DEF 14A of APA Corp, Apr 9, 2026

DEF 14A of APA Corp

Filed Apr 9, 2026 · FY20250001193125-26-149453

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    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.

  2. Summary Information About Our Nominees

    Summary Information About Our Nominees

  3. Summary Information About Our Nominees

    | Skills / Attributes | Bay | Christmann | Ellis | Fisher | Hooper | Joung | McKay | Ragauss | Stover | Weaving | | Independent | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Years on Board | 12 | 11 | 7 | 2 | 4 | 15 | 5 | 11 | 4 | 2 | | Age | 70 | 59 | 67 | 64 | 68 | 65 | 67 | 68 | 68 | 49 | | Gender | F | M | F | M | M | M | M | M | M | F | | Ethnic Minority | | | | | ● | ● | | | | | | Military Veteran | | | | | ● | | | | | | | Other Public Company Boards | | | 1 | | 2 | 1 | 1 | 1 | | 1 | | Industry Experience: Exploration and production experience is critical to oversight of APA’s core operations | ● | ● | | ● | | ● | ● | ● | ● | ● | | Global Experience: International expertise supports APA’s global footprint, which includes the United States, Egypt’s Western Desert, the United Kingdom’s North Sea, and Suriname | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Reporting/Accounting/M&A: Familiarity with executing transactions and financial reporting matters helps APA focus on delivering long-term, full cycle returns through effective capital allocation and contributes to audit and reporting oversight | | ● | ● | ● | | ● | ● | ● | ● | ● | | Risk Management/Compliance: Experience in managing risk and compliance allows the full Board and specific committees to meet their stated oversight responsibilities | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental: This oversight experience supports APA’s commitment to environmental stewardship | ● | ● | | ● | | | ● | | ● | ● | | Human Capital Management: With a significant number of employees worldwide, experience in engaging, developing, and retaining talent is key to APA’s long-term success | ● | ● | ● | | ● | | ● | ● | ● | | | Corporate Governance/Ethics: Understanding of corporate governance trends and best practices allows APA to continue meeting and exceeding the evolving expectations of our stakeholders | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Executive/Senior Leadership: Senior leadership expertise allows our Board to provide effective oversight of and support to our management team across a variety of challenging and complex matters | ● | CEO | ● | CFO | ● | ● | ● | CFO | CFO | CFO | | Engineering/Tech/Cybersecurity: Engineering and technology expertise encourages APA to take a differentiated approach to exploration and production, while cybersecurity expertise helps to protect these efforts | | ● | | ● | ● | ● | ● | ● | ● | | | Operations: Operational expertise supports our relentless focus on costs and performance excellence, which allows APA to deliver top tier returns to our shareholders | ● | ● | | ● | | | ● | ● | ● | |

  4. Nominees for Election as Directors

    Nominees for Election as Directors

  5. Nominees for Election as Directors

    | Director Since: May 2014 APA Committees: – CRG&N, Chair – MD&C Other Public Company Boards: – None | ANNELL R. BAY Reasons for Nomination to Our Board • With her extensive experience in the global oil and gas industry, Ms. Bay brings critical expertise and oversight of the Company’s strategic exploration and operations projects around the world. • Ms. Bay’s relationships with some of the world’s top academic and industry-focused institutions provide APA with rare insight into the latest scientific developments, allowing us to maintain our competitive advantage. • As a prior member of public company boards in two countries with vastly different governance regulatory regimes, Ms. Bay brings unique governance perspective and understanding of best practices to the Board. • Having served as Chair of our CRG&N Committee and a member of our MD&C Committee, Ms. Bay has been a driving force behind APA’s approach to sustainability leadership and engagement. Additional Leadership Experience, Service, and Qualifications • Advisory board member, Jackson School of Geosciences, University of Texas at Austin • Trustee, Trinity University • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute • Former board member of Verisk Analytics, Inc. and Hunting PLC Career Highlights Marathon Oil Corporation, 2008-2014 • Vice President, Global Exploration • Senior Vice President, Exploration Shell Exploration and Production Company, 2004-2008 • Vice President, Americas Exploration Kerr-McGee Oil and Gas Corporation (and Oryx Energy prior to merger), 1988-2004 • Vice President, Worldwide Exploration • Vice President, North America Exploration |

  6. Nominees for Election as Directors

    | Chief Executive Officer Director Since: January 2015 APA Committees: – None Other Public Company Boards: – None | JOHN J. CHRISTMANN IV Reasons for Nomination to Our Board • With more than three decades in the oil and gas industry, including more than 28 years at the Company leading both operational and staff functions and most recently serving as CEO, Mr. Christmann has the proficiency and depth to manage and operate a large-scale oil and gas exploration and production company. • Mr. Christmann’s extensive experience in the oil and gas industry has provided him with an in-depth understanding of successful execution and operational management in the field, an appreciation and talent for value-added M&A activity, and the expertise to oversee the strategic direction of a large, publicly traded company. • His experience, coupled with his thorough knowledge and understanding of the Company’s assets and unique operations, complement Mr. Christmann’s management strengths and enable him to lead the Company through the complexities of day-to-day operations as well as the macroeconomic impact of commodity prices. Additional Leadership Experience, Service, and Qualifications • Board of Visitors, University of Texas MD Anderson Cancer Center • Advisory Board Member, Maguire Energy Institute, SMU Cox School of Business • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights APA Corporation, 1997-present • Chief Executive Officer, 2024-present • Chief Executive Officer and President, 2015-2023 • Executive Vice President and Chief Operating Officer, North America • Region Vice President, Permian Region • Vice President, Business Development • Production Manager, Gulf Coast Region |

  7. Nominees for Election as Directors

    | Director Since: May 2019 APA Committees: – CRG&N – MD&C, Chair Other Public Company Boards: – Donnelley Financial Solutions, Inc. | JULIET S. ELLIS Reasons for Nomination to Our Board • Ms. Ellis’s extensive experience over three decades in portfolio management, strategy, and risk oversight has helped guide APA toward fulfilling our commitments to maintain a disciplined financial approach and leverage our diversified portfolio of assets. • Ms. Ellis’s deep expertise within the institutional investor community provides her with a unique ability to represent our shareholders and allows the Board to keep apprised of their emerging areas of interest. • As our MD&C Chair, Ms. Ellis has been instrumental in leading a number of enhancements made to our executive compensation practices in an effort to align with our shareholders’ expectations. Additional Leadership Experience, Service, and Qualifications • Board of Directors, Houston Methodist Hospital system • Member, Women Corporate Directors • Chartered Financial Analyst (CFA) • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Invesco, 2004-2019 • Managing Director, Senior Portfolio Manager • Chief Investment Officer, U.S. Growth Equities Investment Management Unit • Senior Portfolio Manager, Small Cap Growth Fund and Small Cap Equity Fund JPMorgan Chase & Co. (and Fleming Asset Management prior to acquisition), 1987-2004 • Senior Portfolio Manager • Managing Director • Equity Analyst |

  8. Nominees for Election as Directors

    | Director Since: October 2024 APA Committees: – Audit, Chair – Cybersecurity Other Public Company Boards: – None | KENNETH M. FISHER Reasons for Nomination to Our Board • Mr. Fisher brings with him extensive financial and leadership experience across the oil and gas value chain. • Mr. Fisher’s experience on public company boards and as the chair of the audit committee at ChampionX prior to its acquisition by SLB enhances the board’s risk management practices and provides insight into emerging best practices. Additional Leadership Experience, Service, and Qualifications • Former board member and chair of the Audit Committee for ChampionX • Former chair of the board of directors of Noble Midstream Partners • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights ChampionX, 2021-2025 • Executive Vice President and Chief Financial Officer Noble Energy, Inc., 2009-2020 • Executive Vice President and Chief Financial Officer • Senior Vice President and Chief Financial Officer Shell plc, 2002-2009 • Executive Vice President, Finance, for Upstream Americas • Group Director of Strategy and Business Development • Executive Vice President, Strategy and Portfolio for the Global Downstream Business • Chief Financial Officer for Shell Oil Products U.S. |

  9. Nominees for Election as Directors

    | Director Since: February 2022 APA Committees: – Cybersecurity, Chair – MD&C Other Public Company Boards: – General Dynamics Corporation – UL Solutions Inc. | Lt. Gen. CHARLES W. HOOPER (U.S. Army, Retired) Reasons for Nomination to Our Board • Lt. Gen. Hooper’s extensive experience with executive and analytical roles, foreign relations, cybersecurity, and international assignments, including service in Egypt, which is an area of significant operations for the Company, brings valuable perspectives that are critical to our Board’s ability to oversee our international portfolio development strategy. • His service spanning more than four decades in the U.S. Army has translated to many valuable learnings for our Board, particularly in regard to risk management and critical decision making, as well as navigating the ongoing macroeconomic and geopolitical challenges that APA faces around the world. • Lt. Gen. Hooper has vast management experience. In his role as the U.S. Department of Defense expert on security assistance funding and U.S. foreign military sales, he had oversight of 20,000 people globally and over $50 billion in annual weapons sales. This experience brings a valuable perspective on managerial oversight to our Board. Additional Leadership Experience, Service, and Qualifications • Member, Council on Foreign Relations • Nonresident Scholar, Atlantic Council; Harvard University Belfer Center • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute • Additional Board Memberships: Two Six Technologies, Inc.; Civilian Marksmanship Program Career Highlights The Cohen Group, 2020-present • Senior Counselor U.S. Army, 1979-2020 • Director of the Defense Security Cooperation Agency • Chief of the Office of Military Cooperation, U.S. Embassy, Cairo, Egypt • Command and Staff Assignments, 25th Infantry and 82nd Airborne Divisions • U.S. Defense Attaché to the People’s Republic of China • Chief Strategist and Planner, U.S. Africa Command |

  10. Nominees for Election as Directors

    | Director Since: February 2011 APA Committees: – Audit – Cybersecurity Other Public Company Boards: – South Bow Corporation | CHANSOO JOUNG Reasons for Nomination to Our Board • Mr. Joung has spent the majority of his career in the finance industry working with energy companies. Through his experiences in private equity and as an investment banker, Mr. Joung has gained a rare level of expertise with energy companies, the energy industry, and energy-related capital markets and M&A activity, which greatly enhances the business and strategy capabilities of the Board. He additionally has developed skills in the identification, assessment, and management of risk. • During his time at Warburg Pincus, Mr. Joung was responsible for a number of the firm’s investments across conventional energy, including E&P, gas gathering and transportation, and electricity generation. He also coordinated the firm’s renewables activities, including wind, solar, biofuels, and grid storage, which have translated to valuable learnings for the Board as we continue to drive APA’s environmental initiatives forward. • Mr. Joung is deeply passionate about our Company’s recruiting efforts and has specific expertise in diverse recruitment and development, which has been instrumental in the Board’s oversight of the Company’s workforce and D&I initiatives. Additional Leadership Experience, Service, and Qualifications • Former Director, Targa Resources Partners/Targa Corporation and Magellan Midstream Partners, L.P. • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Warburg Pincus, 2005-2015 • Partner • Senior Advisor Goldman Sachs, 1987-2004 • Head, Americas Natural Resources Group, Investment Banking Division • Co-Head, Recruiting, Investment Banking Division • Co-Head, Women’s and Diversity Recruitment and Development, Investment Banking Division |

  11. Nominees for Election as Directors

    | Non-Executive Chair of the Board since September 1, 2022 Director Since: February 2021 APA Committees: – None Other Public Company Boards: – CRH plc | H. LAMAR MCKAY Reasons for Nomination to Our Board • Mr. McKay spent his entire career at a major international oil and gas company. His extensive experience and global perspective assist the Board in the assessment and management of risks faced by natural gas and oil companies. • Mr. McKay’s deep level of industry expertise has been critical to the Board’s ability to oversee APA’s complex capital investment and portfolio-related initiatives, including safe and on-budget maintenance turnarounds, modernization efforts, advancement of exploration and appraisal programs, and streamlining of portfolio assets. • His experience as Chair of our Board includes time spent working closely with the rest of the Board, the management team, and our stakeholders. In particular, he is heavily involved in APA’s shareholder engagement and sustainability efforts. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights BP p.l.c. (and Amoco prior to acquisition), 1980-2020 • Chief Transition Officer • Deputy Chief Executive Officer • Chief Executive, Worldwide Upstream Business • Chair and President, BP America • Executive Vice President • Head of Strategy |

  12. Nominees for Election as Directors

    | Director Since: December 2014 APA Committees: – Audit – Cybersecurity Other Public Company Boards: – The Williams Companies, Inc. | PETER A. RAGAUSS Reasons for Nomination to Our Board • Mr. Ragauss brings a wealth of accounting, financial, and executive experience to the Board, having held senior positions, including as chief executive officer, chief financial officer, controller, and vice president of finance. His wide and varied experiences in the oil and gas industry, including in the area of finance, have provided him with unique understanding and insight concerning the risks faced by oil and gas companies. • His board service at The Williams Companies, whose core business is natural gas gathering, processing, and transportation, has provided valuable learnings to our Board regarding APA’s strategic initiatives as well as corporate governance best practices. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Baker Hughes, 2006-2014 • Senior Vice President and Chief Financial Officer BP p.l.c. (and Amoco prior to acquisition), 1998-2006 • Controller, Refining and Marketing • Chief Executive Officer, Air BP • Assistant to Group Chief Executive, BP Amoco • Vice President of Finance and Portfolio Management, Amoco Energy International El Paso Energy International, 1996-1998 • Vice President, Finance Tenneco Inc., 1993-1996 • Various positions Kidder, Peabody & Co, 1987-1993 • Various positions |

  13. Nominees for Election as Directors

    | Director Since: February 2022 APA Committees: – Cybersecurity – MD&C Other Public Company Boards: – None | DAVID L. STOVER Reasons for Nomination to Our Board • Mr. Stover’s experience as the board chair and chief executive officer at an international oil and gas company and his career working in diverse roles in the industry further enhances the Board’s ability to continue fulfilling its critical oversight role across APA’s complex operations. • Mr. Stover’s experience working with significant exploration success and offshore operations in the Eastern Mediterranean, West Africa, and Gulf of Mexico, together with his extensive onshore unconventional experience, including in the Permian Basin, also brings key insights to our Board for developing and bringing online large-scale discoveries. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Noble Energy, Inc., 2002-2020 • Board Chair and Chief Executive Officer • President and Chief Operating Officer • Executive positions in business development and operations BP p.l.c., 2000-2002 • Vice President and Business Unit Leader, Gulf of Mexico Shelf, BP America Vastar Resources, Inc., 1994-2000 • Various onshore and offshore management positions ARCO Oil and Gas Company, 1979-1994 • Positions in engineering, operations, and management |

  14. Nominees for Election as Directors

    | Director Since: April 2024 APA Committees: – Audit – CRG&N Other Public Company Boards: – Sempra | ANYA WEAVING Reasons for Nomination to Our Board • Ms. Weaving has spent the majority of her career in the investment banking industry advising companies on strategy, mergers and acquisitions and capital markets transactions. Her extensive experience working on and in the oil and gas industry, as well as broad international experience, brings additional critical skills and insights to the Board. • Ms. Weaving’s experience advising large cap energy companies on strategic transactions helps the Board in its role evaluating the Company’s asset portfolio and future transactions, and her previous service as a chief financial officer enhances the Board’s financial acumen and insights. Additional Leadership Experience, Service, and Qualifications • Board Trustee, the Musical Arts Association, non-profit organization that oversees the Cleveland Orchestra • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Bank of America Merrill Lynch, 2017-2022 • Vice Chair, Global Natural Resources, Investment Banking • Managing Director, Global Natural Resources, Investment Banking SOCO International plc (renamed Pharos Energy plc), 2014-2015 • Chief Financial Officer Bank of America Merrill Lynch, 2005-2014 • Head of European Oil and Gas M&A • Managing Director, Mergers & Acquisitions UBS, 2002-2005 • Associate Director, European Leisure team • Equity Analyst |

  15. Nominees for Election as Directors

    | | The Board recommends that you vote FOR the election of each of the nominees as directors. |

  16. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  17. 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.

  18. 2025 Compensation Highlights

    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:

  19. 2025 Compensation Highlights

    | Element | Key Decisions | | Base Salaries | • Kept NEO base salaries flat in 2025 | | Annual Incentives | • Increased the weighting on objective, formula-based results from 80% to 90%, while maintaining a dedicated strategic component to recognize progress on initiatives that materially improve the Company’s long-term outlook • Refined the corporate performance scorecard to improve transparency, strengthen accountability, and align incentives more directly with key value drivers (please see Key Changes for 2025 and Insights from Juliet S. Ellis, MD&C Committee Chair below for more information) • Kept NEO target annual incentive award opportunities unchanged from 2024 • Approved actual annual incentive awards—based on performance—ranging from 189.8% to 200% of target | | Long-Term Incentives | • Granted 2025 awards with a mix of 60% performance awards, 20% stock options, and 20% time-based RSUs (please see Key Changes for 2025 below for more information) • Kept NEO target long-term incentive award opportunities unchanged from 2024 • Awarded performance awards from the 2023 grant at 120% of target, with 50% vested in 2026, and the remaining 50% set to vest in 2027 |

  20. Annual Incentives

    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.

  21. Annual Incentives

    | Financial / Operational 70% | EH&S 20% | Strategic 10% | | 90% Quantitative Metrics | | |

  22. Annual Incentives

    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.

  23. Long-Term Incentives

    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:

  24. Long-Term Incentives

    | Long-Term Incentive Award Mix |

  25. Long-Term Incentives

    | 2024 | Performance Awards 60% | RSUs 40% | | | 2025 | Performance Awards 60% | Stock Options 20% | RSUs 20% | | | 80% Performance-Based | | |

  26. Long-Term Incentives

    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.

  27. Long-Term Incentives

    | Performance Award Mix |

  28. Long-Term Incentives

    | 2024 | CROIC 40% | Relative TSR 40% | Sustainability 20% | | 2025 | CROIC 40% | Relative TSR 60% | |

  29. Why did the MD&C Committee decide that 2025 was the right time to redesign the corporate performance scorecard for annual incentives?

    Why did the MD&C Committee decide that 2025 was the right time to redesign the corporate performance scorecard for annual incentives? 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.

  30. How does removing Profitability Index (P/I) from the scorecard align with APA’s ongoing commitment to capital discipline?

    How does removing Profitability Index (P/I) from the scorecard align with APA’s ongoing commitment to capital discipline? 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. 3.

  31. What evidence has the MD&C Committee seen that the redesigned corporate performance scorecard is achieving its intended outcomes?

    What evidence has the MD&C Committee seen that the redesigned corporate performance scorecard is achieving its intended 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. 4.

  32. Compensation Best Practices and Policies

    | What We Do | | | What We Don’t Do | | | Place a significant emphasis on performance-based, at-risk, long-term compensation | ✕ | Reprice underwater stock options | | | Extend vesting for performance awards beyond the typical three-year timeline—half (50%) vests at the end of year three and the other half (50%) at the end of year four | ✕ | Provide excessive perquisites | | | Cap our TSR payouts at target if TSR is negative and require above-median TSR performance to earn a target payout | ✕ | Utilize executive officer employment contracts | | | Double trigger change in control provisions | ✕ | Provide guaranteed bonuses or uncapped incentives | | | Maintain a robust clawback policy, and rigorous stock ownership requirements for our officers and directors | ✕ | Pay tax gross ups, except for standard expatriate tax equalization benefits available to all similar employees | | | Use an independent, external compensation consultant, and all members of the MD&C Committee are independent | ✕ | Allow pledging or hedging of Company securities by directors or executive officers |

  33. APA’s Guiding Principles and Executive Compensation Philosophy

    | | Alignment with shareholder interests. Executives should be compensated through market-competitive pay elements based on short-term and long-term performance goals that align executive compensation with the creation of long-term value for our shareholders. | | | Pay for performance. A substantial portion of executives’ compensation should be linked to the achievement of pre-determined financial, operational, and other key strategic metrics with challenging performance targets that align with APA’s business strategy and long-term objectives. | | | Commitment to Environmental, Health, and Safety (EH&S) goals. Our program should include quantifiable EH&S goals, the achievement of which impact actual incentive award payouts. Considerable focus should be on metrics that demonstrate our commitment to worker safety and to measurable improvements in emissions reduction. |

  34. Components of Executive Compensation

    | | Component | Purpose | Key Features | | | Base Salary | Provide market-competitive base pay, reflective of an executive officer’s role, responsibilities, and individual performance to attract and retain top talent | ● Reviewed annually based on market data, internal equity, job responsibilities, and individual performance | | | Annual Incentive Compensation | Focus executive officers on achieving annual financial, operational, and other key short-term strategic goals that align with APA’s business strategy and drive long-term results | ● Based on the achievement of pre-determined corporate performance metrics measured against a mix of quantitative goals (weighted 90%) and qualitative goals (weighted 10%) ● Driven by challenging targets that balance financial, operational, and strategic priorities (e.g., capital discipline, cost management, reliable production delivery, EH&S) with market realities (e.g., continuously fluctuating commodity prices, geopolitical influences, operational risks, and limits of oil and gas reserves) | | | Long-Term Incentive Compensation | Provides incentives for executive officers to execute on longer-term financial/strategic goals that drive shareholder value creation, and supports APA’s talent retention objectives | ● Performance awards (60%): earned based on the achievement of relative and absolute metrics at the end of a three-year performance period; vests 50% at the end of year three and 50% at the end of year four ● Stock options (20%): vest in three equal installments over the first three anniversaries of the grant date; 10-year term ● RSUs (20%): vest ratably over three years |

  35. Compensation Mix

    | | | At Risk | | | CEO | Salary 10.3% | Target Annual 14.4% | Target Long-Term 75.3% |

  36. Compensation Mix

    | Other NEOs (Average) | Salary 16.7% | Target Annual 17.2% | Target Long-Term 66.1% |

  37. Compensation Peer Group

    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:

  38. Compensation Peer Group

    | Component | Criteria | | Size | Companies with similar revenues—between 0.4x and 3.3x our revenue, assets—between 0.4x and 4.4x our assets, and market capitalization—between 0.6x and 8.9x our market capitalization | | Operations | Companies with similar domestic and/or international operations and complexities | | Headquarters | Companies headquartered in Texas or surrounding states | | Talent Competition | Companies with which we compete for executive talent |

  39. Compensation Peer Group

    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:

  40. Compensation Peer Group

    | 2025 Compensation Peer Group | | | | | Antero Resources Corp. | Devon Energy Corp. | EOG Resources, Inc. | Murphy Oil Corp. | | Civitas Resources Inc. | Diamondback Energy, Inc. | Hess Corp.* | Occidental Petroleum Corp. | | Coterra Energy, Inc. | Expand Energy Corp. | Marathon Oil Corp.* | Ovintiv Inc. |

  41. Compensation Peer Group

    * 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.

  42. Annual Incentive Compensation Plan

    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.

  43. 2025 Annual Incentive Target Award Opportunity

    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:

  44. 2025 Annual Incentive Target Award Opportunity

    | Named Executive Officer | 2025 Base Salary ($) | 2025 Target Annual Incentive Opportunity (%) | 2025 Target Annual Incentive Opportunity ($) | | John J. Christmann IV | 1,300,000 | 140 | 1,820,000 | | Stephen J. Riney | 900,000 | 120 | 1,080,000 | | Ben C. Rodgers(1) | 625,000 | 100 | 625,000 | | Tracey K. Henderson | 625,000 | 100 | 625,000 | | Kimberly O. Warnica(2) | 625,000 | 100 | 625,000 | | D. Clay Bretches(3) | 675,000 | 100 | 675,000 |

  45. 2025 Annual Incentive Target Award Opportunity

    (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.

  46. 2025 Corporate Performance Scorecard

    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: Performance targets are established independently of past outcomes and grounded in forward-looking plans that are ambitious but attainable. 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. • Thresholds and maximums should establish clear boundaries for performance outcomes. 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. [Remainder of Page Intentionally Left Blank]

  47. 2025 Corporate Performance Scorecard

    | The MD&C Committee’s Final Scorecard 2025 Corporate Performance Metrics | | | | | | | | | Performance Goals and Results | | | | | Objectives/Metrics | Weight | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Financial/Operational | | | | | | | Free Cash Flow ($MM)(1) — focuses leadership on conservative budgeting and strict cost management; represents cash remaining after capital expenditures, highlighting our capacity to reinvest in the business or return funds to shareholders | 20% | Result: $1,534 | | | 40.0% | | | | $606 | $806 | $1,006 | | | Lifting + Workover Costs ($MM)(2) — focuses management on controlling direct operating expenses associated with production and maintenance activity, reinforcing cost discipline in daily operations and ensuring capital is deployed efficiently to maximize margins and free cash flow | 15% | Result: $1,219 | | | 19.8% | | | | $1,250 | $1,235 | $1,185 | | | Gross Department Costs ($MM)(3) — keeps management accountable for overhead and administrative cost control across the organization, promoting efficiency in support functions and sustaining financial discipline in all areas of the business | 15% | Result: $464 | | | 30.0% | | | | $540 | $525 | $500 | | | Development Capital Expenditures ($MM)(4) — directs management to maintain disciplined investment in drilling and development projects, balancing growth opportunities with returns and ensuring capital is allocated to maximize long-term value creation | 10% | Result: $1,957 | | | 20.0% | | | | $2,135 | $2,110 | $2,060 | | | Net Production (MBOE/D)(5) — measures the Company’s ability to reliably deliver production volumes in line with plan, reflecting execution across drilling, development, and operational performance that underpins both cash flow generation and shareholder returns | 10% | Result: 399 | | | 20.0% | | | | 379 | 388 | 395 | | | EH&S | | | | | | | Air — focuses management on reducing routine flaring across U.S. Onshore operations, driving structural emissions improvements and reinforcing APA’s commitment to lowering its environmental footprint while maintaining efficient production | 10% | Result: 0.84% | | | 20.0% | | | | 1.15% | 1.00% | 0.85% | | | Safety — holds management accountable for minimizing serious workplace incidents, emphasizing leadership engagement, operational discipline, and a strong safety culture to protect employees and contractors | 10% | Result: 0.000 | | | 20.0% | | | | 0.015 | 0.010 | 0.005 | | | Strategic | | | | | | | Long-Term Outlook — Materially improve the long-term Company outlook (outside the three-year plan) | 10% | Achieved significant milestones across our portfolio, including accelerating sustainable cost reductions across the organization, expanding Permian inventory runway, transforming long-term Egypt asset trajectory, optimizing late life operations in the North Sea, progressing decommissioning planning, and exploration and appraisal planning in Alaska following the Sockeye-2 discovery | | | 20.0% | | Final Achievement | | | | | 189.8% |

  48. 2025 Annual Incentive Award Payouts

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

  49. 2025 Annual Incentive Award Payouts

    | Named Executive Officer | 2025 Target (%) | 2025 Target ($) | Corporate Performance Results (%) | Individual Performance Results (%) | 2025 Actual ($) | Actual as Percent of Target (%) | | John J. Christmann IV | 140 | 1,820,000 | 189.8 | 100.0 | 3,454,360 | 189.8 | | Stephen J. Riney | 120 | 1,080,000 | 189.8 | 105.4 | 2,160,000 | 200.0 | | Ben C. Rodgers(1) | 100 | 625,000 | 189.8 | 105.4 | 1,056,341 | 200.0 | | Tracey K. Henderson | 100 | 625,000 | 189.8 | 100.0 | 1,186,250 | 189.8 | | Kimberly O. Warnica(2) | 100 | 625,000 | 189.8 | 100.0 | 1,151,818 | 189.8 | | D. Clay Bretches(3) | 100 | 675,000 | N/A | N/A | 286,875 | 42.5 |

  50. 2025 Annual Incentive Award Payouts

    (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.

  51. Long-Term Incentive Compensation

    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:

  52. Long-Term Incentive Compensation

    | Performance Awards 60% | Stock Options 20% | RSUs 20% | | 80% Performance-Based | | |

  53. 2025 Long-Term Incentive Target Award Opportunity

    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:

  54. 2025 Long-Term Incentive Target Award Opportunity

    | Named Executive Officer | Performance Awards ($) | Stock Options ($) | Restricted Stock Units ($) | Total Target Award Value ($) | | John J. Christmann IV | 5,694,000 | 1,898,000 | 1,898,000 | 9,490,000 | | Stephen J. Riney | 3,240,000 | 1,080,000 | 1,080,000 | 5,400,000 | | Ben C. Rodgers(1) | 900,000 | 300,000 | 300,000 | 1,500,000 | | Tracey K. Henderson | 1,312,500 | 437,500 | 437,500 | 2,187,500 | | Kimberly O. Warnica | 1,312,500 | 437,500 | 437,500 | 2,187,500 | | D. Clay Bretches(2) | 1,620,000 | 540,000 | 540,000 | 2,700,000 |

  55. 2025 Long-Term Incentive Target Award Opportunity

    (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.

  56. 2025 Performance Awards

    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.

  57. 2025 Performance Awards

    | CROIC 40% | Relative TSR 60% |

  58. Vesting

    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.

  59. 2025-2027 Performance Award Metrics

    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:

  60. 2025-2027 Performance Award Metrics

    | | CROIC Performance Range(2) | | | | Three-Year Average WTI Price(1) | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | | -$20 ($50) | 22% | 24% | 26% | | -$10 ($60) | 26% | 29% | 32% | | 3-Year Plan at Strip ($70) | 31% | 35% | 38% | | +$10 ($80) | 35% | 39% | 43% | | +$20 ($90) | 38% | 43% | 47% |

  61. 2025-2027 Performance Award Metrics

    (1) In the -$10 and -$20 price scenarios, targets have been adjusted for lower activity and cost deflation. In the +$10 and +$20 price scenarios, targets have been adjusted for higher inflation. In all price scenarios, 60% of free cash flow (as separately defined for our external reporting) is targeted to be returned to shareholders at a minimum. (2) CROIC is calculated using cash flow in the numerator and invested capital in the denominator. Specifically, the numerator is cash flow from operations before changes in working capital, excluding minority interest in Egypt, with financing costs added back. The denominator is calculated as average debt plus average APA shareholders’ equity. When calculating results, the impact of any material unanticipated accounting effects will be neutralized. This will include reversals of tax allowances, impairments, changes in accounting for a long-term natural gas supply contract with an LNG export customer, and similar items. Any impacts from significant regulatory changes will be removed. CROIC is calculated for each year, and then the average is taken over three years. CROIC will be adjusted for changes in the portfolio and capital program. Performance over the three-year period is measured as a percentage above or below target, based on a matrix of three-year average West Texas Intermediate (WTI) prices. The target is subject to adjustment based on the actual three-year average WTI price. Relative TSR (60%) performance is measured over a three-year period relative to both peer companies and the S&P 500 Index. Comparing our performance to the S&P 500 ensures that results are evaluated against the broader market, providing a comprehensive view of how we perform within our industry and also in comparison to large-cap companies. The 2025 performance peer group is as follows:

  62. 2025-2027 Performance Award Metrics

    | 2025 TSR Performance Peer Group* | | | | | Antero Resources Corp. | Devon Energy Corp. | Magnolia Oil & Gas Corp. | Range Resources Corp. | | Chevron Corp. | Diamondback Energy, Inc. | Matador Resources Co. | SM Energy Co. | | Chord Energy Corp. | EOG Resources, Inc. | Murphy Oil Corp. | S&P 500 Index (weighted twice) | | Civitas Resources, Inc. | EQT Corp. | Occidental Petroleum Corp. | | | ConocoPhillips Co. | Expand Energy Corp. | Ovintiv Inc. | | | Coterra Energy Inc. | Exxon Mobil Corp. | Permian Resources Corp. | |

  63. 2025-2027 Performance Award Metrics

    | Rank | 1–3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21–23 | | Payout (%) | 200 | 180 | 171 | 163 | 154 | 146 | 137 | 129 | 115 | 95 | 86 | 76 | 67 | 57 | 48 | 39 | 29 | 20 | — |

  64. 2025-2027 Performance Award Metrics

    Relative TSR target awards are granted using RSUs, with any earned awards settled in cash based on the closing share price on the vesting date. These awards are eligible for dividend equivalents that accumulate during the vesting periods if dividends are declared and paid by the Company during such period, subject to the resulting performance multiple. If a payout is warranted, dividends are paid in cash after the end of the vesting periods based on the same achievement and vesting schedule as the underlying awards. Dividends are forfeited if the underlying awards are forfeited. Any earned awards are capped at 1x target if absolute TSR is negative.

  65. Stock Options

    Stock Options Stock options are intended to promote long-term shareholder value creation by delivering value only if the Company’s stock price appreciates above the exercise price. As a result, they represent a fully at-risk component of long-term incentive compensation and align executives’ interests directly with sustained stock price growth. The options vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service, and have a 10-year term.

  66. Time-Based Restricted Stock Units (RSUs)

    Time-Based Restricted Stock Units (RSUs) Time-based RSUs are designed to support APA’s leadership retention objectives and align long-term compensation with stock performance. RSUs vest ratably over three years. The NEOs receive common stock for a portion of the RSU awards that vest. The remaining portion of the RSUs are paid in cash at vesting.

  67. Performance Awards Earned for 2023 Grants (January 1, 2023 – December 31, 2025)

    Performance Awards Earned for 2023 Grants (January 1, 2023 – December 31, 2025) In 2023, the NEOs at that time were granted their target performance awards with vesting based on achievement of CROIC, relative TSR, and Sustainability goals. Based on the results below, performance awards were earned at 120% of target. Half (50%) of the performance awards vested in 2026, and the other half will vest in 2027.

  68. Performance Awards Earned for 2023 Grants (January 1, 2023 – December 31, 2025)

    | Results for 2023-2025 Performance Awards | | | | | | | | | | Performance Goals and Results | | | | | | Metrics | Weight | Variable | Threshold | Target | Maximum | Payout | | Cash Return on Invested Capital(1) — incentivizes the sustained generation of returns to shareholders over the long-term, regardless of commodity price | 40% | 3-Year Average WTI Price(2) | Result: 47% | | | 80% | | | | -$20 ($53) | 20% | 25% | 30% | | | | | -$10 ($63) | 30% | 35% | 40% | | | | | 3YP ($73) | 39% | 43% | 47% | | | | | +$10 ($83) | 45% | 50% | 55% | | | | | +$20 ($93) | 50% | 55% | 60% | | | | | The highlighted row in the matrix represents the target at average actual WTI over the 3-year period, adjusted for portfolio changes. | | | | | | Relative TSR(3) — measured relative to the TSR Performance Peer Group over a three-year period; balanced payout scale | 40% | Relative TSR Rank(4) | Result: 23rd | | | 0% | | | | | 22nd | 13th | 1st – 4th | | | Sustainability(5) — equally weighted goals of reducing GHG intensity and enhancing biodiversity through increased reclamation | 20% | Reduce GHG Intensity | Result: 18% | | | 40% | | | | | 3% | 5% | 7% | | | | | Enhance Biodiversity through Increased Reclamation of P&A Sites | Result: ~300 sites | | | | | | | | >125 sites | >150 | >175 sites | | | Final Achievement | | | | | | 120% |

  69. Performance Awards Earned for 2023 Grants (January 1, 2023 – December 31, 2025)

    (1) CROIC is calculated with the numerator as cash flow from operations before changes in working capital, excluding Egypt non-controlling interests, with financing costs added back, and the denominator as average debt plus average APA shareholders’ equity. CROIC is calculated for each year and then averaged across the 3-year period. (2) The CROIC target is based on a 3-year plan activity set, run at a range of 3-year average WTI prices to fill in the above matrix. In the -$10 and - $20 price scenarios, targets have been adjusted for lower activity and cost deflation. In the +$20 scenario, target has been adjusted for higher inflation. In all price scenarios, 60% of free cash flow (as separately defined for our external reporting) is targeted to be returned to shareholders at a minimum. At completion of the performance period, the target is adjusted for portfolio changes, such as acquisitions and divestitures. (3) Relative TSR was calculated using the average per share closing price for the three calendar months immediately preceding the beginning and end of the performance period. Additional details about the relative TSR component of the 2023 performance awards were previously provided in our 2024 proxy statement. (4) The full payout scale for the relative TSR metric was as follows:

  70. Performance Awards Earned for 2023 Grants (January 1, 2023 – December 31, 2025)

    | Rank | 1–4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23–26 | | Payout (%) | 200 | 185 | 170 | 160 | 150 | 140 | 130 | 120 | 110 | 100 | 90 | 80 | 70 | 60 | 50 | 40 | 30 | 20 | 15 | — |

  71. Equity Award Grant Practices

    Equity Award Grant Practices The MD&C Committee approves and grants annual equity awards at approximately the same time each year, in early January, with the planned structure of the long-term and short-term awards discussed during the committee’s regularly scheduled meeting the previous December. Outside the annual grant cycle, we may grant equity awards in connection with a new hire package, retention grant, or severance package. All such awards are granted under a shareholder-approved plan, and any stock options (or similar awards) are granted at an exercise price at or above the closing price of the Company’s common stock on the date of grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity award grant dates. During the last completed fiscal year, we did not award any stock options (or similar awards) to any named executive officer in the period beginning four business days before the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K, that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  72. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation for the individuals listed below for all services rendered to the Company and its subsidiaries during fiscal years 2025, 2024, and 2023. The persons included in this table are the Company’s principal executive officer, principal financial officer, the three other most highly compensated executive officers who were serving as executive officers of the Company at the end of fiscal year 2025, and an additional individual who would have been in the preceding category but was no longer serving as an executive officer at the end of fiscal year 2025 (collectively, the NEOs).

  73. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | John J. Christmann IV | 2025 | 1,300,000 | — | 6,018,436 | 1,897,996 | 3,454,360 | — | 531,725 | 13,202,517 | | Chief Executive Officer | 2024 | 1,300,000 | — | 7,555,373 | — | 1,983,800 | — | 601,536 | 11,440,709 | | | 2023 | 1,300,000 | — | 9,384,742 | — | 2,467,400 | — | 611,299 | 13,763,441 | | Stephen J. Riney | 2025 | 900,000 | 110,160 | 3,424,602 | 1,079,994 | 2,049,840 | — | 340,459 | 7,905,055 | | President | 2024 | 900,000 | — | 4,299,113 | — | 1,177,200 | — | 331,114 | 6,707,427 | | | 2023 | 795,000 | — | 4,414,677 | — | 1,160,700 | — | 307,392 | 6,677,769 | | Ben C. Rodgers(5) | 2025 | 580,232 | 53,873 | 951,232 | 299,993 | 1,002,468 | — | 156,596 | 3,044,394 | | EVP, Chief Financial Officer | | | | | | | | | | | Tracey K. Henderson | 2025 | 625,000 | — | 1,387,251 | 437,498 | 1,186,250 | — | 207,890 | 3,843,889 | | EVP, Exploration | 2024 | 625,000 | — | 1,741,482 | — | 681,250 | — | 238,636 | 3,286,368 | | | 2023 | 625,000 | — | 2,429,421 | — | 912,500 | — | 201,699 | 4,168,620 | | Kimberly O. Warnica(6) | 2025 | 606,859 | 500,000 | 1,347,454 | 437,498 | 1,151,818 | — | 114,071 | 4,157,700 | | EVP, Chief Legal Officer, and Corporate Secretary | | | | | | | | | | | D. Clay Bretches(7) | 2025 | 290,742 | — | 1,712,301 | 539,997 | — | — | 1,577,532 | 4,120,572 | | Former EVP, Operations | 2024 | 675,000 | — | 2,149,518 | — | 735,750 | — | 266,703 | 3,826,971 | | | 2023 | 675,000 | — | 2,998,669 | — | 985,500 | — | 246,851 | 4,906,020 |

  74. Summary Compensation Table

    (1) Value of RSU awards made during the fiscal year, based upon the aggregate grant date fair value determined in accordance with applicable FASB ASC Topic 718. The grant date fair value of the TSR portion of the performance awards granted on January 9 and 13, 2025, is based on a Monte Carlo simulation, using the following assumptions: an expected volatility of 45.33% over a 2.98-year period preceding the valuation date and a risk-free interest rate of 4.22%. Based on the Monte Carlo simulation, using the above assumptions, the value of the TSR portion of the performance awards was $28.56 per unit. Additional discussion of the assumptions used in calculating the aggregate grant date fair value of the other RSU awards can be found in the footnotes to the Grants of Plan-Based Awards Table below and in Note 12 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The value of the RSU awards is expensed ratably over the term of the award. The 2025 and 2024 awards compared to 2023 are smaller because the CROIC component of the 2025 and 2024 performance awards are cash-based awards and therefore are not included in this total, as further explained in footnotes 1(b) and (3) of the Grants of Plan-Based Awards table. For 2025, the values of the RSU awards at the grant date, if the highest level of performance conditions were to be achieved, would be:

  75. Summary Compensation Table

    | | Christmann | Riney | Rodgers | Henderson | Warnica | Bretches | | RSU Award at Highest Level of Performance ($) | 10,628,765 | 6,047,963 | 1,679,921 | 2,449,943 | 2,392,211 | 3,023,981 |

  76. Summary Compensation Table

    (2) Amounts reflected under this column are paid pursuant to the Company’s incentive compensation plan as described under Annual Incentive Compensation Plan in the Compensation Discussion and Analysis section. The MD&C Committee exercised discretion to increase the payout above the formula result for Messrs. Riney and Rodgers, as discussed in the Compensation Discussion and Analysis section. The amount above the formula-determined payout is reported in the Bonus column. (3) Earnings from the Non-Qualified Deferred Compensation Table are not included as they are not above-market or preferential earnings. (4) The following table provides additional information for all other compensation paid during the 2025 fiscal year:

  77. Summary Compensation Table

    | | Christmann | Riney | Rodgers | Henderson | Warnica | Bretches | | Company Contributions to Retirement Plans ($)(a) | 46,500 | 46,500 | 44,500 | 46,500 | 46,500 | 28,000 | | Company Contributions to Non-Qualified Plans ($)(a) | 413,232 | 244,308 | 98,374 | 136,375 | 38,460 | 54,119 | | Life Insurance Premiums ($)(b) | 17,449 | 10,437 | 3,827 | 10,317 | 9,851 | 10,111 | | Use of Company Property ($)(c) | 18,213 | 18,213 | — | — | — | — | | Enhanced Long-Term Disability(d) | 36,331 | 21,001 | 9,895 | 13,698 | 17,785 | 7,177 | | Workplace Giving Program ($)(e) | — | — | — | 1,000 | 1,475 | 10,000 | | Termination Payments ($)(f) | — | — | — | — | — | 1,468,125 |

  78. Summary Compensation Table

    (a) Officers participate in two qualified retirement plans: the Apache Corporation 401(k) Savings Plan provides a match up to the first 8% of base pay and incentive bonus, and the Apache Corporation Money Purchase Retirement Plan provides an annual 6% Company contribution. Additionally, officers can elect to participate in the Apache Corporation Non-Qualified Retirement/Savings Plan to defer beyond the limits in the Apache Corporation 401(k) Savings Plan and continue Company contributions that exceed the limits in the qualified plans. The APA Deferred Delivery Plan allows officers the ability to defer income in the form of deferred units from the vesting of RSUs under the Company’s 2016 Omnibus Compensation Plan. The contributions into both non-qualified plans are reported in the Non-Qualified Deferred Compensation Table. The Company does not have a defined benefit plan for U.S. employees. (b) APA provides U.S. employees with two times their base salary under group term life insurance. Executives receive the first $50,000 of coverage under the same group term life insurance plan, and the remaining amount to bring them up to two times salary is provided in the form of universal life insurance policies. (c) These amounts are for use of corporate aircraft. During this fiscal year, the Board required Mr. Christmann to use the Company’s aircraft for all air travel for security reasons and to facilitate efficient business travel, unless good business judgment required otherwise. Even though the Company considers these costs a necessary business expense rather than a perquisite, in line with SEC guidance, the table includes the amounts attributable to each NEO’s personal aircraft usage. Executives are not reimbursed for the taxes on the income attributable to the personal use of corporate aircraft. The methodology for the valuation of non-integral use of corporate aircraft for disclosure in the Summary Compensation Table, in compliance with SEC guidance, calculates the incremental cost to the Company for personal use of the aircraft based on the cost of fuel and oil per hour of flight; trip-related inspections, repairs, and maintenance; crew travel expenses; on-board catering; trip-related flight planning services; landing, parking, and hangar fees; supplies; passenger ground transportation; and other variable costs. Additionally, the value of trips attributable to philanthropic interests was included, even though they are seen as contributing to the goodwill of the Company. In addition, Standard Industry Fare Level tables, published by the Internal Revenue Service, are used to determine the amount of compensation income that is imputed to the executive for tax purposes for personal use of corporate aircraft. (d) In addition to the benefits for which all employees are eligible, the Company also covers the full cost of enhanced long-term disability coverage for executive officers. (e) These amounts reflect payments made to qualified non-profit organizations under the Company’s Workplace Giving Program to match donations made by the officer. The administration of the Workplace Giving Program may result in reported amounts in excess of the annual matching limit, when a donation is made by an officer in one fiscal year, but the Company matching donation is not processed until the next fiscal year. Additional information about the Workplace Giving Program is provided in the Compensation Discussion and Analysis section above. (f) These amounts reflect payments made under the Company’s Executive Termination Policy. See also footnote (7) below. (5) Mr. Rodgers was not an NEO for 2023 or 2024. He was promoted to Executive Vice President and Chief Financial Officer effective on May 12, 2025. Mr. Riney held the role of Chief Financial Officer prior to such date. (6) Ms. Warnica joined the Company on January 13, 2025. The Bonus amount reflects a sign-on bonus, which is subject to clawback if she were to voluntarily cease her employment with the Company within two years from her date of hire. Mr. Bretches was terminated without cause effective June 4, 2025. Additional details are provided in the Potential Payments upon Termination or Change in Control table.

  79. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below provides supplemental information relating to the Company’s annual incentive compensation plan and the Company’s grants of RSUs and cash-based awards during fiscal year 2025 to the NEOs. Also included, in accordance with SEC rules on disclosure of executive compensation, is information relating to the estimated grant date fair value of the grants. Neither the values reflected in the table nor the assumptions utilized in arriving at the values should be considered indicative of future stock performance.

  80. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | | | | | | Name/ Grant Type* | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(4)(5) (#) | All Other Option Awards: Number of Securities Underlying Options(6) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | John J. Christmann IV | | | | | | | | | | | | | Annual | | 910,000 | 1,820,000 | 3,640,000 | — | — | — | — | — | — | — | | TSR | 01/09/2025 | — | — | — | 28,855 | 144,273 | 288,546 | — | — | — | 3,416,385 | | CROIC | 01/09/2025 | 1,138,800 | 2,277,600 | 4,555,200 | — | — | — | — | — | — | — | | Stock RSU | 01/09/2025 | — | — | — | — | — | — | 80,152 | — | — | 1,897,999 | | Options | 01/09/2025 | — | — | — | — | — | — | — | 199,579 | 23.68 | 1,897,996 | | Stephen J. Riney | | | | | | | | | | | | | Annual | | 540,000 | 1,080,000 | 2,160,000 | — | — | — | — | — | — | — | | TSR | 01/09/2025 | — | — | — | 16,419 | 82,094 | 164,188 | — | — | — | 1,943,986 | | CROIC | 01/09/2025 | 648,000 | 1,296,000 | 2,592,000 | — | — | — | — | — | — | — | | Stock RSU | 01/09/2025 | — | — | — | — | — | — | 45,608 | — | — | 1,079,997 | | Options | 01/09/2025 | — | — | — | — | — | — | — | 113,564 | 23.68 | 1,079,994 | | Ben C. Rodgers | | | | | | | | | | | | | Annual | | 290,116 | 580,232 | 1,160,464 | — | — | — | — | — | — | — | | TSR | 01/09/2025 | — | — | — | 4,561 | 22,803 | 45,606 | — | — | — | 539,975 | | CROIC | 01/09/2025 | 180,000 | 360,000 | 720,000 | — | — | — | — | — | — | — | | Stock RSU | 01/09/2025 | — | — | — | — | — | — | 12,668 | — | — | 299,978 | | Options | 01/09/2025 | — | — | — | — | — | — | — | 31,545 | 23.68 | 299,993 | | Tracey K. Henderson | | | | | | | | | | | | | Annual | | 312,500 | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | TSR | 01/09/2025 | — | — | — | 6,651 | 33,255 | 66,510 | — | — | — | 787,478 | | CROIC | 01/09/2025 | 262,500 | 525,000 | 1,050,000 | — | — | — | — | — | — | — | | Stock RSU | 01/09/2025 | — | — | — | — | — | — | 18,475 | — | — | 437,488 | | Options | 01/09/2025 | — | — | — | — | — | — | — | 46,004 | 23.68 | 437,498 | | Kimberly O. Warnica | | | | | | | | | | | | | Annual | | 303,430 | 606,859 | 1,213,717 | — | — | — | — | — | — | — | | TSR | 01/13/2025 | — | — | — | 6,460 | 32,301 | 64,602 | — | — | — | 764,888 | | CROIC | 01/13/2025 | 262,500 | 525,000 | 1,050,000 | — | — | — | — | — | — | — | | Stock RSU | 01/13/2025 | — | — | — | — | — | — | 17,945 | — | — | 437,499 | | Options | 01/13/2025 | — | — | — | — | — | — | — | 46,004 | 24.38 | 437,498 | | D. Clay Bretches | | | | | | | | | | | | | Annual | | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | TSR | 01/09/2025 | — | — | — | 8,209 | 41,047 | 82,094 | — | — | — | 971,993 | | CROIC | 01/09/2025 | 324,000 | 648,000 | 1,296,000 | — | — | — | — | — | — | — | | Stock RSU | 01/09/2025 | — | — | — | — | — | — | 22,804 | — | — | 539,999 | | Options | 01/09/2025 | — | — | — | — | — | — | — | 56,782 | 23.68 | 539,997 |

  81. Grants of Plan-Based Awards Table

    * Annual = Annual incentive award; TSR = TSR component of performance-based cash-settled RSUs; CROIC = CROIC component of performance-based cash awards; Stock RSU = Stock-based RSUs; and Options = Non-qualified stock options. (1) (a) Annual: For the Annual grant type, the amounts reflect estimated possible payouts under the Company’s annual incentive compensation plan. The estimated amounts are calculated based on the applicable annual bonus target and base salary earnings for each NEO in effect for the 2025 measurement period. The threshold payout under the plan is 50% of target, and the maximum payout under the plan is 200% of target. Actual incentive bonus awards granted for 2025 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (b) CROIC: For the CROIC grant type, the amounts reflect estimated possible payouts under the Company’s 2025 Performance Award Program discussed in footnote (3) below. The threshold payout is 50% of target, and the maximum payout is 200% of target. Actual payout will depend on the Company’s performance during the performance period, as discussed in footnote (3) below. These amounts are not reported in the Summary Compensation Table for 2025 because the multi-year performance criteria has not yet been satisfied and the compensation has not yet been earned. (2) For the grants made on January 9 and 13, 2025, the number of RSUs granted is shown as the target number, while the maximum number assumes a multiple of 2.0, and the threshold number shows the minimum number of RSUs earned if threshold performance goals are achieved. Details of the 2025 Performance Share Program are discussed in footnote (3) below. On January 9, 2025, pursuant to the 2016 Omnibus Compensation Plan, the Company established the 2025 Performance Award Program for executives and key employees who were employed on or before December 31, 2024, except for Ms. Warnica, whose grant was made on January 13, 2025, when she joined the Company. These employees, including the executives named in the Summary Compensation Table, were granted the right to receive cash-settled RSUs and, with respect to the CROIC component discussed below, a cash award, the number or dollar amount of which, as applicable, will be determined based on the Company’s achievement of two different measures of performance: (a) Total shareholder return (TSR) (weighted 60%): Compared to a peer group of 20 companies and one index weighted twice. At the conclusion of the three-year performance period, the Company’s performance will be directly ranked within the peer group. If the Company’s TSR ranks from 1 to 20, this will result in the application of a single multiplier to the target number of Cash RSUs for the TSR component as shown in the table below. However, if the Company ranks 21-23, there will be no achievement for this portion of the award.

  82. Grants of Plan-Based Awards Table

    | Rank | 1-3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21-23 | | Payout (%) | 200 | 180 | 171 | 163 | 154 | 146 | 137 | 129 | 115 | 95 | 86 | 76 | 67 | 57 | 48 | 39 | 29 | 20 | 0 |

  83. Grants of Plan-Based Awards Table

    TSR is determined by dividing (i) the sum of the cumulative amount of a company’s or index fund’s dividends for the performance period (assuming same-day reinvestment into the company’s common stock or index fund on the ex-dividend date) and the average share closing price of the company’s common stock for the last three calendar months of the performance period minus the average share closing price for the three calendar months immediately preceding the beginning of the performance period by (ii) the average share closing price for the three months immediately preceding the beginning of the performance period. If the Company’s absolute TSR for the performance period is negative, the payout percentage above is capped at 100%, regardless of whether the rank achieved a higher payout percentage. (b) CROIC (weighted 40%): Evaluated over a three-year performance period against a performance target determined at the beginning of the performance period. Performance is measured based on the three-year average relative to target based upon the average price of oil over the performance period. At the conclusion of the three-year performance period, which began on January 1, 2025, and will end on December 31, 2027, a calculation of the Company’s achievement of the performance measures will be made. For the TSR component, the resulting percentage achievement will be applied to the target cash-settled RSUs to derive the number awarded, which may be paid only in cash. The CROIC component is based on a fixed, cash target amount, subject to adjustment based on the results during the performance period, but not subject to adjustment based on the Company’s common stock price. If achievement warrants, vesting of cash-settled RSUs or payment of the cash award, as applicable, will begin when performance award results are determined by the MD&C Committee in early 2028, with 50% of the adjusted number of cash-settled RSUs vesting or the cash award payment being made, as applicable, immediately and 50% vesting or payment, as applicable, as of the first trading day on or after the anniversary of the first trading day following the close of the performance period, in January 2029. Except for retirements and executive terminations without cause, executives must be employed during the entire performance period and on the date of vesting. These units may be paid only in cash. (4) These awards reflect the number of RSUs granted under the terms of the 2016 Omnibus Compensation Plan. The grant date fair value of these awards, calculated in accordance with FASB ASC Topic 718, is based on the closing price of the Company’s common stock on the date of grant. The grant date fair value for the RSUs granted on January 9, 2025, was $23.68 per unit and for the RSUs granted to Ms. Warnica on January 13, 2025, was $24.38 per unit. Except as discussed below, the RSUs are generally non-transferable, and no dividends are paid on such units until vested. The RSUs vest ratably over three years. (5) The 2016 Omnibus Compensation Plan is administered by the MD&C Committee. RSUs granted under the 2016 Omnibus Compensation Plan are subject to appropriate adjustment in the event of reorganization, stock split, stock dividend, combination of shares, merger, consolidation, or other recapitalization of the Company. Upon both a change of control of the Company and termination of employment, all outstanding RSUs become automatically vested as of the date of such termination of employment. Generally, a change of control occurs when a person, partnership, or corporation acting in concert, or any or all of them, acquires more than 20% of the Company’s outstanding voting securities or upon a merger or similar combination, a sale of all or substantially all assets of the Company, or a change in the majority of the Company’s directors that is not approved by the Company’s incumbent Board. This column sets forth the number of shares of the Company’s common stock subject to options granted under the terms of the 2016 Omnibus Compensation Plan. For stock options, the estimated fair value is based upon principles of the Black-Scholes option pricing model. The Black-Scholes model utilizes numerous arbitrary assumptions about financial variables such as interest rates, stock price volatility, and future dividend yield. The options granted under the terms of the 2016 Omnibus Compensation Plan are generally non-transferable and become exercisable ratably over three years. The options were granted for a term of ten years, subject to earlier termination in specific circumstances related to termination of employment and are not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code. The exercise price and any withholding tax requirement may be paid by cash/check, delivery or attestation of already-owned shares of the Company’s common stock, or a broker-assisted cashless exercise. Options granted under the 2016 Omnibus Compensation Plan are subject to appropriate adjustment in the event of reorganization, stock split, stock dividend, combination of shares, merger, consolidation, or other recapitalization of the Company. Upon both a change of control of the Company and termination of employment, all outstanding options become automatically vested so as to make all such options fully vested and exercisable as of the date of such termination of employment. Generally, a change in control occurs when a person, partnership, or corporation acting in concert, or any or all of them, acquires more than 20% of the Company’s outstanding voting securities or upon a merger or similar combination, a sale of all or substantially all assets of the Company, or change in the majority of the Company’s directors that is not approved by the Company’s incumbent Board.

  84. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below provides supplemental information relating to the stock-based awards held by the NEOs as of December 31, 2025:

  85. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) ($) | | John J. Christmann IV | 129,624 | — | — | 41.24 | 02/03/2026 | 10,692(2) | 261,526 | 101,540(12) | 2,483,668(12) | | | 82,004 | — | — | 63.25 | 01/05/2027 | 16,037(3) | 392,265 | 144,342(13) | 3,530,605(13) | | | 120,855 | — | — | 46.27 | 01/16/2028 | 30,011(4) | 734,069 | 101,286(14) | 2,477,456(14) | | | — | 199,579 | — | 23.68 | 01/09/2035 | 45,016(5) | 1,101,091 | 144,273(15) | 3,528,918(15) | | | — | — | — | — | — | 80,152(6) | 1,960,518 | — | — | | Stephen J. Riney | 40,968 | — | — | 41.24 | 02/03/2026 | 5,030(2) | 123,034 | 47,767(12) | 1,168,381(12) | | | 26,934 | — | — | 63.25 | 01/05/2027 | 7,545(3) | 184,551 | 67,900(13) | 1,660,834(13) | | | 43,830 | — | — | 46.27 | 01/16/2028 | 17,077(4) | 417,703 | 57,633(14) | 1,409,703(14) | | | — | 113,564 | — | 23.68 | 01/09/2035 | 25,615(5) | 626,543 | 82,094(15) | 2,008,019(15) | | | — | — | — | — | — | 45,608(6) | 1,115,572 | — | — | | Ben C. Rodgers | — | 31,545 | — | 23.68 | 01/09/2035 | 1,676(2) | 40,995 | 15,141(12) | 370,349(12) | | | — | — | — | — | — | 2,513(3) | 61,468 | 22,624(13) | 553,383(13) | | | — | — | — | — | — | 4,744(4) | 116,038 | 16,009(14) | 391,580(14) | | | — | — | — | — | — | 7,115(5) | 174,033 | 22,803(15) | 557,761(15) | | | — | — | — | — | — | 12,668(6) | 309,859 | — | — | | Tracey K. Henderson | — | 46,004 | — | 23.68 | 01/09/2035 | 5,000(7) | 122,300 | 19,829(12) | 485,017(12) | | | — | — | — | — | — | 2,768(2) | 67,705 | 37,366(13) | 913,972(13) | | | — | — | — | — | — | 4,151(3) | 101,533 | 23,346(14) | 571,043(14) | | | — | — | — | — | — | 6,918(4) | 169,214 | 33,255(15) | 813,417(15) | | | — | — | — | — | — | 10,376(5) | 253,797 | — | — | | | — | — | — | — | — | 18,475(6) | 451,899 | — | — | | Kimberly O. Warnica | — | 46,004 | — | 24.38 | 01/13/2035 | 17,945(8) | 438,935 | 32,301(15) | 790,082(15) | | D. Clay Bretches | — | 8,007 | — | 23.68 | 01/09/2035 | 1,445(2) | 35,345 | 32,444(12) | 793,580(12) | | | — | — | — | — | — | 2,168(3) | 53,029 | 41,699(13) | 1,019,958(13) | | | — | — | — | — | — | 1,806(9) | 44,175 | 13,684(14) | 334,711(14) | | | — | — | — | — | — | 2,709(10) | 66,262 | — | — | | | — | — | — | — | — | 3,215(11) | 78,639 | — | — |

  86. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Based on the per share closing price of the Company’s common stock of $24.46 on 12/31/2025. (2) Vests on 01/04/2026. These units may be paid only in cash. (3) Vests on 01/04/2026. (4) Vests ratably on 01/08/2026 and 01/08/2027. These units may be paid only in cash. (5) Vests ratably on 01/08/2026 and 01/08/2027. (6) Vests ratably on 02/01/2026, 01/09/2027, and 01/09/2028. (7) Vests on 05/26/2026. (8) Vests ratably on 02/01/2026, 01/13/2027, and 01/13/2028. (9) Vests on 01/08/2026. These units may be paid only in cash. (10) Vests on 01/08/2026. (11) Vests on 02/01/2026. (12) Final amount vested based on the Company’s TSR and CROIC performance under the 2022 Performance Award Program from 01/01/2022 through 12/31/2024, as certified by the MD&C Committee on February 5, 2025. As a result, 50% of the RSUs earned vested on 02/05/2025, and the remaining 50% of the RSUs vested on or about 01/01/2026. These units may be paid only in cash. (13) Final amount vested based on the Company’s TSR, CROIC, and sustainability performance under the 2023 Performance Award Program from 01/01/2023 through 12/31/2025, as certified by the MD&C Committee on January 28, 2026, and further discussed in the Compensation Discussion and Analysis section above. As a result, 50% of the RSUs earned vested on 01/28/2026, and the remaining 50% of the RSUs vest on or about 01/01/2027. These units may be paid only in cash. Amount that vests will be based on the Company’s TSR and sustainability performance under the 2024 Performance Award Program from 01/01/2024 through 12/31/2026; no payout unless vesting occurs. The value and the amount in the table exclude the CROIC component of the program, which is not equity based. Further details regarding the design of the program were provided in the Company's 2025 proxy statement. If achievement warrants, 50% of the adjusted RSUs vest upon certification of the performance results, and 50% of the adjusted RSUs vest on the first trading day on or after the anniversary of the first trading day following the end of the performance period. As of 12/09/2025, two-year results would have resulted in an estimated 37% payout under the 2024 Performance Award Program (excluding the CROIC component, as noted above) had it vested. The value and the amount in the table assume that target levels of performance are achieved. These RSUs may be paid only in cash. Amount that vests will be based on the Company’s TSR performance under the 2025 Performance Award Program from 01/01/2025 through 12/31/2027; no payout unless vesting occurs. The value and the amount in the table exclude the CROIC component of the program, which is not equity based. Further details regarding the design of the program are provided in the Compensation Discussion and Analysis section and in footnote (3) of the Grants of Plan-Based Awards table. If achievement warrants, 50% of the adjusted RSUs vest upon certification of the performance results, and 50% of the adjusted RSUs vest on the first trading day on or after the anniversary of the first trading day following the end of the performance period. As of 12/09/2025, one-year results would have resulted in an estimated 180% payout under the 2025 Performance Award Program (excluding the CROIC component, as noted above) had it vested. The value and the amount in the table assume that target levels of performance are achieved. The RSUs may be paid only in cash.

  87. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The table below provides supplemental information relating to the value realized by each NEO upon the exercise of stock options and the vesting of RSUs and conditional grants during fiscal year 2025:

  88. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(1) ($) | | John J. Christmann IV | — | — | 406,529 | 9,452,853 | | Stephen J. Riney | — | — | 186,273 | 4,325,335 | | Ben C. Rodgers | — | — | 53,836 | 1,250,486 | | Tracey K. Henderson | — | — | 76,260 | 1,738,348 | | Kimberly O. Warnica | — | — | — | — | | D. Clay Bretches | — | — | 112,895 | 2,624,841 |

  89. Option Exercises and Stock Vested Table

    (1) Reflects RSUs vested under the terms of the 2016 Omnibus Compensation Plan.

  90. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The table below provides supplemental information relating to compensation deferred during fiscal year 2025 under the terms of the Apache Corporation Non-Qualified Retirement/Savings Plan (NQ Plan) and/or the APA Deferred Delivery Plan (DDP) by the NEOs.

  91. Non-Qualified Deferred Compensation Table

    | Name | Non-Qualified Plan(1) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | John J. Christmann IV | NQ Plan | 231,704 | 413,232 | 2,051,823 | — | 12,334,240 | | | DDP | — | — | 150,450 | — | 1,698,265 | | Stephen J. Riney | NQ Plan | 135,176 | 244,308 | 619,488 | — | 5,615,792 | | Ben C. Rodgers | NQ Plan | 57,582 | 98,374 | 236,678 | — | 1,221,364 | | Tracey K. Henderson | NQ Plan | 73,500 | 136,375 | 167,560 | — | 1,100,395 | | Kimberly O. Warnica | NQ Plan | 17,549 | 38,460 | 727 | — | 38,824 | | D. Clay Bretches | NQ Plan | 47,369 | 54,119 | 305,963 | (2,314,631) | — |

  92. Non-Qualified Deferred Compensation Table

    (1) NQ Plan: See footnote (4)(a) to the Summary Compensation Table above for a description of this plan. The amounts in the executive contributions column are also included in the Summary Compensation Table under Salary and Non-Equity Incentive Plan Compensation, as appropriate, for 2025. The amounts in the registrant contribution column are also included in the Summary Compensation Table under All Other Compensation for 2025. DDP: See footnote (4)(a) to the Summary Compensation Table above and footnote (2) to the table under Equity Compensation Plan Information below for a description of this plan. The amounts shown in the table below were previously reported in prior Summary Compensation Tables with respect to the officer’s holdings in the DDP. (2) Earnings are not included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table as they are not above-market or preferential earnings. (3) The amounts in this column were previously reported in prior Summary Compensation Tables as follows:

  93. Non-Qualified Deferred Compensation Table

    | | Christmann | Riney | Rodgers | Henderson | Warnica | Bretches | | Previously Reported for NQ Plan ($) | 7,139,157 | 3,137,849 | — | 449,635 | — | 1,294,449 | | Previously Reported for DDP ($) | 3,843,120 | — | — | — | — | — |

  94. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company is party to agreements and maintains plans that require the Company to provide compensation to the NEOs in the event of a termination of employment or a change in control of the Company. The amount of compensation payable to each NEO in each situation is listed in the following table for fiscal year 2025, assuming termination had occurred on December 31, 2025. All equity awards have been valued as of December 31, 2025.

  95. Potential Payments upon Termination or Change in Control

    | Name | Type of Compensation | Retirement or Voluntary Termination(1) ($) | For Cause Termination ($) | Termination without Cause(2) ($) | Change in Control Termination(3) ($) | Death or Disability ($) | | John J. Christmann IV | Cash Benefits | — | — | 4,420,000 | 12,680,900 | — | | | Continued Health Insurance | — | — | 29,703 | 59,406 | — | | | Continued Life Insurance | — | — | — | 33,462 | — | | | Unvested & Accelerated Awards | 20,436,858 | — | 12,709,287 | 20,436,858 | 20,436,858 | | | Stock Options | 155,672 | — | 50,611 | 155,672 | 155,672 | | | Total | 20,592,530 | — | 17,209,601 | 33,366,298 | 20,592,530 | | Stephen J. Riney(4) | Cash Benefits | — | — | 2,655,000 | 7,378,755 | — | | | Continued Health Insurance | — | — | 10,249 | 20,499 | — | | | Continued Life Insurance | — | — | — | 19,880 | — | | | Unvested & Accelerated Awards(4) | 11,029,526 | — | 6,633,071 | 11,029,526 | 11,029,526 | | | Stock Options | 88,580 | — | 28,798 | 88,580 | 88,580 | | | Total | 11,118,106 | — | 9,327,118 | 18,537,240 | 11,118,106 | | Ben C. Rodgers | Cash Benefits | — | — | 1,543,576 | 4,051,813 | — | | | Continued Health Insurance | — | — | 29,703 | 59,406 | — | | | Continued Life Insurance | — | — | — | 7,016 | — | | | Unvested & Accelerated Awards | — | — | 1,981,792 | 3,203,204 | 3,203,204 | | | Stock Options | — | — | 7,999 | 24,605 | 24,605 | | | Total | — | — | 3,563,070 | 7,346,044 | 3,227,809 | | Tracey K. Henderson | Cash Benefits | — | — | 1,718,750 | 4,833,550 | — | | | Continued Health Insurance | — | — | 19,601 | 39,201 | — | | | Continued Life Insurance | — | — | — | 19,944 | — | | | Unvested & Accelerated Awards | — | — | 3,017,216 | 4,847,562 | 4,847,562 | | | Stock Options | — | — | 11,666 | 35,883 | 35,883 | | | Total | — | — | 4,767,233 | 9,776,140 | 4,883,445 | | Kimberly O. Warnica | Cash Benefits | — | — | 1,668,861 | 4,341,011 | — | | | Continued Health Insurance | — | — | 32,478 | 64,955 | — | | | Continued Life Insurance | — | — | — | 19,041 | — | | | Unvested & Accelerated Awards | — | — | 580,247 | 1,754,017 | 1,754,017 | | | Stock Options | — | — | 11,666 | 35,883 | 35,883 | | | Total | — | — | 2,293,252 | 6,214,907 | 1,789,900 | | D. Clay Bretches(5) | Cash Benefits | — | — | 1,468,125 | — | — | | | Continued Health Insurance | — | — | 19,601 | — | — | | | Continued Life Insurance | — | — | — | — | — | | | Unvested & Accelerated Awards | — | — | 2,473,268 | — | — | | | Stock Options | — | — | 6,245 | — | — | | | Total | — | — | 3,967,239 | — | — |

  96. Potential Payments upon Termination or Change in Control

    (1) The awards allow continued vesting beyond retirement after attaining age 55 and a specified combination of age and years of service. This provision also applies to performance awards for eligible participants, provided that such retirement occurs after the first three months of the performance period and not before. As of December 31, 2025, each NEO’s age and years of service would have resulted in continued vesting of such NEO’s outstanding awards beyond retirement, subject to compliance with conditions set forth in the plan and the awards, in the following percentages:

  97. Potential Payments upon Termination or Change in Control

    | | Christmann | Riney | Rodgers | Henderson | Warnica | Bretches | | Continued Vesting Beyond Retirement (%) | 100 | 100 | — | — | — | 50 |

  98. Potential Payments upon Termination or Change in Control

    (2) Reflects amounts in accordance with the Executive Termination Policy (ETP) as amended and restated on March 1, 2021. Under the ETP, each NEO would be entitled to receive the following benefits in connection with a termination of employment without cause: (i) two times base salary for the CEO and 1.75 times base salary for the other NEOs; (ii) a prorated target bonus; (iii) twelve months’ COBRA subsidy at active employee rates; (iv) three years’ service credit toward retiree medical, which would apply only to Ms. Henderson, given her age and years of service, but the service credit would not be of benefit to any of the other NEOs based on their age and/or years of service; (v) prorated vesting for RSUs and stock options and extension of exercise period to full life of original stock option award; and (vi) prorated vesting based on time in performance period for performance awards, provided the NEO has participated in the performance program for at least one year of the performance period (calculated at the end of the performance period and, if a payout is warranted, paid in cash according to the performance program’s vesting schedule). The value included in the table for accelerated vesting of RSUs assumes that target performance is achieved with respect to any RSUs that vest based on the achievement of performance measures. NEOs will not be entitled to any payments under the ETP if they are entitled to payments under the Income Continuance Plan (discussed below). A condition precedent to an NEO receiving the benefits under the ETP is the execution of a full and final release of all claims against the Company in a form approved by the Company. The Company has established the Income Continuance Plan (ICP) as amended and restated on March 1, 2021. The plan provides that all officers of the Company, including the NEOs, and all employees who have reached the age of 40, served the Company for more than ten years, or have been designated for participation based upon special skills or experience will receive the following payments and benefits if their employment is terminated in connection with or within two years following a “change in control” of the Company (as defined in the plan): (i) for executive officers only, a lump sum payment equal to 12 times the employee’s “monthly compensation;” (ii) payment of the monthly compensation on a monthly basis for 24 months following termination of employment; (iii) a prorated bonus; (iv) two years of employer contributions that would have been made to the Company’s qualified retirement plans on the employee’s behalf had such termination of employment not occurred; (v) continuation of medical, dental, vision, and employee assistance benefits for 24 months at no greater than active employee rates, grossed up for any amounts that are paid on an after-tax basis; and (vi) continued life insurance benefits for 24 months at no greater than active employee rates. For the purposes of the ICP, “monthly compensation” means one-twelfth of all cash compensation, including salary, incentive compensation, and bonuses, but excluding any cash paid pursuant to the Company’s long-term incentive programs, paid to the employee during the year immediately preceding the termination date; provided, that for purposes of determining monthly compensation, bonuses shall be valued at the greater of (A) the target bonus for the year in which the termination occurs or (B) the average bonus paid to the employee during the three years immediately preceding the termination date. In addition, under our equity compensation plans and award agreements, each NEO would receive full accelerated vesting of all equity awards, with vesting based on target performance being achieved with respect to any performance awards that have not been completed as of the termination date. (4) On February 18, 2015, Mr. Riney was granted 45,000 RSUs, which have since fully vested, and 60% of these shares will not be eligible for sale by Mr. Riney until such time as he retires or terminates employment with the Company. If Mr. Riney is terminated by the Company without cause and not by reason of becoming disabled or if he terminates employment for good reason, the above restriction will lapse. (5) Mr. Bretches was terminated without cause effective June 4, 2025. The amounts shown reflect payments or entitlements as described in footnote (2) above.

  99. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and Item 402(u) of Regulation S-K, the following is a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The annual total compensation of our median employee for 2025 was $237,527. As disclosed in the Summary Compensation Table, our CEO’s annual total compensation for 2025 was $13,202,517. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 56:1. We did not have any substantial changes in our workforce population that we believe would significantly impact our pay ratio calculation. Therefore, we utilized the same median employee that we identified in our 2024 pay ratio analysis. We identified the median employee using the employee population on November 30, 2023, that received taxable compensation (other than our CEO) for the calendar year 2023. We evaluated gross compensation, excluding equity, as a consistently applied compensation measure. We did not annualize the wages for new employees who were employed for less than the full fiscal year or make cost of living adjustments. This information is being provided for compliance purposes. Neither the MD&C Committee nor the executives of our Company use the pay ratio measure in making compensation decisions.

  100. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K (the PvP Rule), we provide the following disclosure regarding executive “compensation actually paid” (CAP), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below. This disclosure was prepared in accordance with the requirements of the PvP Rule and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the MD&C Committee evaluates compensation decisions in light of Company or individual performance. For example, the MD&C Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executives’ incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the MD&C Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference.

  101. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income(6) (in millions) ($) | Free Cash Flow(7) (in millions) ($) | | 2025 | 13,202,517 | 20,245,175 | 4,614,322 | 5,537,888 | 196.81 | 295.11 | 1,434 | 1,000 | | 2024 | 11,440,709 | 6,216,553 | 4,099,763 | 1,549,100 | 176.45 | 280.73 | 804 | 841 | | 2023 | 13,763,441 | 3,438,692 | 5,142,656 | 1,481,677 | 265.09 | 285.07 | 2,855 | 965 | | 2022 | 13,802,119 | 37,002,785 | 5,258,220 | 12,358,523 | 336.57 | 272.74 | 3,674 | 2,458 | | 2021 | 15,040,707 | 27,948,348 | 5,318,503 | 9,347,083 | 190.76 | 170.92 | 973 | 1,823 |

  102. Pay versus Performance

    The dollar amounts reported in these columns are the amounts of total compensation reported for the PEO and the average of the amounts reported for the Company’s non-PEO NEOs as a group, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table (SCT). John J. Christmann IV was the PEO for all years reported, and the Non-PEO NEOS were as follows:

  103. Pay versus Performance

    | Year | Non-PEO NEOs | | 2025 | Stephen J. Riney, Ben C. Rodgers, Tracey K. Henderson, Kimberly O. Warnica, and D. Clay Bretches | | 2024 | Stephen J. Riney, D. Clay Bretches, Tracey K. Henderson, Mark D. Maddox, P. Anthony Lannie, and David A. Pursell | | 2023 | Stephen J. Riney, David A. Pursell, D. Clay Bretches, and Tracey K. Henderson | | 2022–2021 | Stephen J. Riney, P. Anthony Lannie, David A. Pursell, and D. Clay Bretches |

  104. Pay versus Performance

    (2) The dollar amounts reported in these columns represent the amount of CAP to the PEO and the non-PEO NEOs as a group, respectively, as computed in accordance with the PvP Rule. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these individuals during the applicable year. In accordance with the requirements of the PvP Rule, the adjustments in the tables in the following footnotes below were made to the total compensation of the PEO and the average compensation paid to the non-PEO NEOs as a group, as reported in the SCT for the most recent year, and the addition (or subtraction, as applicable) of the amounts shown in the table for equity award adjustments, as required by the PvP Rule, to determine the CAP. Similar adjustments were made for prior years shown in the table above. No pension benefit adjustments were made, as the Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. The grant date fair value of equity awards represents the total (or average, as applicable) of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (3) Adjustments made to the total compensation of the PEO for the most recent year were as follows:

  105. Pay versus Performance

    | Calculation of CAP for PEO | | 2025 | | | Reported SCT total ($) | 13,202,517 | | – | Reported value of equity awards ($) | (7,916,432) | | + | Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 10,844,889 | | + | Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | 630,848 | | + | Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — | | + | Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 2,469,489 | | – | Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | — | | + | Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 1,013,864 | | = CAP* | | 20,245,175 |

  106. Pay versus Performance

    * Individual amounts above and the totals are rounded to the nearest dollar. Adjustments made to the average compensation of the non-PEO NEOs as a group for the most recent year were as follows:

  107. Pay versus Performance

    | Calculation of Average CAP for Non-PEO NEOs as a Group | | 2025 | | | Reported SCT total ($) | 4,614,322 | | – | Reported value of equity awards ($) | (2,323,564) | | + | Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 2,596,380 | | + | Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | 139,012 | | + | Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — | | + | Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 498,314 | | – | Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | (225,713) | | + | Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 239,137 | | = CAP* | | 5,537,888 |

  108. Pay versus Performance

    * Individual amounts above and the totals are rounded to the nearest dollar. (5) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Exploration & Production Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K. (6) The dollar amounts reported represent the amount of net income previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. (7) Free Cash Flow for purposes of this Pay versus Performance table is calculated by taking cash flows from operations before changes in operating assets and liabilities, including Sinopec’s noncontrolling interest, and subtracts upstream capital investment and distributions to Sinopec’s noncontrolling interest. This is a different formulation of Free Cash Flow as compared to what is used in the Company’s goal metrics, as described in the Compensation Discussion and Analysis section. The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with the PvP Rule) and the information presented in the Pay versus Performance table.

  109. Pay versus Performance

    | | |

  110. Director Compensation

    Director Compensation

  111. Summary of 2025 Director Compensation

    Summary of 2025 Director Compensation Under the terms of the Company’s Non-Employee Directors’ Compensation Plan, as amended and restated on July 13, 2017 (the Directors’ Compensation Plan), and the Company’s Non-Employee Directors’ Restricted Stock Units Program (the RSU Program), each non-employee director receives an annual retainer, generally paid one-third in cash and two-thirds in stock. The equity component of the annual Board retainer for the Company’s non-employee directors is not paid out until the non-employee director retires or otherwise leaves the Board.

  112. Summary of 2025 Director Compensation

    | Retainer | 1/3 Cash | 2/3 Equity | | | | Not Paid Until End of Board Service |

  113. Summary of 2025 Director Compensation

    The retirement plan for the Company’s non-employee directors limits participation to those members first elected to the Board on or before June 30, 2014.

  114. Annual Review of Director Compensation

    Annual Review of Director Compensation In our annual review of director compensation, the benchmarking analysis provided to the Board for 2025 indicated that our average director compensation was at the 50th percentile of the 2025 compensation peer group at that time. For information on the 2025 compensation peer group, see the Compensation Discussion and Analysis section above.

  115. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by the Company to non-employee directors for the 2025 fiscal year:

  116. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation ($) | Total ($) | | Annell R. Bay | 115,000 | 199,961 | — | — | — | 10,000(4) | 324,961 | | Matthew R. Bob | 105,000 | 199,961 | — | — | — | — | 304,961 | | Juliet S. Ellis | 120,000 | 199,961 | — | — | — | 10,000(4) | 329,961 | | Kenneth M. Fisher | 129,303 | 199,961 | — | — | — | 10,000(4) | 339,264 | | Charles W. Hooper | 115,000 | 199,961 | — | — | — | — | 314,961 | | Chansoo Joung | 115,385 | 199,961 | — | — | — | — | 315,346 | | H. Lamar McKay | 200,000 | 299,920 | — | — | — | — | 499,920 | | Peter A. Ragauss | 105,000 | 199,961 | — | — | — | 10,000(4) | 314,961 | | David L. Stover | 100,000 | 199,961 | — | — | — | — | 299,961 | | Anya Weaving | 105,000 | 199,961 | — | — | — | 10,000(4) | 314,961 |

  117. Director Compensation Table

    (1) Employee directors do not receive additional compensation for serving on the Board. John J. Christmann IV, the Company’s CEO, is not included in this table as he was an employee of the Company during 2025. The compensation he received as an employee of the Company is shown in the Summary Compensation Table. (2) Grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted during 2025 to each non-employee director based on the per share closing price of the Company’s common stock on the date of grant. None of the non-employee directors had unvested RSUs or restricted APA common stock at year-end 2025. (3) Earnings are not included in this column as they are not above-market or preferential earnings. These amounts reflect payments made to qualified non-profit organizations under the Company’s Workplace Giving Program to match donations made by the director. The administration of the Workplace Giving Program may result in reported amounts in excess of the annual matching limit, when a donation is made by a director in one fiscal year, but the Company matching donation is not processed until the next fiscal year. Additional information about the Workplace Giving Program is provided in the Compensation Discussion and Analysis section above.