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APA Insider Filing: 1,077 Deferred Shares Added to Director Holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Insider acquisition of 1,077 shares via deferred compensation; routine director transaction. Annell R. Bay, an APA Corp director, was credited with 1,077 phantom stock units that convert one-for-one into common shares under APA's Outside Directors' Deferral Program. The acquisition was recorded as an exempt transaction under Rule 16b-3(d) and dated 08/22/2025. After the transaction Ms. Bay beneficially owned 94,382 shares of APA common stock. The Form 4 was filed by a single reporting person and signed by an attorney-in-fact on 08/25/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine, non-cash director compensation increased direct holdings by 1,077 shares; no unusual trading.

The reported entry shows a director-level accrual under an outside directors' deferral program resulting in 1,077 phantom stock units that convert to common shares. The transaction code J and the Rule 16b-3(d) exemption indicate this was a deferred compensation distribution, not an open-market purchase or sale. The post-transaction direct beneficial ownership is 94,382 shares, providing context on the director's stake without indicating a change in control or large liquidity event.

TL;DR: Disclosure aligns with standard governance and Section 16 reporting; no governance red flags evident.

The Form 4 discloses an exempt issuance of shares tied to a director deferral program and is filed by one reporting person. The use of Rule 16b-3(d) exemption for deferred compensation is common for non-employee directors. The filing includes the required signature by an attorney-in-fact. There are no indications of related-party sales, loans, or amendments that would warrant further governance scrutiny based on the data provided.

Insider Bay Annell R
Role Director
Type Security Shares Price Value
Other Phantom Stock Units 1,077 $21.64 $23K
Holdings After Transaction: Phantom Stock Units — 94,382 shares (Direct)
Footnotes (1)
  1. One share of APA common stock for each phantom stock unit. Exempt acquisition pursuant to Rule 16b-3(d) - accrued under the deferred compensation provisions of APA's Outside Directors' Deferral Program.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Bay Annell R
(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)
08/22/2025
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) 08/22/2025 J 1,077 (2) (2) Common Stock 1,077 $21.64 94,382 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.
Remarks:
Kyle W. Funderburk, Attorney-in-Fact for Annell R. Bay 08/25/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did APA insider Annell R. Bay report on Form 4?

The Form 4 reports an exempt acquisition of 1,077 phantom stock units that convert one-for-one into common shares, dated 08/22/2025.

How many APA shares does Annell R. Bay beneficially own after the transaction?

After the reported transaction Annell R. Bay beneficially owns 94,382 shares of APA common stock.

Why was the transaction exempt under Rule 16b-3(d)?

The filing states the acquisition was exempt pursuant to Rule 16b-3(d) because the shares were accrued under APA's Outside Directors' Deferral Program as deferred compensation.

What does transaction code J indicate on this Form 4?

Transaction code J is used to report non‑cash distributions, consistent here with phantom stock units converting to common shares under a deferred compensation plan.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Kyle W. Funderburk, Attorney-in-Fact for Annell R. Bay and dated 08/25/2025.