APA Corp (APA) EVP reports cash-settled RSUs and share sale

Rhea-AI Filing Summary

APA Corp Executive VP Exploration Tracey K. Henderson reported equity compensation changes and a share sale. On January 28, 2026, 37,366 restricted stock units were credited under the 2023 Performance Program of the 2016 Omnibus Compensation Plan, each economically equivalent to one share but payable in cash only. On the same date, 18,682 restricted stock units were converted into 18,682 shares of common stock at an exercise price of $0, and those 18,682 shares were then sold at $25.36 per share. After these transactions, Henderson directly held 46,992 shares of common stock and 69,126 restricted stock units.

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^*

Henderson Tracey K

(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)

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

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)		18,682	A	$0	65,674	D
Common Stock	01/28/2026		D(2)		18,682	D	$25.36	46,992	D

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		37,366		(4)	(4)	Common Stock	37,366	$0	87,808	D
Restricted Stock / Units(3)	$0(2)	01/28/2026		M			18,682	(1)	(1)	Common Stock	18,682	$0	69,126	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 Tracey K. Henderson	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did APA (APA) report for Tracey K. Henderson?

APA reported that Executive VP Exploration Tracey K. Henderson received 37,366 restricted stock units and sold 18,682 common shares. The activity reflects equity compensation vesting and a same-day sale of shares derived from restricted stock units.

How many APA restricted stock units did Tracey Henderson receive on January 28, 2026?

Tracey Henderson received 37,366 restricted stock units on January 28, 2026. These units were granted under APA’s 2023 Performance Program within the 2016 Omnibus Compensation Plan, with the final number determined based on the performance period ended December 31, 2025.

Are APA’s restricted stock units for Tracey Henderson settled in cash or shares?

The restricted stock units are settled in cash, not shares. Each unit is economically equivalent to one share of APA common stock but, under the plan terms, can only be settled in cash, with a tandem tax withholding right attached.

At what price did Tracey Henderson sell APA common stock on January 28, 2026?

Tracey Henderson sold 18,682 shares of APA common stock at $25.36 per share on January 28, 2026. These shares came from the conversion of an equal number of restricted stock units that were exercised at an effective price of $0 per share.

How many APA common shares does Tracey Henderson hold after the reported transactions?

After the transactions, Tracey Henderson directly holds 46,992 shares of APA common stock. In addition, she holds 69,126 restricted stock units that represent cash-settled awards economically tied to APA’s common stock value.

What APA compensation plan governs Tracey Henderson’s restricted stock units?

The restricted stock units are governed by APA’s 2016 Omnibus Compensation Plan. The specific award reported comes from the 2023 Performance Program, with a performance period ending December 31, 2025 and the final RSU count determined on January 28, 2026.