APA insider filing: 2,059 RSUs granted and phantom units converted

Rhea-AI Filing Summary

Charles W. Hooper, a director of APA Corp (APA), reported equity changes on 09/30/2025. The filing shows 2,059 phantom stock units recorded (reported with code M) that convert one-for-one into APA common shares under the company's Outside Directors' Deferral Program, and the report lists a resulting beneficial ownership of 26,217 shares following that reported transaction. The filing also shows 2,059 restricted stock units granted to non-employee directors under the 2016 Omnibus Compensation Plan and a separate entry for 2,059 restricted stock units marked with code M for vesting. All transactions are reported as either exempt acquisitions or routine grants/vesting; prices are reported as $0 per share in the filing.

Positive

• Director equity alignment: Conversion of 2,059 phantom stock units and RSU grants/vesting increase the reporting person's share ownership, aligning interests with shareholders.
• Routine, exempt transactions: Phantom unit acquisition reported as exempt under Rule 16b-3, indicating standard deferred-compensation processing rather than market purchases or sales.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director equity awards and deferred compensation converted into shares; routine director compensation, no new control signal.

The Form 4 documents standard director compensation activity: conversion of phantom units under a deferral program and grants/vesting of restricted stock units under the 2016 Omnibus Compensation Plan. The filing reports 2,059 phantom stock units and 2,059 restricted stock units on 09/30/2025, with a reported beneficial ownership figure of 26,217 shares following the phantom-unit transaction. These are typical non-derivative equity events for non-employee directors and carry governance alignment implications but do not indicate changes in board control or unusual insider selling.

Compensation Analyst

TL;DR: Equity-based director compensation executed as expected: deferred phantom units converted and RSUs granted/vested.

The entries reflect routine implementation of director pay programs: an exempt acquisition under Rule 16b-3 for accrued deferred compensation and RSU grants/vesting under the approved omnibus plan. The filing shows $0 price per share for these awards, consistent with conversion/grant mechanics rather than open-market purchases. The magnitude (2,059 units per listed entry) is material at the individual award level but appears consistent with scheduled director equity compensation rather than extraordinary one-off transactions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Hooper Charles W

(Last) (First) (Middle)

2000 W SAM HOUSTON PARKWAY 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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
Phantom Stock Units	$0(1)	09/30/2025		M		2,059		(2)	(2)	Common Stock	2,059	$0	26,217	D
Restricted Stock / Units	$0(3)	09/30/2025		A		2,059		09/30/2025(4)	(4)	Common Stock	2,059	$0	2,059	D
Restricted Stock / Units	$0(3)	09/30/2025		M			2,059	09/30/2025(5)	(5)	Common Stock	2,059	$0	0	D

Explanation of Responses:

1. One share of APA common stock for each phantom stock unit.

2. Exempt acquisition pursuant to Rule 16b-3(d) - accrued under the deferred compensation provisions of APA's Outside Directors' Deferral Program.

3. One share of APA common stock for each restricted stock unit.

4. Restricted stock units granted to each of APA's non-employee directors under the 2016 Omnibus Compensation Plan which plan was approved by shareholders in May 2016.

5. Vesting of restricted stock units granted to each of APA's non-employee directors under the 2016 Omnibus Compensation Plan.

Remarks:

	Kyle W. Funderburk, Attorney-in-Fact for Charles W. Hooper	10/01/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did APA director Charles W. Hooper report on Form 4 (APA)?

The filing reports on 09/30/2025 the conversion of 2,059 phantom stock units and entries for 2,059 restricted stock units granted and 2,059 restricted stock units marked for vesting; prices are shown as $0.

How many shares did the phantom stock units convert to for Charles W. Hooper?

The filing states one share of APA common stock per phantom stock unit, with 2,059 units reported and a post-transaction beneficial ownership of 26,217 shares shown for common stock.

Were the reported transactions exempt or market trades?

Yes. The phantom unit acquisition is described as an exempt acquisition pursuant to Rule 16b-3(d) under APA's Outside Directors' Deferral Program; the RSU entries are plan grants/vesting.

Under which plan were the restricted stock units granted?

The restricted stock units were granted under APA's 2016 Omnibus Compensation Plan, which shareholders approved in May 2016, per the filing.

What price was reported for these equity awards on Form 4?

The filing reports a price of $0 per share for the phantom stock conversion and restricted stock unit entries, consistent with award or conversion reporting.