APA Corp (APA) VP logs cash-settled RSUs and stock sale

Rhea-AI Filing Summary

APA Corp officer Robert P. Rayphole, VP CAO & Controller, reported multiple equity-related transactions on 01/28/2026. He acquired 1,440 restricted stock units (RSUs) under the 2023 Performance Program, each economically equal to one share of common stock but settled in cash only.

On the same date, 720 RSUs were converted into 720 shares of common stock at an exercise price of $0, followed by the sale of 720 common shares at $25.36. After these transactions, he directly held 18,274 common shares and 15,288 RSUs, plus 1,534.602 common shares held indirectly by a trustee under an NQ plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rayphole Robert P.

(Last) (First) (Middle)

2000 W SAM HOUSTON PKWY S

SUITE 200

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APA Corp [ APA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP CAO & Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		M(1)		720	A	$0	18,994	D
Common Stock	01/28/2026		D(2)		720	D	$25.36	18,274	D
Common Stock								1,534.602	I	Held by Trustee NQ Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock / Units(3)	$0(2)	01/28/2026		A		1,440		(4)	(4)	Common Stock	1,440	$0	16,008	D
Restricted Stock / Units(3)	$0(2)	01/28/2026		M			720	(1)	(1)	Common Stock	720	$0(2)	15,288	D

Explanation of Responses:

1. RSU vesting under 2023 Performance Program under 2016 Omnibus Compensation Plan to be settled in cash only.

2. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and can only be settled in cash.

3. With tandem tax withholding right.

4. 2023 Performance Program under 2016 Omnibus Compensation Plan with performance period ended 12/31/2025. Final number of RSUs determined on 01/28/2026.

Remarks:

	Kyle W. Funderburk, Attorney-in-Fact for Robert P. Rayphole	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did APA (APA) report for Robert P. Rayphole?

APA reported that VP CAO & Controller Robert P. Rayphole received 1,440 restricted stock units and converted 720 units into 720 common shares, then sold those 720 shares. These transactions occurred on January 28, 2026 and were reported on a Form 4 filing.

How many APA shares did Robert P. Rayphole sell and at what price?

Robert P. Rayphole sold 720 shares of APA common stock at $25.36 per share. The sale followed the conversion of 720 restricted stock units into common shares at a $0 exercise price on January 28, 2026, as disclosed in the Form 4.

How many APA shares does Robert P. Rayphole own after this Form 4?

After the reported transactions, Robert P. Rayphole directly owns 18,274 shares of APA common stock. In addition, 1,534.602 APA shares are held indirectly by a trustee under a nonqualified (NQ) plan, as shown in the Form 4 filing’s holdings table.

What restricted stock unit activity did APA disclose for Robert P. Rayphole?

APA disclosed that Rayphole received 1,440 restricted stock units under the 2023 Performance Program and that 720 units were exercised in tandem with tax withholding rights. Following these transactions, he held 15,288 restricted stock units directly, all economically equivalent to APA common shares.

Are Robert P. Rayphole’s APA restricted stock units settled in cash or shares?

The restricted stock units are settled in cash only. Each RSU is the economic equivalent of one share of APA common stock, but the plan specifies that settlement occurs solely in cash, according to the Form 4 footnotes describing the 2023 Performance Program under the 2016 Omnibus Compensation Plan.

What is the APA 2023 Performance Program referenced in Rayphole’s Form 4?

The 2023 Performance Program is a component of APA’s 2016 Omnibus Compensation Plan. It features a performance period that ended on December 31, 2025, with the final number of restricted stock units for Robert P. Rayphole determined on January 28, 2026, as stated in the footnotes.