UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Check the appropriate box:

APA CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Table of Contents

MESSAGE FROM OUR BOARD CHAIR

Dear Fellow Shareholders,

NOTICE OF ANNUAL MEETING

Items of Business

The 2026 annual meeting of shareholders of APA Corporation, a Delaware corporation (the Company), will be held as specified above, in a virtual-only format, for the following purposes:

Shareholders will transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Voting and Virtual Attendance

Holders of record of the Company’s common stock as of the close of business on the record date set forth above are entitled to notice of, and to vote at, the annual meeting.

The Company’s annual meeting of shareholders will be held in a virtual-only format. Shareholders will not be able to attend the meeting in person. For details on attending the annual meeting virtually, please refer to the section titled How to Register for and Access the Virtual Meeting located near the end of this proxy statement.

Your vote is very important. Whether or not you plan to attend the annual meeting virtually, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled Voting near the end of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.

APA Corporation

2000 W. Sam Houston Pkwy. S., Suite 200

Houston, Texas 77042

April 9, 2026

Proxy Statement

This proxy statement contains information about the Company’s 2026 annual meeting of shareholders and, along with any enclosed proxy card, is being made available to you by the Company’s Board of Directors (the Board) starting on or about April 9, 2026.

About APA Corporation

The Company owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt, and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere.

Since 1954, our company has been unified by our values, culture, and commitment to building shareholder value, with a collective sense of purpose that empowers every employee to make decisions and achieve our goals. Our global team is brought together by a sense of ownership and the knowledge that the best answers win. We aim to be a community partner in our areas of operation, focused on protecting the safety and health of our employees, our communities, and the environment while continuously looking for more sustainable ways to operate.

Purpose of the Annual Meeting

At the Company’s annual meeting, shareholders will vote on the following matters:

Any other business that properly comes before the meeting may also be transacted. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting. For complete information on who can vote, how to vote, and the votes needed for approval of the above items, please see the Other Information section near the end of this proxy statement.

Your vote is very important. Please vote your shares in advance, even if you plan to attend the annual meeting virtually.

CORPORATE GOVERNANCE

Board Committees, Meetings, and Responsibilities

(1) The Board has determined that each committee member qualifies as a financial expert, as defined in Item 407 of Regulation S-K under the Securities Act, and is “financially sophisticated” under Nasdaq Stock Market (Nasdaq) rules.

(2) The Board has determined that each committee member qualifies as independent under Nasdaq and SEC rules.

(3) Mr. Bob was elected to the Board on April 1, 2024, in connection with the closing of the Company’s acquisition of Callon Petroleum Company, where he had served as a member of its board since 2014 and as board chair since 2023. Mr. Bob was instrumental in the Board’s oversight of the Company’s integration of Callon, which is now complete, and his term of office will expire at the annual meeting. We thank Mr. Bob for his numerous contributions to the Board and to the success of the Company.

During 2025, each of the Company’s then-current directors attended at least 75% of Board meetings and applicable committee meetings held during their respective periods of service. While the Company does not have a policy regarding Board members’ attendance at our annual meeting of shareholders, all then-current directors attended last year’s meeting.

Committee Responsibilities

Committee Charters and Governance Documents

On our website at www.apacorp.com, you can access electronic copies of the charters of our standing committees, along with our Corporate Governance Principles and Code of Conduct, which meets the requirements of a code of ethics under applicable SEC regulations and Nasdaq standards. You may also request printed copies by writing to APA’s Corporate Secretary at our principal executive offices.

Board Risk Oversight

Sustainability and Climate Change Risk Oversight

Our Board and senior management are directly engaged in assessing and managing climate change-related risks and opportunities. These matters are of such a strategic nature that the Board retains direct oversight responsibility, with each committee providing additional oversight unique to their areas of focus:

The Company commits considerable time, energy, and capital to reduce its impact on the environment and to manage the evolving opportunities and risks associated with climate change. Additional information can be found in our sustainability reports on our website.

Board Leadership Structure

Separate Roles for Board Chair and CEO

The Board does not have a formal policy regarding whether the position of chair may be filled by the Company’s Chief Executive Officer. Instead, the Board has adopted a flexible leadership structure that allows for variations depending on the circumstances and changing needs of the Company over time. The Board believes the current structure enhances corporate governance and allows each of our non-executive chair and our CEO to remain focused on their distinct roles. The Board regularly reviews all aspects of its governance profile, including the Board leadership structure, and will make changes as appropriate.

Role of the Non-Executive Chair

Consistent with good governance practices, the Board annually elects an independent director to serve as non-executive chair. Pursuant to the Company’s Corporate Governance Principles, the non-executive chair is an independent director who is elected from time to time, but not less than annually, by the affirmative vote of a majority of the independent directors.

The non-executive chair discusses management’s proposed meeting agendas with the other independent directors and reviews the approved meeting agendas with our CEO; leads the discussion with our CEO following the independent directors’ executive sessions; is available for discussions with major shareholders; and fulfills the other roles and responsibilities of the non-executive chair included in our Corporate Governance Principles.

Board Nomination Process and Refreshment

We are committed to ensuring APA has a highly engaged and skilled Board to provide valuable strategic guidance to our management team. This commitment includes extensive evaluation criteria for election and re-election of Board members, guidelines ensuring our Board members can dedicate sufficient time to the needs of the Board, and a focus on refreshment of the Board to continue to bring in new perspectives, skills, and experiences.

Evaluation Criteria for Board Members

The CRG&N Committee considers the following criteria, among others, in recommending new nominees or the re-election of directors to the Company’s Board and its committees: expertise and perspective needed to govern the business and strengthen and support senior management; sound business judgment and a sufficiently broad perspective to make meaningful contributions; interest and enthusiasm in the Company and a commitment to become involved in its future; and time and energy to meet Board commitments.

All decisions to recommend the nomination of a new nominee for election to the Board or for the re-election of a director are within the sole discretion of the CRG&N Committee. The above criteria and guidelines, together with the section of the Company’s Corporate

Governance Principles entitled “Qualifications of Board Members,” constitute the policy of the CRG&N Committee regarding the recommendation of new nominees or the re-election of directors to the Board or its committees.

Overboarding Maximums

Our Board recognizes the importance of our directors’ ability to commit significant time and energy to fulfill their responsibilities to the Company. Given the commitment needed for service on a public company’s board, a director’s service on too many other public company boards may cause the director to be “overboarded.” Therefore, our Corporate Governance Principles state that a director who also serves as the CEO of the Company or any other public company should not serve on more than one other board of a public company, in addition to the Company’s Board, and all other directors should not serve on more than three other boards of a public company, in addition to the Company’s Board.

The CRG&N Committee oversees compliance with this overboarding principle and also takes public, private, and nonprofit board service into account when evaluating director nominees for election or re-election. As of the date of this proxy statement, each director complies with our overboarding maximums.

Board and Committee Evaluations

Our Board recognizes that a thorough evaluation process is an important element of corporate governance and enhances our Board’s effectiveness. Therefore, each year, the independent non-executive chair of the Board oversees the director evaluation process to ensure that the full Board and each committee assess their performance and solicit feedback for areas of improvement. For the full Board, our non-executive chair interviews each Board member individually to solicit feedback on a wide range of performance-related matters. In turn, the chair of the CRG&N Committee interviews each Board member to solicit feedback on the non-executive chair’s performance. Each committee also conducts a thorough annual self-evaluation in the committee’s executive session. These evaluations are then shared with the full Board during the Board’s executive session.

Board Refreshment

The search process for new directors is an extensive and time intensive process involving our CRG&N Committee and the full Board. The CRG&N Committee also has the sole authority to retain any external search firms and advisors, when appropriate, to assist in the search for or evaluation of candidates, including the authority to approve fees and any other terms of retention. The Board’s commitment to spending the time and energy necessary to identify, recruit, and retain talented directors is a critical component of the Board’s responsibilities to our stakeholders.

Our newest directors bring a variety of skills and perspectives to the Board, including through financial, executive, analytical, cybersecurity, environmental, governance, and international experience. These fresh perspectives continue to help the Board fulfill its commitment to its oversight role and prudently managing the Company’s risks and strategies.

The Board also greatly benefits from our longer-serving directors, who have been renominated because of the experience and insights they bring, having overseen the Company’s strategies and actions in response to longer-term cycles within the oil and gas industry. They also provide the Board with historical insights and institutional knowledge that assist the Board in better understanding the challenges facing the Company. The Board will continue to evaluate its membership and committee assignments, in furtherance of the Company’s core value to seek top performance through continuous improvement.

Shareholder Recommendations and Nominations

Shareholders interested in making a recommendation to the CRG&N Committee for consideration of a director nominee may write to the Company’s Corporate Secretary at our principal executive offices. Shareholder recommendations are then forwarded to the CRG&N Committee for consideration. Additionally, shareholders may review the requirements under the section entitled Future Shareholder Proposals and Director Nominations for the requirements and deadlines to include a director nomination in next year’s proxy statement or for presentation directly at next year’s meeting.

Director Independence

During the first two months of 2026, the Board evaluated all business and charitable relationships between the Company and the Company’s non-employee directors (all directors other than Mr. Christmann) and all other relevant facts and circumstances. As a result of this evaluation, the Board determined, as required by the Company’s Corporate Governance Principles, that each non-employee director is an independent director as defined by the standards for director independence established by applicable laws, rules, and listing standards, including the standards for independent directors established by Nasdaq and the SEC. As such, each standing committee of the Board is comprised exclusively of independent directors.

The Company’s Corporate Governance Principles require that the independent directors meet in executive session at least twice each year; in 2025, they met six times in executive session. These executive sessions are chaired by our independent, non-executive chair.

Non-Discrimination

Company policy precludes directors and employees from discriminating against any protected group. As such, all director candidates are evaluated, and the decision of whether to nominate a particular candidate is made, based solely on Company- and work-related factors. The Board is committed to recruiting and appointing a talented and highly capable membership.

Pledging and Hedging Policies

The Company has a pledging policy that prohibits non-employee directors and executive officers from holding APA securities in a margin account or pledging any APA securities as collateral for a loan. The Company also has a hedging policy that prohibits non-employee directors and executive officers from entering into any hedge or other transaction (such as puts, calls, options, or other derivative securities) in APA securities that has the effect of limiting the risk of ownership of APA common stock or stock options. As of the date of this proxy statement, each non-employee director and executive officer complies with the Company’s pledging and hedging policies. The Company does not have pledging or hedging policies applicable to employees who are not executive officers.

Insider Trading Policy

The Company has an insider trading policy regarding the purchase, sale, or other dispositions of the Company’s securities by officers, directors, and employees of the Company and its subsidiaries and affiliates, along with other covered persons, that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations and any listing standards applicable to the Company. A copy of the policy was filed as an exhibit to our most recent Annual Report on Form 10-K. The policy sets forth the basic principles of the types of insider trading transactions prohibited by U.S. securities laws, reminds individuals that civil and criminal penalties may result from violations, and includes examples of the types of information that could constitute material, nonpublic information.

The policy includes requirements for managers to carefully supervise any subordinates who routinely have access to material, nonpublic information, describes the standard quarterly blackout periods, and addresses the process by which the Company may implement special blackout periods to restrict trading. It also addresses exceptions to the policy, such as transactions under Company plans and transactions under an effective trading plan that complies with applicable securities laws and regulations. Additionally, the Company’s Code of Conduct contains a summary of the key concepts from the Company’s insider trading policy.

The Company’s Office of the Corporate Secretary is responsible for administering the policy, responding to questions about the policy, and approving applicable preclearance requests. While the Company itself is not subject to the insider trading policy, it is the Company’s long-standing policy that it will not engage in transactions in the Company’s securities while in possession of material nonpublic information regarding the Company or the Company’s securities.

Management Succession Planning and Leadership Development

We are committed to ensuring we have talented and high-performing individuals leading the Company at all levels, from field leaders to executive officers. The retention and continued development of these leaders is a key priority for the Company. In addition, the Company is focused on leadership succession planning to ensure the identification and preparation of a strong pipeline of future leaders to execute on our long-term strategies.

The full Board has direct responsibility for overseeing the succession plan for our CEO, including the approval and maintenance of a succession plan, based on recommendations of the MD&C Committee. Additionally, the MD&C Committee is responsible for reviewing and discussing with management the succession planning for other members of our management team. Having a clear and defined succession planning process helps keep our current and future leaders more engaged and dedicated to the success of the Company.

Shareholder Engagement Program and Feedback

The Company’s approach to engagement with stakeholders on a year-round basis continues to be a core focus of our Board and executive management. This helps ensure we are addressing issues critical to the Company’s long-term success.

The feedback received through these engagement programs has been instrumental in guiding the Board’s and the Company’s strategic decision making for operational, risk, and compensation decisions.

Sustainable Operations

We focus our corporate and environmental stewardship efforts in areas that are core to our business, important to our stakeholders, and where we can make an impact:

Communicating with Our Board

Shareholders and other interested parties may communicate with the independent directors of our Board by mailing their communications to APA Corporation, Attn: Corporate Secretary, 2000 W. Sam Houston Pkwy. S., Suite 200, Houston, Texas 77042. The Company’s Corporate Secretary will forward relevant communications to the independent directors.

Please also see our Code of Conduct and the document titled “Procedures for the Submission of Complaints and Concerns Regarding Accounting, Internal Accounting Controls, or Auditing Matters” available on our website to report concerns about accounting or auditing matters and any actual or suspected violations of law or our Code of Conduct.

PROPOSAL 1: ELECTION OF DIRECTORS

The terms of our current directors expire at the annual meeting. The individuals below were recommended by the CRG&N Committee and nominated by the Board for election by the shareholders to a one-year term. If elected, all nominees will serve beginning upon their election until their respective successors have been duly elected and qualified at the next annual meeting of shareholders, unless earlier due to death, resignation, disqualification, or removal. Unless otherwise instructed, all proxies will be voted in favor of these nominees. If one or more of the nominees is unwilling or unable to serve, the proxies will be voted only for the remaining named nominees. The Board knows of no nominee for director who is unwilling or unable to serve if elected. Proxies cannot be voted for more than ten nominees.

Summary Information About Our Nominees

Nominees for Election as Directors

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Biographical information, as of the date of this proxy statement, for the executive officers of the Company is set forth below.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis (CD&A)

The Company’s executive compensation program and practices are underpinned by APA’s:

About Our CD&A

This CD&A explains our executive compensation program for our named executive officers (NEOs) serving at the end of 2025. It also outlines the MD&C Committee’s process for making pay decisions and the rationale behind specific actions taken during 2025.

Central to these decisions remains the Board’s commitment to maintaining an open dialogue with shareholders, a practice the MD&C Committee has long upheld through regular engagement with the investor community—to discuss business topics, seek feedback on our performance, and review other matters, such as executive compensation. In 2025, we continued to prioritize meaningful engagement with our investors to ensure our executive compensation program reflects their perspectives, aligns with their expectations, and supports long-term value creation. During these discussions, shareholders:

This feedback, together with 84% support for our most recent say-on-pay proposal, reflects investors’ confidence in the Board’s ongoing commitment to transparency, alignment, and accountability. Reflecting this principle, this year’s CD&A continues to feature a Q&A with Juliet S. Ellis, the chair of our MD&C Committee, offering a direct view into the MD&C Committee’s deliberations and decision-making process to help ensure shareholders have the information needed to understand our executive compensation strategy and support our decisions.

* We were told no meeting was necessary this year from approximately 13% of shares outstanding, and we received no response to our engagement requests from approximately 13% of shares outstanding.

2025 NEOs

Additionally, D. Clay Bretches, former Executive Vice President, Operations, is an NEO for fiscal year 2025. He was terminated without cause effective June 4, 2025. Additional details are provided in the Potential Payments upon Termination or Change in Control table.

Executive Summary

2025 Performance Highlights

In 2025, APA delivered strong operational and financial performance in a lower and more volatile oil price environment. Commodity prices remained below recent historical levels, underscoring the importance of disciplined capital allocation, cost efficiency, and financial flexibility. Against this backdrop, management executed with focus and consistency, meeting or exceeding key performance objectives while continuing to advance the Company’s long-term strategic priorities.

Management’s execution translated into meaningful progress across APA’s operating and financial profile. The Company accelerated cost and efficiency initiatives, actively optimized its portfolio in response to market conditions, and demonstrated flexibility across its global asset base. Strategic shifts in activity, continued operational improvements, and sustained focus on long-term value creation positioned APA to perform through the cycle and strengthen its foundation for the future.

2025 Compensation Highlights

Our program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Below are key highlights of the executive compensation decisions the MD&C Committee made for fiscal year 2025 related to the NEOs:

Key Changes for 2025

Annual Incentives

To enhance accountability and emphasize objective performance outcomes, the MD&C Committee increased the weighting on quantitative metrics from 80% to 90%, while maintaining a dedicated strategic component to recognize progress on initiatives that materially improve the Company’s long-term outlook.

For 2025, the MD&C Committee also approved refinements to the corporate performance scorecard for annual incentives to improve transparency, further strengthen accountability, and align more directly with key value drivers. From 2021 through 2024, the scorecard used a more complex measure of costs, which captured broad spending efficiency but limited visibility into specific cost drivers. Following a comprehensive benchmarking review, the MD&C Committee saw an opportunity to enhance focus by expanding and disaggregating costs into distinct Development Capital Expenditures, Lifting + Workover Costs, and Gross Department Costs metrics. This change provides clearer accountability for each cost category and allows for more targeted management of spending across the business.

Importantly, breaking costs into separate metrics gives employees clearer line of sight to how they can directly impact performance. Field employees can focus on managing Lifting + Workover Costs, support functions on Gross Department Costs, and asset teams on capital efficiency, each with a specific and measurable role in driving results. This greater clarity supports stronger engagement, day-to-day ownership, and a shared commitment to improving Free Cash Flow per share. The 2025 scorecard also reintroduces Net Production (MBOE/D) as a standalone measure to ensure balance between cost discipline and operational execution. By including safety metrics alongside production and cost metrics, the framework reinforces that efficiency should not come at the expense of maintaining reliable, safe, and sustainable operations.

The MD&C Committee also simplified the scorecard by removing Profitability Index (P/I) as a standalone incentive metric. P/I remains a core tool used by management and the Board to evaluate and prioritize capital investments and is regularly discussed in Board meetings as part of capital allocation oversight. Rather than relying on P/I as a single, composite incentive measure, the refined scorecard reflects the same underlying economic principles through a set of discrete financial and operational metrics that provide clearer accountability and line of sight for participants. This approach preserves the capital efficiency discipline embedded in P/I while better aligning employee incentives with the Company’s balanced, returns-driven capital strategy and the Board’s capital allocation framework.

For a closer look at the MD&C Committee’s rationale for the new scorecard, please see Insights from Juliet S. Ellis, MD&C Committee Chair below for more information. In addition, please see the Annual Incentive Compensation Plan section below for a full description of how annual incentives work and a detailed explanation of the 2025 corporate performance scorecard and results.

Long-Term Incentives

To better align executive decision-making with shareholder interests and strengthen the link between pay and stock performance, the MD&C Committee refined the 2025 equity mix by adding stock options, increasing the mix of performance-based long-term incentives from 60% to 80%. Unlike performance awards, which focus on specific financial goals, stock options create value only with stock price growth, increasing at-risk compensation and promoting long-term value creation. This change also reduced the proportion of time-based Restricted Stock Units (RSUs), placing greater emphasis on performance-driven rewards, as shown below:

In addition, performance awards granted in 2025 will place greater emphasis on relative TSR, which will comprise the majority of the award, alongside Cash Return on Invested Capital (CROIC), as shown below. The shift from a sustainability metric to an increased TSR weighting serves two purposes: (1) it sharpens the focus on delivering long-term shareholder value by aligning award payouts with stockholder returns; and (2) reflects investor preferences for formula-based, quantitative market or financial metrics in long-term incentive plans. Importantly, the Company’s commitment to sustainability remains intact, with quantifiable Environmental, Health & Safety (EH&S) goals continuing to shape annual incentive payouts even as the long-term program shifts to a more market-aligned metric mix.

Insights from Juliet S. Ellis, MD&C Committee Chair

As we entered 2025, the MD&C Committee saw an opportunity to refine the corporate performance scorecard to better reflect APA’s operational focus and evolving cost profile. In recent years, the Company’s portfolio has become more balanced across regions and asset types, and managing costs with precision has become an even greater driver of performance. The MD&C Committee determined that this was the right time to bring more clarity and accountability to the scorecard by disaggregating costs into distinct Development Capital Expenditures, Lifting + Workover Costs, and Gross Department Costs metrics. This design provides clearer visibility into the factors that most directly impact results and allows employees across the organization to see how their decisions influence outcomes. We also reintroduced production as a standalone measure to ensure continued balance between cost discipline and reliable execution. Together, these refinements strengthen line-of-sight performance management and reinforce the MD&C Committee’s commitment to transparency and alignment with long-term shareholder value creation.

Removing P/I from the annual incentive scorecard does not represent a shift away from capital discipline. P/I remains a core tool used by management and the Board to evaluate and prioritize capital investments and is regularly discussed in Board meetings as part of capital allocation oversight. The economic principles reflected in P/I continue to inform capital decision-making and are inherently embedded in the design and calibration of the APA performance framework.

Rather than relying on P/I as a single, composite incentive measure, the refined corporate performance scorecard reflects the same underlying economic principles through a set of discrete financial and operational metrics that are more transparent and directly linked to execution. These measures provide clearer accountability and line of sight for participants, while collectively reinforcing disciplined capital deployment, cost management, and operational performance.

This approach preserves the capital efficiency discipline embedded in P/I while better aligning employee incentives with APA’s balanced, returns-driven capital strategy and the Board’s capital allocation framework. As a result, employees remain focused on the key drivers of value creation, and capital discipline continues to be reinforced consistently across governance, management decision-making, and incentive outcomes.

The MD&C Committee has seen encouraging evidence that the revised corporate performance scorecard is driving the intended outcomes across the portfolio. The disaggregation of cost metrics has improved accountability and created greater visibility into performance management at both the corporate and asset levels.

Operationally, APA maintained stable, efficient production in Egypt, and continued to execute safely and reliably across U.S. assets with fewer active rigs and lower capital spending. This reflects the balance between cost discipline and production reliability that the revised framework was designed to achieve.

Financially, APA reduced net debt* by more than $1.4 billion and reached a $350 million cost savings run-rate goal by year-end, signaling tangible progress in managing costs and optimizing capital deployment.

The MD&C Committee views these results as confirmation that the scorecard’s design is strengthening alignment between leadership priorities, operational execution, and free cash flow generation. We will continue to monitor quantitative performance and shareholder feedback to ensure the framework remains transparent, balanced, and supportive of long-term shareholder value creation.

* Refer to the Non-GAAP Financial Measures section of this proxy statement for a reconciliation of this non-GAAP financial measure.

Over the past two years, APA has undergone a thoughtful evolution in its leadership structure to better align capabilities with the Company’s strategic and operational priorities. These changes brought together leaders with deep experience in capital discipline, operational execution, and financial stewardship—areas that directly reflect the focus of our redesigned corporate performance scorecard. The Company’s sharpened focus under this leadership framework supports clear accountability across functions and provides a transparent framework for assessing performance and driving results. We have an extremely capable workforce at APA, and through streamlined and better-aligned leadership we are releasing those capabilities to enable rapid change and improved performance. In short, as the Company strengthened and clarified operational responsibilities, the MD&C Committee ensured that our incentive design evolved in parallel, reinforcing alignment between leadership priorities, business execution, and long-term shareholder value creation.

Performance-based pay is a core principle of our compensation plan, and we believe the performance measures used in our incentive plans are the right ones to position APA for long-term success and create sustainable shareholder value, and we are beginning to see results in shareholder value based on our stock price performance in 2025. Given the cyclical nature and highly volatile landscape of the E&P sector, our executive compensation program is designed to keep leadership focused on executing key initiatives and driving sustainable growth and returns, positioning the Company to capitalize on opportunities and deliver value as market conditions improve. This approach balances rewarding business achievements with maintaining alignment to long-term shareholder outcomes, even during challenging periods. For example, in 2025 the Company’s share price rose nearly 6%, with the Company ranking second among thirteen oil peers in share price performance despite oil prices declining 20% over the same period.

We target total compensation opportunity at the median of our compensation peer group, with realizable pay determined by performance—executives can earn above or below their target opportunities based on actual performance results. For example, results linked to annual incentive awards have exceeded target performance levels, reflecting meaningful progress in key business areas, while the portion of long-term performance awards linked to relative TSR have generally yielded below target payouts, which is consistent with our philosophy of aligning executive compensation with shareholder returns.

As shown in the chart below, our CEO’s target total compensation opportunities (APA Target) in 2023 and 2024 were below the Peer Median Target, and his realizable pay (APA Realizable) fell below both the APA Target and Peer Median Target, demonstrating that our CEO’s realizable pay history is aligned with stock performance. In 2025, the CEO’s APA Target was again set in alignment with the Peer Median Target. Improved performance during the year, reflected in the increase in APA’s relative TSR ranking, resulted in APA

Realizable pay exceeding target. The MD&C Committee views this outcome as a key result of the Company’s refocused corporate performance scorecard, which is designed to drive performance and align incentive outcomes with long-term shareholder value creation. Note: At the time of our proxy statement filing, we did not have 2025 pay data for our peers.

Compensation Best Practices and Policies

We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives.

What Guides Our Program

APA’s Guiding Principles and Executive Compensation Philosophy

The executive compensation program is designed to keep our senior leadership team focused on executing the Company’s strategic plan, with the goal of delivering shareholder value over the long term. As such, executive compensation program decisions are grounded in the following principles:

Components of Executive Compensation

The following primary components of compensation support our executive compensation philosophy:

Compensation Mix

The target annual total direct compensation of our CEO and the average for our other NEOs for fiscal year 2025 is shown below, illustrating that a majority of executive compensation is at risk, with 89.7% for our CEO and an average of 83.3% for our other NEOs.

Decision-Making Process

Executive compensation decision-making is a core responsibility of the Board, with the MD&C Committee overseeing the executive compensation program. The MD&C Committee is comprised of independent, non-employee members of the Board. Details of the MD&C Committee’s authority and responsibilities are specified in its charter.

Compensation Peer Group

The MD&C Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group (called “the compensation peer group”). The MD&C Committee reviews and determines the compensation peer group’s composition on an annual basis, considering input from its independent compensation consultant and management. In its review, the MD&C Committee references publicly disclosed pay data from the compensation peer group in combination with survey data to help define the competitive market for pay opportunities. The MD&C Committee also collects data from the compensation peer group to examine competitive practices and program governance.

The compensation peer group is intended to reflect E&P companies of a similar size, scope of operations, complexity, and/or international footprint as APA. In aggregate, these characteristics help ensure that we set annual target total compensation levels relative to companies that compete with us for executive talent and face similar operational challenges within the E&P sector. They also support our ability to attract and retain senior leaders who possess the extensive technical expertise required to meet our organization’s demands. This structure also allows us to evaluate our compensation practices relative to peers whose business dynamics closely reflect our own, even if certain of their parameters differ. Specifically, the MD&C Committee uses the following criteria when determining the compensation peer group for companies in our industry:

Given the significant merger and acquisition activity in the oil and gas industry in recent years, we strive to ensure our compensation peer group is aligned with our business objectives, captures the size and complexity of our organization, and remains appropriate for benchmarking our executive compensation program. The 2025 compensation peer group was as follows:

* For purposes of setting compensation levels for 2026, Hess Corporation and Marathon Oil Corporation, which were both acquired, were removed from the compensation peer group and replaced with Matador Resources Co., which better aligns with the current size, scope, operations, and business complexities of APA.

2025 Executive Compensation Program in Detail

Base Salary

Our base salary program represents annual fixed compensation and is designed to help us recruit and retain executive talent with experience in oil and gas E&P companies operating in the U.S. and internationally. In making base salary decisions, the MD&C Committee considers the CEO’s recommendations for non-CEO NEO salaries, as well as each NEO’s position and level of responsibility within the Company. The MD&C Committee considers factors such as relevant market data as well as individual performance and contributions. Our NEOs’ base salaries were held flat in 2025.

(1) Mr. Rodgers was not an NEO in 2024.

(2) Ms. Warnica joined the Company on January 13, 2025.

(3) Mr. Bretches ceased employment with the Company effective June 4, 2025. Additional details are provided in the Potential Payments upon Termination or Change in Control table.

Annual Incentive Compensation Plan

Our annual incentive compensation plan is designed to motivate and reward our NEOs to create long-term value by achieving key short-term business objectives aligned with our long-term strategy. Actual annual incentive awards depend on the achievement of corporate performance objectives. The MD&C Committee also retains discretion to apply an individual performance factor to awards to either reduce or increase the payout based on its assessment of individual performance.

2025 Annual Incentive Target Award Opportunity

Annual incentive target opportunities are expressed as a percentage of base salary and are established based on market data, internal equity, and size and scope of job responsibilities to create a market competitive total cash compensation level. Actual awards may range from zero to 200% of target. All NEO target annual incentive award opportunities remained unchanged from 2024.

As a result, target annual incentive award opportunities for 2025 were as follows:

(1) Reflects the annualized amounts applicable after Mr. Rodgers’s mid-year promotion to EVP and CFO.

(2) Ms. Warnica joined the Company on January 13, 2025.

(3) Mr. Bretches ceased employment with the Company effective June 4, 2025. Additional details are provided in the Potential Payments upon Termination or Change in Control table.

2025 Corporate Performance Objectives

Corporate performance objectives are measured based on a pre-determined mix of quantitative metrics and strategic goals that are aligned with our purpose, vision, values, and strategy.

To enhance accountability and emphasize objective performance outcomes, the MD&C Committee increased the weighting on quantitative metrics from 80% to 90%, while maintaining a dedicated strategic component to recognize progress on initiatives that materially improve the Company’s long-term outlook, as follows:

2025 Corporate Performance Scorecard

The MD&C Committee also approved refinements to the corporate performance scorecard for annual incentives to improve transparency, further strengthen accountability, and align more directly with key value drivers. From 2021 through 2024, the scorecard used a more complex measure of costs, which captured broad spending efficiency but limited visibility into specific cost drivers. Following a comprehensive benchmarking review, the MD&C Committee saw an opportunity to enhance focus by expanding and disaggregating costs into distinct Development Capital Expenditures, Lifting + Workover Costs, and Gross Department Costs metrics. This change provides clearer accountability for each cost category and allows for more targeted management of spending across the business.

The 2025 scorecard also reintroduces Net Production (MBOE/D) as a standalone measure to ensure balance between cost discipline and operational execution. By including safety metrics alongside production and cost metrics, the framework reinforces that efficiency should not come at the expense of maintaining reliable, safe, and sustainable operations.

The MD&C Committee also simplified the scorecard by removing Profitability Index (P/I) as a standalone incentive metric. P/I remains a core tool used by management and the Board to evaluate and prioritize capital investments and is regularly discussed in Board meetings as part of capital allocation oversight. Rather than relying on P/I as a single, composite incentive measure, the refined scorecard reflects the same underlying economic principles through a set of discrete financial and operational metrics that provide clearer accountability and line of sight for participants. This approach preserves the capital efficiency discipline embedded in P/I while better aligning employee incentives with the Company’s balanced, returns-driven capital strategy and the Board’s capital allocation framework.

The MD&C Committee typically sets the threshold, target, and maximum performance goals for each metric at the start of the year, aligned with our approved annual corporate plan and submitted for approval at the February Board meeting. Our corporate performance is then measured against the scorecard at the end of the fiscal year to determine final payout results. The MD&C Committee’s approach for approving the performance goals is grounded in the following guiding principles:

A key part of our process is ensuring that each year’s performance targets are established on a forward-looking basis, which is a common practice for E&P companies like APA. In such an unpredictable landscape, relying on past performance alone would be neither practical nor effective. Free Cash Flow targets, for example, are based on our plan price for commodities in the year ahead, recognizing that fluctuating commodity prices directly impact cash generation and, by extension, our ability to reinvest, manage debt, and return value to shareholders. Beyond Free Cash Flow, cost, capital, and production metrics are established annually using detailed asset plans that set ambitious expectations for operational performance. Cost-related targets, for example, are set at levels that demand meaningful efficiency gains despite inflationary pressures and supply chain volatility. Production and capital goals are designed to push leadership to maximize output and returns while carefully managing risk. In this framework, “target” represents performance that requires strong execution beyond ordinary operating plans, striking a deliberate balance between ambition and achievability.

Threshold and maximum goals provide the outer parameters of our performance ranges. Thresholds represent a solid floor, requiring meaningful effort and execution even at the minimum payout level. Maximum goals are set at levels that demand exceptional execution and efficiency, often requiring management to capture improvements beyond plan assumptions and navigate operational or market challenges. Maximum performance reflects the upper boundary of expectations, ensuring payouts are reserved for outcomes that contribute to creating long-term shareholder value.

Based on year-end results, overall performance under the final scorecard exceeded target expectations and reflected strong execution across key financial, operational, and EH&S metrics. Performance met or exceeded target levels for the majority of measures, with several metrics achieving results at or near maximum performance levels, including Free Cash Flow, production, capital spending efficiency, and EH&S outcomes. Consistent with the design of the refined scorecard, results varied across individual cost categories, reinforcing accountability for distinct areas of performance rather than reliance on aggregated outcomes. The MD&C Committee views these results as early confirmation that the redesigned scorecard is improving line-of-sight accountability and reinforcing balanced execution across cost discipline, production reliability, and safety.

The 2025 corporate performance scorecard is outlined on the following page.

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Individual Performance Factor

The annual incentive compensation plan includes an individual performance factor that may be applied at the discretion of the MD&C Committee to reflect each NEO’s individual contributions and leadership impact. After the corporate performance results determine the initial payout, the MD&C Committee may adjust an NEO’s award upward or downward by applying a multiplier ranging from 0% to 200%. An individual performance factor of 100% results in no adjustment to the initial payout.

For 2025, the CEO provided performance factor recommendations for the other NEOs, which the MD&C Committee carefully evaluated as part of its independent review process. The MD&C Committee separately assessed and determined the CEO’s individual performance factor to be recommended to the full Board for approval.

Following deliberation, the MD&C Committee recommended an individual performance factor of 100% for the CEO, which the full Board reviewed and approved, and the MD&C Committee approved an individual performance factor of 100% for all other NEOs, except for Messrs. Riney and Rodgers, who each received a factor of 105.4%. As a result, their final incentive payouts were 200% of target.

In approving these adjustments, the MD&C Committee considered the Company’s strong performance across both operational and financial metrics and determined that Messrs. Riney and Rodgers made distinct and outsized contributions that warranted additional recognition.

The MD&C Committee concluded that these contributions materially enhanced shareholder value and supported the Company’s strategic and financial objectives.

2025 Annual Incentive Award Payouts

Based on the results above, the actual annual incentive awards paid to the NEOs for 2025 were as follows:

(1) Mr. Rodgers’s 2025 Actual payout was prorated as a result of his mid-year promotion to EVP and CFO. The 2025 Target and Actual as Percent of Target amounts are shown without proration, to provide annualized amounts comparable to the other NEOs.

(2) Ms. Warnica’s 2025 Actual payout was prorated as a result of joining the Company on January 13, 2025. The 2025 Target and Actual as Percent of Target amounts are shown without proration, to provide annualized amounts comparable to the other NEOs.

(3) Mr. Bretches ceased employment with the Company effective June 4, 2025. Pursuant to the Executive Termination Policy (ETP), as described in footnote (2) of the Potential Payments upon Termination or Change in Control table, he received prorated annual incentive awards based on 100% achievement of his 2025 Target amount.

Long-Term Incentive Compensation

Our long-term incentive compensation plan is intended to align the long-term interests of our NEOs and our shareholders and encourage the achievement of the long-term goals of the Company. Long-term equity incentives are also designed to motivate and retain top talent. To accomplish these objectives, the MD&C Committee considers a mix of equity vehicles when granting long-term incentives. To better align executive decision-making with shareholder interests and strengthen the link between pay and stock performance, the MD&C Committee refined the 2025 equity mix by adding stock options. Unlike performance awards, which focus on specific financial goals, stock options create value only with stock price growth, increasing at-risk compensation and promoting long-term value creation. This change also reduced the proportion of time-based RSUs, placing greater emphasis on performance-driven rewards, as shown below:

2025 Long-Term Incentive Target Award Opportunity

The MD&C Committee determines long-term incentive award amounts based upon a number of factors, including competitive market data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. All NEO target long-term incentive award opportunities remained unchanged from 2024.

The table below shows the target annual long-term incentive award values granted for fiscal year 2025 for each of the NEOs:

(1) Reflects the amounts in effect prior to Mr. Rodgers’s mid-year promotion to EVP and CFO; no new awards were made for his promotion.

(2) Mr. Bretches ceased employment with the Company effective June 4, 2025. Pursuant to the Executive Termination Policy (ETP), as described in footnote (2) of the Potential Payments upon Termination or Change in Control table, his 2025 performance awards were forfeited, and he received prorated vesting of his 2025 RSUs.

2025 Performance Awards

Performance awards make up the majority of long-term incentive compensation (60% of the award) and are designed to align pay with both relative and absolute performance metrics, ensuring a comprehensive and balanced evaluation of long-term success.

Actual awards earned and vested may range from zero to 200% of target, based on the achievement of pre-determined relative Total Shareholder Return (TSR) and Cash Return on Invested Capital (CROIC) goals over a three-year performance period of January 1, 2025, through December 31, 2027. Performance awards granted in 2025 place greater emphasis on relative TSR, which comprises the majority of the award, alongside CROIC, as shown below. The shift from a sustainability metric to an increased TSR weighting serves two purposes: (1) it sharpens the focus on delivering long-term shareholder value by aligning award payouts with stockholder returns; and (2) reflects investor preferences for formula-based, quantitative market or financial metrics in long-term incentive plans.

Vesting

The vesting provisions for performance awards extends beyond the typical three-year timeline, with half (50%) of the performance awards vesting at the end of year three and the other half (50%) at the end of year four. This longer vesting period reinforces long-term value creation and encourages sustained performance over a longer horizon.

2025-2027 Performance Award Metrics

Long-term incentive compensation is based on the achievement of pre-determined CROIC and relative TSR goals that focus on financial efficiency and align with shareholder returns.

CROIC (40%) measures our ability to generate cash returns relative to the capital invested in our operations. In our sector, capital allocation is crucial due to the high capital intensity and long-term nature of investments in exploration, drilling, and production. CROIC ensures that management is incentivized to deploy capital efficiently, maximizing returns from oil and gas assets. Additionally, it aligns executive compensation with shareholder value creation by focusing on sustainable cash flow generation over the long term, regardless of commodity price fluctuations—rather than only increasing production or reserves, which may not directly impact financial performance.

CROIC target awards are denominated in cash, with any earned awards also paid in cash. This means that the value of awards will be reported in the Summary Compensation Table when they are earned (i.e., any awards earned for the 2025-2027 performance cycle will be reported in the 2028 proxy statement). Actual award payouts for the 2025-2027 performance cycle can range between 0% and 200% of target based on the following goals: