Skip to main content

APA Corp

For the period ended Apr 9, 2026. Filed Apr 9, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 9, 2026 · Filed Apr 9, 2026

Use the contents to explore the available documents and sections.

APA$44.63+2.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12

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):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy Statementand

Notice of Annual Meeting

Table of Contents

Message from Our Board Chairii
Notice of Annual Meetingiii
Purpose of the Annual Meeting1
Corporate Governance2
Board Committees, Meetings, and Responsibilities2
Board Risk Oversight3
Board Leadership Structure4
Board Nomination Process and Refreshment4
Director Independence6
Non-Discrimination6
Pledging and Hedging Policies6
Insider Trading Policy6
Management Succession Planning and Leadership Development6
Shareholder Engagement Program and Feedback7
Sustainable Operations7
Communicating with Our Board7
PROPOSAL 1: ELECTION OF DIRECTORS8
Summary Information About Our Nominees8
Nominees for Election as Directors9
Information About Our Executive Officers14
Executive and Director Compensation15
Compensation Discussion and Analysis (CD&A)15
Executive Compensation32
Director Compensation42
PROPOSAL 2: RATIFICATION OF AUDITOR APPOINTMENT45
Fees Paid to the Independent Auditor45
Pre-Approval of Independent Auditor Services and Fees45
Report of the Audit Committee47
PROPOSAL 3: ADVISORY VOTE ON NEO COMPENSATION48
General Information48
Say-on-Pay48
Effect of Your Vote48
PROPOSAL 4: APPROVAL OF AMENDMENT TO 2016 PLAN49
General Information49
Rationale for the Amendment49
Share Usage, Dilution, and Burn Rate49
Best Practices and Shareholder Protections50
Expected Future Equity Usage50
Failure to Approve the Amendment50
Board Recommendation50
Other Information51
Securities Ownership and Principal Holders51
Equity Compensation Plan Information52
Delinquent Section 16(a) Reports52
How to Register for and Access the Virtual Meeting53
Voting53
Non-GAAP Financial Measures54
Additional Information55
Exhibit A: Amendment to 2016 Plan57
Commonly Referenced Pages:
2023-2025 Performance Award Results29
2025 Annual Incentive Scorecard25
2025-2027 Performance Award Structure27
Board Risk Oversight3
Clawback Policy30
Compensation Discussion and Analysis15
Director Compensation Table44
Pay versus Performance Table39
Peer Group for Compensation22
Peer Group for TSR Performance28
Pledging and Hedging Policies6
Stock Ownership Requirements for Directors43
Stock Ownership Requirements for Officers30
Summary Compensation Table32

Forward-Looking Statements and Other Disclosures

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “continues,” “could,” “capable,” “estimates,” “expects,” “goals,” “may,” “might,” “outlook,” “possibly,” “potential,” “should,” “will,” “would,” and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about plans, expectations, goals, commitments, strategies, and objectives. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on several risks and uncertainties that could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our Form 10-K for the year ended December 31, 2025, and in our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business. Any forward-looking statement made in this proxy statement speaks only as of the date of this proxy statement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether because of new information, future developments, or otherwise, except as may be required by law.

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.

2026 Proxy Statementi

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.