Lamar McKay Reports 3,088 RSUs Vesting at APA (Form 4)

Rhea-AI Filing Summary

Lamar McKay, a director of APA Corp (APA), reported stock-based compensation transactions dated 09/30/2025 that increased his beneficial ownership. The filing shows 3,088 phantom stock units converted into one share each and 3,088 restricted stock units granted and vested, each representing one share of APA common stock. After these transactions, Mr. McKay beneficially owns 47,289 shares directly plus the newly vested 3,088 shares noted separately. The phantom units were exempt acquisitions under Rule 16b-3 and relate to APA's Outside Directors' Deferral Program; the restricted stock units were granted under APA's 2016 Omnibus Compensation Plan. The form was signed by an attorney-in-fact on 10/01/2025.

Positive

• Director received equity compensation via conversion of 3,088 phantom stock units into common shares, aligning interests with shareholders
• 3,088 restricted stock units granted and vested under the company's 2016 Omnibus Compensation Plan, showing established compensation governance

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received routine equity compensation totaling 6,176 units, mostly resulting in 3,088 newly vested shares; this appears non-material to company valuation.

The Form 4 documents standard director compensation events: 3,088 phantom stock units converted into common shares and 3,088 restricted stock units granted and vested on 09/30/2025. The phantom-unit conversion is marked as an exempt acquisition under Rule 16b-3, indicating a deferred-compensation plan for outside directors. The report shows total direct beneficial ownership of 47,289 shares after the phantom conversion; an additional 3,088 shares are reflected from vested RSUs. These transactions align with routine governance and compensation practices and do not, by themselves, indicate a change in company operations or financial condition.

Corporate Governance Expert

TL;DR: Disclosure reflects customary director equity compensation and use of standard exemption and omnibus plan; filings are timely and properly documented.

The Form 4 identifies Mr. McKay as a director and reports acquisitions tied to APA's Outside Directors' Deferral Program and the 2016 Omnibus Compensation Plan approved by shareholders. The use of Rule 16b-3 exemption for the phantom units is appropriate for director deferred compensation. The filing is executed via attorney-in-fact and contains explicit conversion and vesting details. From a governance perspective this is routine director compensation disclosure with no apparent governance red flags in the filing content provided.

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^*

McKay Lamar

(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		3,088		(2)	(2)	Common Stock	3,088	$0	47,289	D
Restricted Stock / Units	$0(3)	09/30/2025		A		3,088		09/30/2025(4)	(4)	Common Stock	3,088	$0	3,088	D
Restricted Stock / Units	$0(3)	09/30/2025		M			3,088	09/30/2025(5)	(5)	Common Stock	3,088	$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 Lamar McKay	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 Lamar McKay report on APA Form 4 (APA)?

He reported conversions and grants dated 09/30/2025: 3,088 phantom stock units converted into shares and 3,088 restricted stock units granted and vested.

How many APA shares does Lamar McKay beneficially own after the reported transactions?

The filing shows 47,289 shares reported as beneficially owned following the phantom unit conversion, plus the 3,088 shares from the vested restricted stock units as separately listed.

Were the phantom stock unit acquisitions in the Form 4 taxable or exempt?

The phantom stock unit acquisition is reported as exempt pursuant to Rule 16b-3(d) under the deferred compensation provisions of APA's Outside Directors' Deferral Program.

Under which plan were the restricted stock units granted to APA's non-employee directors?

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

Who signed the Form 4 for Lamar McKay and when?

The form was signed by attorney-in-fact Kyle W. Funderburk on 10/01/2025.