) Except as expressly set forth in this Amendment or in the Amended Credit Agreement, this Amendment and the Amended Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other Loan Document, all of which (as amended by this Amendment and the Amended Credit Agreement) are ratified and affirmed in all respects and shall continue in full force and effect. Except as expressly set forth herein or in the Amended Credit Agreement, nothing herein shall be deemed to entitle the Borrower, any Loan Party or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances or be construed as a release or other discharge of any Borrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities as a “Borrower”, a “Grantor” or a “Guarantor” (or any similar term) under the Existing Credit Agreement or the Loan Documents. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein.

(c) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties, the Administrative Agent, or the Collateral Agent, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Collateral Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower, any other Loan Party or any other person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Collateral Documents in similar or different circumstances.

(d) As of the Closing Date, each reference in the Existing Credit Agreement (including the Exhibits and Schedules thereto) to “the Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Existing Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Amended Credit Agreement. This Amendment (including the schedule hereto) shall constitute a Loan Document (as defined in the Existing Credit Agreement both before and after giving effect to the amendment thereof by this Amendment and the Amended Credit Agreement).

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SECTION 11. Reaffirmation.

Subject to Section 12 below:

(a) Each Reaffirming Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and the Amended Credit Agreement and consents to (i) the amendments to the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties under the Amended Credit Agreement.

(b) Each Reaffirming Party hereby confirms and agrees that (i) the 2024 Incremental Term Loans shall, on and after the Closing Date, constitute, “Obligations” (or any word of like import) under each of the Amended Credit Agreement and Collateral Documents and each other Loan Document, and (ii) the Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents.

(c) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to prepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Obligations to be duly perfected to the extent required by such agreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or the Collateral Agent as necessary.

SECTION 12. Dutch Loan Parties.

The obligations, reaffirmation, confirmation, acknowledgement and agreement under Section 11 above (the “Security and Guarantee Confirmation”) shall, in relation to each of Saval B.V., Chubb Fire & Security B.V. and Security Monitoring Centre B.V. (each a “Works Council Loan Party” and collectively the “Works Council Loan Parties”), be subject to completion of the consultation proceedings as required by the Dutch Works Councils Act (Wet op de ondernemingsraden) insofar as the Security and Guarantee Confirmation results in the 2024 Incremental Term Loans being guaranteed and secured pursuant to the Loan Documents by the Works Council Loan Parties (the “Works Council Condition”).

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Subject to the terms of this Amendment, each of the Works Council Loan Parties will use commercially reasonable efforts to timely satisfy or procure the satisfaction of the Works Council Condition as soon as reasonably possible and will notify the Agent in writing as soon as reasonably practicable after the satisfaction of the Works Council Condition.

The Works Council Loan Parties shall inform the Agent in writing of any material developments and issues (including notifying the Agent in writing of any request, commitment or condition raised by the relevant works council).

Prior to completion of the consultation proceedings as required by the Dutch Works Councils Act (Wet op de ondernemingsraden) for any Works Council Loan Party, such Works Council Loan Party shall not guarantee or secure pursuant to the Loan Documents the 2024 Incremental Term Loans.

The existing guarantees, security interests and Loan Documents granted by the Works Council Loan Parties for which advice from the relevant works council has been obtained prior to the date hereof will remain unaffected and will extend to the obligations as amended by this Amendment, except for the 2024 Incremental Term Loans.

SECTION 13. Submission to Jurisdiction; WAIVERS OF JURY TRIAL. Sections 11.16(b) and (c) of the Existing Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 14. FATCA.

(a) For purposes of determining withholding Taxes imposed under FATCA, the Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the 2024 Incremental Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(b) The Borrower and the Administrative Agent request each Lender to provide the U.S. federal income tax documentation as required under Section 11.14 of the Existing Credit Agreement (including documentation required under Section 11.14(c) of the Existing Credit Agreement to allow the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment).

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

[Signature Page to Amendment No. 5]

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SCHEDULE 1

2024 INCREMENTAL TERM LOAN LOANS

Exhibit 99.1

APi Group Reports Fourth Quarter and Full Year 2023 Financial Results and Announces Agreement to Retire All Outstanding Series B Preferred Stock from Blackstone and Viking

-Record full year net revenues of $6.9 billion, representing approximately 6% and 5.5% reported and organic growth, respectively, with continued double-digit organic core inspection revenue growth-

-Record reported net income of $153 million and adjusted EBITDA of $782 million for the full year, representing year-over-year net income growth of 110% and adjusted EBITDA growth of 16.2%-

-Full year adjusted free cash flow conversion of 69%, with year-end net leverage ratio of 2.3x-

-Announces $1 Billion Share Repurchase Program-

New Brighton, Minnesota – February 28, 2024 – APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today reported its financial results for the three months and full year ended December 31, 2023.

Russ Becker, APi’s President and Chief Executive Officer stated: “2023 was a year of record financial results for APi. Our global team of 29,000 leaders delivered record net revenues, record adjusted EBITDA margins, and record adjusted free cash flow in an evolving macro environment.”

Becker continued, “The Series B transaction represents another step in our journey to drive value for our investors by simplifying our capital structure, reducing our adjusted diluted share count, and providing immediate accretion to adjusted earnings per share, while having no impact on our focus on opportunistic M&A. We appreciate everything Blackstone and Viking have done to bring this transaction to fruition and look forward to their continued support.

As we look to 2024, we have great confidence in the business, our backlog, and our balance sheet. We believe we are well positioned to deliver strong organic growth, drive margin expansion and improve our free cash flow generation. We have significant flexibility to pursue value-enhancing capital allocation alternatives including, but not limited to, an acceleration of our bolt-on M&A strategy and share repurchases. Longer term, we remain focused on creating sustainable shareholder value by delivering on our “13/60/80” targets, with a near-term focus on generating adjusted EBITDA margins of 13% or more in 2025.”

Fourth Quarter and Full Year 2023 Consolidated Results:

NM = Not Meaningful

Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

Fourth Quarter 2023 Highlights

2023 Highlights

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Fourth Quarter and Full Year 2023 Segment Results:

Safety Services

Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

Fourth Quarter 2023 Safety Services Highlights

2023 Safety Services Highlights

3

Specialty Services

Notes: Refer to non-GAAP reconciliations to the most comparable GAAP measures.

Fourth Quarter 2023 Specialty Services Highlights

2023 Specialty Services Highlights

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Guidance

APi Group announces initial full year 2024 guidance for net revenue, adjusted EBITDA, and free cash flow conversion.

APi Group announces guidance for the first quarter of 2024.

Series B Preferred Stock Retirement Transaction

APi has reached an agreement with shareholders affiliated with Blackstone Tactical Opportunities Fund (“Blackstone”) and Viking Global Equities (“Viking”) to retire all of the outstanding shares of their Series B Perpetual Convertible Preferred Stock (the “Series B Preferred Stock”). Under the terms of the agreement, Blackstone and Viking will each exercise their respective right to convert all of their Series B Preferred Stock into common stock of APi, resulting in a total of 800,000 shares of Series B Preferred Stock being converted into approximately 32.5 million shares of common stock of APi (the “Conversion Shares”).

Upon issuance of the Conversion Shares, APi will repurchase 16.3 million, or one-half, of the Conversion Shares (on a pro rata basis) from Blackstone and Viking for an aggregate purchase price of $600 million. The transaction is expected to be financed by (i) an incremental term facility of $300 million issued at par; (ii) cash on hand and available credit.

As a part of the agreement, Blackstone and Viking intend to effect a coordinated secondary public offering with the goal of selling approximately 8.1 million shares of APi’s common stock. Following the sale, it is expected that any remaining common shares owned by Blackstone and Viking would be subject to a 90-day lockup.

The transaction is expected to provide substantial benefits to APi and its common stockholders:

New Share Repurchase Authorization

The Company announced that its Board of Directors has authorized a stock repurchase program to purchase up to an aggregate of $1 billion of shares of the Company’s common stock, of which $600 million will be utilized in the Series B Preferred Stock repurchase. The timing, amount and manner of any repurchases under the new repurchase program will be determined at the discretion of the Company’s management based on a number of factors, including the availability of capital, capital allocation alternatives, and market conditions for the Company’s Class A common stock. The share repurchase program 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 we may enter into Rule 10b5-1 trading plans in connection with such repurchases.

Conclusion

APi Co-Chair James E. Lillie concluded: “2023 was another tremendous year in APi’s development with record net revenues, record adjusted EBITDA, record reported and adjusted earnings per share and record adjusted free cash flow. Our strategy of evolving away from lower margin, higher risk opportunities while focusing investments on service revenue expansion continues to yield the desired results – margin expansion and stronger free cash flow generation. With the progress made throughout the year reducing our net leverage ratio to 2.3x, we are excited to build on our track record of disciplined, predictable, and thoughtful decisions regarding capital allocation, with a primary focus on continuing bolt-on M&A at accretive multiples to supplement organic growth. We are committed to being thoughtful allocators of capital to drive shareholder value creation and to ensuring that the company is in the best possible position to leverage opportunities before it.”

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Conference Call

APi will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. (Eastern Time) on Wednesday, February 28, 2024. Participants on the call will include Russell A. Becker, President and Chief Executive Officer; Kevin S. Krumm, Executive Vice President and Chief Financial Officer; and Sir Martin E. Franklin and James E. Lillie, Co-Chairs.

To listen to the call by telephone, please dial 888-330-3428 or 646-960-0679 and provide Conference ID 2352966. You may also attend and view the presentation (live or by replay) via webcast by accessing the following URL:

https://events.q4inc.com/attendee/201211385

A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above.

About APi:

APi is a global, market-leading business services provider of life safety, security and specialty services with a substantial recurring revenue base and over 500 locations worldwide. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers. More information can be found at www.apigroupcorp.com.

Investor Relations and Media Inquiries:

Adam Fee

Vice President of Investor Relations

Tel: +1 651-240-7252

Email: investorrelations@apigroupinc.us

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Forward-Looking Statements and Disclaimers

Please note that in this press release the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of APi Group Corporation (“APi” or the “Company”). Such discussion and statements may contain words such as “expect,” “anticipate,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “predict,” “seek,” “continue,” “pro forma” “outlook,” “may,” “might,” “should,” “can have,” “have,” “likely,” “potential,” “target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and relate in this press release, without limitation, to statements, beliefs, projections and expectations about future events. Such statements are based on the Company’s expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts.

These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic conditions, competition, political risks, and other risks that may affect the Company’s future performance, including the impacts of inflationary pressures and other macroeconomic factors on the Company’s business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) supply chain constraints and interruptions, and the resulting increases in the cost, or reductions in the supply, of the materials and commodities the Company uses in its business and for which the Company bears the risk of such increases; (iii) risks associated with the Company’s expanded international operations; (iv) failure to realize the anticipated benefits of the acquisition of the Chubb fire and security business and our ability to successfully execute the Company’s bolt-on acquisition strategy to acquire other businesses and successfully integrate them into its operations; (v) failure to fully execute the Company’s inspection first strategy or to realize the expected service revenue from such inspections; (vi) risks associated with the Company’s decentralized business model and participation in joint ventures; (vii) improperly managed projects or project delays; (viii) adverse developments in the credit markets which could impact the Company’s ability to secure financing in the future; (ix) the Company’s substantial level of indebtedness; (x) risks associated with the Company’s contract portfolio; (xi) changes in applicable laws or regulations; (xii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (xiii) the impact of the conflict between Russia and Ukraine; (xiv) the trading price of the Company’s common stock, which may be positively or negatively impacted by market and economic conditions, the availability of the Company’s common stock, the Company’s financial performance or determinations following the date of this press release to use the Company’s funds for other purposes; and (xv) other risks and uncertainties, including those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Risk Factors.” Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information concerning these risks, uncertainties and other factors that could cause actual results to vary is, or will be, included in the periodic and other reports filed by the Company with the Securities and Exchange Commission. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this press release.

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Non-GAAP Financial Measures

This press release contains non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company uses certain non-U.S. GAAP financial measures that are included in this press release and the additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company’s management believes that these non-U.S. GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company’s performance using the same tools that management uses to evaluate the Company’s past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers and (c) determine certain elements of management’s incentive compensation (d) provide consistent period-to-period comparisons of the results. Specifically:

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While the Company believes these non-U.S. GAAP measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-U.S. GAAP financial measures is included later in this press release.

Beginning with the first quarter of 2023, the Company simplified the presentation of the non-GAAP reconciliations, by combining certain adjustment line items. Certain prior year amounts have been reclassified to conform to this presentation and the information in the tables below has been retroactively adjusted to reflect these changes in adjustment categories. Specifically, amounts previously classified as “integration and reorganization” have been reclassified and included with “business process transformation,” and prior period amounts classified as “acquisition expenses” and “recent acquisition transition expenses” have been combined and categorized as “acquisition related expenses.”

The Company does not provide reconciliations of forward-looking non-U.S. GAAP adjusted EBITDA and growth in organic net revenues to GAAP due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that could be made for acquisitions and divestitures, business transformation and other expenses for the integration of acquired businesses, one-time and other events such as impairment charges, transaction and other costs related to acquisitions, restructuring costs, amortization of intangible assets, net COVID-19 relief, and certain tax benefits from the APi Acquisition, and other charges reflected in the Company’s reconciliation of historic numbers, the amount of which, based on historical experience, could be significant.

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APi Group Corporation

Condensed Consolidated Statements of Operations (GAAP)

(Amounts in millions, except per share data)

(Unaudited)

10

APi Group Corporation

Condensed Consolidated Balance Sheets (GAAP)

(Amounts in millions)

(Unaudited)

11

APi Group Corporation

Condensed Consolidated Statements of Cash Flows (GAAP)

(Amounts in millions)

(Unaudited)

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APi Group Corporation

Reconciliations of GAAP to Non-GAAP Financial Measures

Organic Change in Net Revenues (non-GAAP)

(Unaudited)

Organic change in net revenues