APA Corp

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.)

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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APA CORPORATION

(Name of Registrant as Specified in its Charter)

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

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Message from Our Non-Executive Board Chair

Dear Fellow Shareholders,

It gives me great pride to reflect upon our Company’s achievements throughout 2023, my first full year in service as your Non-Executive Chair of the Board. I am privileged to be able to work with the rest of the Board and our management team as we build sustainable value for shareholders by executing a transparent, focused strategy. As your Board, we focus our efforts on effective oversight of our business strategy, strong corporate governance practices, and performance across our key sustainability pillars. We would like to highlight several areas where the Board has been particularly focused this past year:

Strategic and Financial Performance. At APA, our decision-making process is guided by our strategic framework: remaining focused on our core competencies within the oil and gas industry; building and growing a high-quality, diverse, and balanced portfolio; maintaining financial discipline via cost management to ensure consistent returns of cash to our shareholders; and delivering top operational execution while maintaining high standards for environmental responsibility and workplace safety. We have been consistent in our strategic approach and were pleased that our efforts have led to significant achievements throughout 2023 and into 2024.

Most notably, we are proud to share that we have recently closed our acquisition of Callon Petroleum Company, which is expected to be accretive on all financial metrics and will support further growth in the Permian Basin. The Board was deeply involved in overseeing decisions related to this transaction and is confident in the benefits that the integration will provide to our shareholders – those who have been long-term investors as well as those who have recently joined us following the acquisition.

In 2023, our total oil production increased by 8% year-over-year, with particularly strong performance in the U.S. led by execution and expansion in the Permian Basin. Additionally, we expanded our exploration portfolio through the addition of onshore leases in Alaska and two offshore blocks in Uruguay and are targeting a final investment decision byyear-end 2024 for Suriname’s Block 58.

Financially, we remained committed to returning value to our shareholders. In 2023, we exceeded our stated commitment of returning at least 60% of free cash flow to our shareholders, ultimately achieving 66% for the year. This included a total of $637 million returned, through the repurchase of 8.7 million shares of common stock for $329 million and the payment of $308 million in dividends.

For 2024, excluding impacts of the Callon acquisition, we expect roughly flat year-over-year oil production, with reasonable growth in the U.S., offset by flat production in Egypt and a slight decline in the North Sea. Overall, our strategic priority remains the same – to generate growth in free cash flow, with a goal of returning over 60% to our shareholders each year. We retain the ability to use our diverse and balanced portfolio to seek opportunities for organic growth where they would be beneficial to our ability to generate returns.

Shareholder Dialogue. Engagement with shareholders continues to be one of the most important inputs into our decision-making processes. We regularly engage with shareholders on issues such as business strategy, Board composition, executive compensation, and a range of sustainability-related topics. In 2023 and the beginning of 2024, we reached out to shareholders representing 58.2% of our shares outstanding, and ultimately engaged with (or were notified that no meeting was necessary for) shareholders representing 48.9% of our shares outstanding, with myself and Juliet Ellis, our Management Development and Compensation Committee Chair, attending several of these meetings. Key topics of interest included our recent additions to the Board, our careful alignment of Board skills with our business strategy, and our recent progress on our sustainability pillars.

Additionally, we were pleased with the feedback we received over the past year regarding thepay-for-performance design of our executive compensation program and the responsive changes we have made since 2022. Building on our successful Say-on-Pay vote in 2023, which received 94.5% support, investors similarly expressed support for our compensation program design and the responsive changes we made during engagements. For 2023, we largely maintained the same compensation program as in 2022, though we refreshed the sustainability goals in our short- and long-term incentive plans to match our current sustainability priorities. Goals in the short-term plan reflected priorities in safety, methane emissions reduction, and water use, and goals in the long-term plan included Scope 1 emissions targets as well as the reclamation of plugged and abandoned sites. We continue to evaluate our program on an ongoing basis to ensure it is in line with best practices and the expectations of our shareholders.

As we focus on our strategic priorities in 2024, we expect to continue our regular engagement with our shareholders to gather feedback and continue this valuable dialogue.

Evolution of Governance Best Practices. You may recall from prior disclosures and engagements that we are committed to ensuring APA has a diverse, highly engaged, and skilled Board to provide valuable strategic guidance to our management team. Building upon these commitments, we are pleased to highlight the recent evolution of our committee structure as a terrific example of the holistic ways in which we seek to continually improve our oversight of critical opportunities and risks to our business. In September 2023, we created a formal Cybersecurity Committee tasked with overseeing the Company’s policies, procedures, and risks associated with cybersecurity matters, a significant area of focus for our Board as well as our shareholders. Lt. Gen. Charles Hooper (Ret.), one of the newer members of the Board and chair of the Cybersecurity Committee, has previous work experience in positions relevant to information security, and his perspectives complement the rest of the Board on this critical topic.

Additionally, our Board considers oversight of sustainability issues to be one of its chief responsibilities and has developed mechanisms to regularly receive updates from management on sustainability topics and progress against our three central pillars: Air, Water, and Communities + People. Our committees have evolved over the years to fulfill different functions in overseeing these topics, and we have similarly worked to ensure our Board members have the appropriate experience across these matters.

Sustainability Progress. In 2023, we were pleased to make meaningful progress across a number of key sustainability initiatives:

Investing in our Workforce. Our employees are our most valuable asset, and in 2023, we took several steps to ensure they are well-positioned to provide for the long-term success of our Company:

On behalf of the entire Board, I would like to thank you for your ongoing investment in APA Corporation. We look forward to continuing to deliver exceptional value for our shareholders as we help meet the world’s increasing energy needs in a cleaner, more sustainable way.

Sincerely,

H. Lamar McKay Non-Executive Chair of the Board

Notice of Annual Meeting of Shareholders

Items of Business

The 2024 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.

By order of the Board of Directors,

Rajesh Sharma Corporate Secretary and Assistant General Counsel – Governance

APA Corporation

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056

April 12, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 23, 2024:

This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available free of charge at: www.proxydocs.com/APA

Proxy Statement

This proxy statement contains information about the 2024 annual meeting of shareholders of APA Corporation 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 12, 2024.

Contents

References to APA, the Company, our, we, andus mean APA Corporation and its consolidated subsidiaries, unless the context indicates otherwise.

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.