APA (APA) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A54 rewritten58 added18 removed178 unchanged
All filing items1,231 rewritten685 added692 removed2,425 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 3 new, 4 reworded and 34 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 685 added, 692 removed, 1,231 rewritten and 2,425 unchanged across 15 items that differ.
New Item 1A headings (3)
- Public health events, workforce disruptions, or similar global or regional events have previously and may in the future adversely impact the Company’s business, financial condition, and results of operations.
- Frontier exploration and development projects, including those in new or re-entered jurisdictions, involve heightened operational, regulatory, and execution risks that could adversely affect the Company’s results of operations and financial condition.
- Changes to laws, regulations, guidance, and industry standards, or interpretations thereof, or higher than anticipated costs for asset retirement and decommissioning obligations could adversely affect the Company’s results of operations and cash flows.
Removed Item 1A headings (1)
- Global pandemics have previously, may continue to, and may in the future adversely impact the Company’s business, financial condition, and results of operations; the global economy; the demand for and prices of oil, natural gas, and NGLs; and the performance of the Company’s workforce.
Reworded Item 1A headings (4)
- The Company’s ability to sell crude oil, natural gas, or NGLs, receive market prices for these commodities,
[removed: and/or]meet volume commitments under transportation services[removed: agreements][added: agreements, and/or economically market third-party volumes] may be adversely affected by pipeline and gathering system capacity[removed: constraints,][added: changes,] the inability to procure and resell volumes economically,[removed: and]various transportation[removed: interruptions.][added: interruptions or expansions, and the financial distress or insolvency of midstream or transportation providers that could reduce available capacity or disrupt service.] - The Company’s commodity price [added: and other] risk management and trading
[removed: activities][added: activities, including interest rate and foreign exchange hedging, and contracts priced in foreign currencies] may prevent it from benefiting fully from price increases and [added: market movements and] may expose it to other risks. - The impacts of [added: climate change,] energy transition [added: policies, and ESG-related initiatives] could adversely affect the Company’s business, operating results, and financial condition.
- A
[removed: further]deterioration of conditions in Egypt or changes in the economic and political environment in Egypt could have an adverse impact on the Company’s business.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
54 rewritten, 58 added, 18 removed, 178 unchanged
For example, the NYMEX daily settlement price for the prompt month oil contract in [removed: 2024] [added: 2025] ranged from a high of [removed: $87.69] [added: $80.73] per barrel to a low of [removed: $66.73] [added: $55.44] per barrel, and the NYMEX daily settlement price for the prompt month natural gas contract in [removed: 2024] [added: 2025] ranged from a high of [removed: $13.20] [added: $9.86] per MMBtu to a low of [removed: $1.21] [added: $2.65] per MMBtu.
The market prices for crude oil, natural gas, and NGLs depend on factors beyond the Company’s [removed: control.][added: control, including:]
[removed: These factors include] [added: -] demand, which fluctuates with changes in market and economic [removed: conditions, and other factors, including:][added: conditions;]
- political conditions and events in oil and gas producing regions, including instabilities, changes in governments, or armed [removed: conflicts, such as the Russian war in Ukraine and the armed conflict in Israel and Gaza;][added: conflicts;]
Low prices have previously adversely affected and could from time to time in the future adversely affect the Company’s revenues, operating income, cash flow, and proved reserves, and a prolonged period of low prices could have a material adverse impact on the Company’s results of operations and cash flows and limit its ability to fund capital [removed: expenditures.][added: expenditures and return capital to its shareholders.]
The Company’s ability to sell crude oil, natural gas, or NGLs, receive market prices for these commodities, [removed: and/or] meet volume commitments under transportation services [removed: agreements] [added: agreements, and/or economically market third-party volumes] may be adversely affected by pipeline and gathering system capacity [removed: constraints,] [added: changes,] the inability to procure and resell volumes economically, [removed: and] various transportation [removed: interruptions.][added: interruptions or expansions, and the financial distress or insolvency of midstream or transportation providers that could reduce available capacity or disrupt service.]
A portion of the Company’s crude oil, natural gas, and NGL production in any region may be, and previously have been, interrupted, limited, or shut in from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline or gathering system access, field labor issues or strikes, cyberattacks or terrorist events, or capital [removed: constraints] [added: constraints, financial distress, or insolvency of third-party providers] that limit the ability of [added: such] third parties to construct gathering systems, processing facilities, or interstate pipelines to transport the Company’s production.
The Company’s commodity price [added: and other] risk management and trading [removed: activities] [added: activities, including interest rate and foreign exchange hedging, and contracts priced in foreign currencies] may prevent it from benefiting fully from price increases and [added: market movements and] may expose it to other risks.
[removed: Global pandemics] [added: Public health events, workforce disruptions, or similar global or regional events] have [removed: previously, may continue to,] [added: previously] and may in the future adversely impact the Company’s business, financial condition, and results of [removed: operations; the global economy; the demand for and prices of oil, natural gas, and NGLs; and the performance of the Company’s workforce.][added: operations.]
[removed: Global pandemics and the actions taken by third parties, including, but not limited to, governmental authorities, businesses, and consumers, in response to such pandemics,] [added: Public health events,] including [removed: the COVID-19 pandemic,] [added: related workforce availability constraints, travel restrictions, supply chain disruptions, or government-mandated operational limitations,] have previously adversely impacted and may from time to time in the future adversely impact the global economy, [removed: resulting in] [added: cause] significant volatility in [removed: the global] financial markets, and [added: reduce] the demand for, and the prices of, oil, natural gas, and NGLs, which may materially adversely affect the Company’s business, financial condition, cash flows, and results of operations.
RISKS RELATED TO [removed: OPERATIONS] [added: OPERATIONS, SAFETY,] AND [added: EXPLORATION AND] DEVELOPMENT PROJECTS
The Company’s operations are subject to hazards and risks inherent in the drilling, production, and transportation of crude oil, natural gas, and NGLs, including well blowouts, explosions, fires, cratering, pipeline or other facility ruptures and [removed: spills, adverse weather conditions, including those impacting the Company’s offshore operating areas, surface spillage and ground water contamination, and failure or loss of equipment.]
Demand for oil and natural gas [removed: are,] [added: is,] to a significant degree, dependent on weather and climate, which impact the price the Company receives for the commodities it produces.
The Company [removed: expends significant] [added: may be required to expend further] resources to protect its digital systems and [removed: data, whether such] data [removed: is housed internally or externally by third parties, against cyberattacks and may be required to expend further resources] as cyber threat actors become more sophisticated and as regulations related to cyberattacks become more complex.
These projects may be delayed by [removed: project] approvals from joint venture partners, timely issuances of permits and licenses by governmental agencies, weather conditions, [removed: manufacturing] [added: cost inflation, availability, manufacturing,] and delivery schedules of critical vessels and equipment, [added: customs] and [added: logistics, cash-call timing or funding shortfalls, and] other unforeseen events.
RISKS RELATED TO [removed: RESERVES] [added: RESERVES, ESTIMATES,] AND [removed: LEASEHOLD ACREAGE][added: LEASEHOLDS]
The Company’s reserves estimates are based on 12-month average prices, except where contractual arrangements exist, [removed: causing reserves quantities to change when actual prices increase or decrease.][added: consistent with applicable SEC pricing and reporting rules.]
[added: In addition, realization or recognition of] proved undeveloped reserves will depend on the Company’s development schedule and plans.
A [removed: sizeable] [added: sizable] portion of the Company’s acreage is currently undeveloped.
RISKS RELATED TO [removed: COUNTERPARTIES][added: COUNTERPARTIES AND JOINT VENTURES]
The agreements relating to the Company’s divestment of domestic and international assets generally contain provisions pursuant to which liabilities related to past and future operations (one of the most significant of which is the decommissioning [removed: of wells and facilities) are allocated between the parties by means of liability assumptions, indemnities, escrows, trusts, surety bonds, letters of credit, and similar arrangements.]
For additional information regarding Apache’s prior Gulf of America properties and the bankruptcy of the purchaser of those properties, see the information set forth under “Potential Decommissioning Obligations on Sold Properties” in [Note [removed: 11—Commitments] [added: 10—Commitments] and [removed: Contingencies](#i032fb13cb6e849d4a790802e7b3e230a_208)] [added: Contingencies](#i319e01867c234b6dba50b6341da03744_205)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K.
The Company conducts many of its exploration and production (E&P) operations through joint operating agreements or joint ventures with other [removed: parties.][added: parties, including state-owned or government-controlled entities.]
[removed: The other parties to these arrangements may have economic, business, or legal interests or goals that are inconsistent with the Company’s, and, therefore,] [added: Therefore,] decisions may be made that the Company does not believe are in its best interest.
RISKS RELATED TO CAPITAL [removed: MARKETS][added: MARKETS, LIQUIDITY, AND TAX MATTERS]
The Company’s future access to capital, as well as that of its partners and contractors, could be limited if the debt or equity markets are [removed: constrained.][added: constrained or if financial institutions, investors, or insurers limit exposure to oil and gas companies or modify underwriting standards in response to climate-related or other policy developments.]
[removed: Any downward revision in the] amount of dividends the Company pays to shareholders, or reduction in the pace of share repurchases, could have an adverse effect on the market price of the Company’s common stock.
As described in [Note [removed: 10—Income Taxes](#i032fb13cb6e849d4a790802e7b3e230a_205)] [added: 9—Income Taxes](#i319e01867c234b6dba50b6341da03744_202)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K, the Company has substantial net operating loss carryforwards (NOLs) and other tax attributes available to potentially offset future taxable income.
As described in [Note [removed: 10—Income Taxes](#i032fb13cb6e849d4a790802e7b3e230a_205)] [added: 9—Income Taxes](#i319e01867c234b6dba50b6341da03744_202)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K, the Company assesses the realizability of its deferred tax assets based on its ability to generate sufficient future taxable income.
RISKS RELATED TO GOVERNMENTAL REGULATION AND POLITICAL [removed: RISKS][added: MATTERS]
[added: The Company’s efforts to limit its] exposure to such liability and cost may prove inadequate and result in significant adverse effects to the Company’s results of operations and cash flows.
[removed: If adopted, such] [added: Such] regulations [removed: could] [added: may] impose more stringent permitting, reporting, and well construction requirements or otherwise seek to ban fracturing activities.
For example, the U.K. enacted the Energy Profits Levy (EPL), which [removed: assesses] [added: (prior to recent law changes) assessed] an additional levy of 35 percent, effective for the period of January 1, 2023, through March 31, 2028, on the profits of oil and gas companies operating in the U.K. and the U.K. Continental Shelf.
Further changes to the EPL regime were [removed: announced in 2024, with enactment expected] [added: enacted] in 2025.
Such changes, effective for the period of November 1, 2024, through March 31, 2030, [removed: would increase] [added: increased] the levy to 38 percent, [removed: remove] [added: removed] certain allowances, and [removed: extend] [added: extended] the EPL period.
RISKS RELATED TO CLIMATE [removed: CHANGE][added: CHANGE, ENERGY TRANSITION, AND ESG MATTERS]
The impacts of [added: climate change,] energy transition [added: policies, and ESG-related initiatives] could adversely affect the Company’s business, operating results, and financial condition.
[removed: In recent years, increasing attention has been] [added: Attention continues to be] given to corporate activities related to climate change and energy transition.
This focus, together with shifting preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured [removed: with,] [added: with] or powered [removed: by,] [added: by] hydrocarbons, [removed: may result] [added: have resulted] in increased availability of, and demand for, energy sources other than oil and natural gas, including wind, solar, and hydroelectric power, and the [added: development of, and increased demand from consumers and industries for, lower-emission products and services, including electric vehicles and renewable residential and commercial power supplies, as well as more energy-efficient products and services.]
[removed: These] [added: Further] developments could adversely impact the demand for products powered by or manufactured with hydrocarbons and the demand for, and in turn the prices the Company receives for, its crude oil, natural gas, and NGL products, which could materially and adversely affect the Company’s business and financial performance.
RISKS RELATED TO COMMODITY PRICES, DEMAND, AND PRODUCTION
- the timing, scope, implementation, and potential judicial review of energy transition and climate-related policies and regulations (such as methane fees, emissions reporting requirements, carbon pricing mechanisms, and other climate-related measures);
As additional gas pipeline takeaway capacity in the Permian Basin comes online, the spread between Permian and Gulf Coast gas prices may compress, which would reduce the Company’s gain on third-party oil and gas purchases and sales.
Similarly, to the extent the Company enters into derivative contracts to manage exposure to interest rate or foreign exchange risk or enters into contracts priced in a foreign currency, it may be limited in its ability to benefit from favorable movements in interest rates or currency exchange rates or may incur additional expense converting to a foreign currency to fund contractual obligations.
In addition, because the Company does not apply hedge accounting to its derivative instruments, changes in the fair value of derivatives are recognized in current-period earnings, which may introduce earnings volatility even when the underlying exposure is intended to be economically hedged.
spills, adverse weather conditions, including those impacting the Company’s offshore operating areas, surface spillage and ground water contamination, and failure or loss of equipment.
Management has previously determined, and may in the future determine, that wells or development projects have failed to meet expected economic thresholds because of drilling results, cost inflation, commodity price volatility, revised development plans, demand for oil, natural gas, and NGLs, or other information, and in such cases, the Company may elect not to pursue or complete those activities.
Frontier exploration and development projects, including those in new or re-entered jurisdictions, involve heightened operational, regulatory, and execution risks that could adversely affect the Company’s results of operations and financial condition.
The Company’s exploration and development portfolio includes higher‑risk frontier opportunities, including in Alaska and offshore Suriname and Uruguay, which may involve extended timelines, complex permitting and stakeholder processes, logistical constraints, and heightened regulatory scrutiny.
Operations in new countries or areas where the Company has limited recent operating history may also require the establishment or reestablishment of local relationships, workforce and supply chains, regulatory familiarity, and infrastructure, and may expose the Company to unfamiliar legal frameworks, fiscal regimes, community engagement expectations, and political dynamics.
Delays or adverse outcomes in permitting, litigation (including parties seeking legal or equitable relief to prevent or otherwise limit exploration activities, such as for the acquisition of seismic data or for drilling operations), appraisal drilling, or commercial development decisions could result in the deferral, impairment, or partial or complete loss of anticipated value of exploration, development, and production assets and the recognition of additional exploration expense.
In addition, unanticipated technical, geological, operational, or regulatory challenges in such jurisdictions could increase capital requirements, extend project timelines, or adversely affect the commercial viability of these projects.
These risks may be amplified in jurisdictions where regulatory regimes are evolving or where litigation or public opposition to offshore exploration activities has increased.
See [I](#i319e01867c234b6dba50b6341da03744_28)[tem 1C](#i319e01867c234b6dba50b6341da03744_28)[—](#i319e01867c234b6dba50b6341da03744_28)[Cy](#i319e01867c234b6dba50b6341da03744_28)[bers](#i319e01867c234b6dba50b6341da03744_28)[ecurity](#i319e01867c234b6dba50b6341da03744_28) for additional information regarding the Company’s cybersecurity risk management and governance.
Therefore, changes in future commodity prices or in development plans can materially impact reported reserves.
of wells and facilities) are allocated between the parties by means of liability assumptions, indemnities, escrows, trusts, surety bonds, letters of credit, and similar arrangements.
The other parties to these arrangements may have economic, business, or legal interests or goals that are inconsistent with the Company’s, including priorities set by governmental or state-owned counterparties, or that are influenced by governmental policy, fiscal priorities, or broader economic or social conditions, which may affect decision making, capital allocation, payment timing, or operational approvals.
Any downward revision in the
Governmental entities have previously taken actions to regulate hydraulic fracturing, and future regulatory approaches may vary significantly across jurisdictions and over time.
During 2024, the Company performed an economic assessment of its North Sea assets in light of the significant tax levies, along with several new regulatory guidelines and obligations surrounding modernization of aging infrastructure, and determined that expected returns did not economically support making investments required under the combined impact of the regulations and now expects to cease production at its facilities in the North Sea prior to 2030.
Changes to laws, regulations, guidance, and industry standards, or interpretations thereof, or higher than anticipated costs for asset retirement and decommissioning obligations could adversely affect the Company’s results of operations and cash flows.
The Company is subject to extensive requirements governing the plugging, abandonment, and decommissioning of wells, facilities, sites, and related infrastructure.
The cost, timing, and other aspects of these activities are uncertain and may be materially affected by changes in laws, regulations, guidance, or industry standards and by changes in the Company’s understanding and implementation of the decommissioning tasks and activities required, including the complexity thereof.
There is an increased focus on decommissioning requirements, financial assurance, and environmental remediation in countries where the Company operates.
New or revised rules, guidance, interpretations, or contractual frameworks, or the administration thereof, could expand the scope of required activities, alter timelines, or increase financial guarantees or other forms of financial security obligations, resulting in higher costs and greater cash flow demands.
For the Company’s decommissioning obligations in the North Sea, the regulatory framework and the standards applicable to removal and seabed clearance may continue to evolve.
For example, on September 5, 2025, the Offshore Petroleum Regulator for Environment and Decommissioning (OPRED) opened a consultation on draft supplementary guidance on the methodology for considering derogations for removal of certain subsea structures under OSPAR Decision 98/3.
The consultation materials emphasize a policy objective of achieving a “clear seabed,” a presumption in favor of removal, and an expectation of a reduction in derogations, with a revised methodology that evaluates full removal against certain criteria before a derogation proposal may proceed.
While the consultation period ended on November 14, 2025, and the proposal has not been finalized, if ultimately adopted and implemented, such changes, together with any related changes in regulatory expectations or enforcement, could require more extensive removal, seabed clearance, monitoring, or documentation than the Company currently anticipates, materially increase the Company’s estimated decommissioning obligations and costs in the North Sea, and adversely affect the Company’s cash flows and results of operations.
Additionally, inflation, supply constraints, and limited contractor and vessel availability have raised decommissioning costs in recent periods.
If decommissioning spending materially exceeds current estimates or the Company’s joint venture partners, current owners of the Company’s previous assets, or other third parties (including governments) responsible for funding or reimbursing decommissioning costs fail to meet their obligations, the Company’s cash flows, capital resources, and liquidity could be adversely affected.
Further, compliance with reporting and environmental regulations governing the withdrawal, storage, use, and discharge of water and restrictions related to disposal
On a barrel equivalent basis, approximately 38 percent of the Company’s 2025 production was outside the U.S., and approximately 26 percent of the Company’s estimated proved oil and gas reserves as of December 31, 2025, were located outside the U.S. As a result, a significant portion of the Company’s production and resources are subject to the increased political and economic risks and other factors associated with international operations, including, but not limited to:
- strikes and civil unrest;
- war, acts of terrorism, expropriation and resource nationalization;
- forced renegotiation or modification of existing contracts, including through prospective or retroactive changes in laws and regulations;
- litigation, including as initiated by or otherwise involving non-governmental organizations;
- dependence on host-country approvals;
- local content requirements;
- vessel and equipment availability;
RISKS RELATED TO PRICING, DEMAND, AND PRODUCTION FOR CRUDE OIL, NATURAL GAS, AND NGLs
Management has previously determined, and may in the future determine, that future drilling or development activities will not, or are unlikely to, occur for a well or reservoir, based on drilling results, current or future estimated commodity prices or demand for oil, natural gas, and NGLs, or other information.
Additionally, the Company’s operations rely on its workforce having access to its wells, platforms, structures, offices, and facilities.
If a significant portion of the Company’s workforce cannot effectively perform their responsibilities, whether resulting from a lack of physical or virtual access, quarantines, illnesses, governmental actions or restrictions (including vaccine mandates and the reactions thereto), or other restrictions or adverse impacts resulting from a pandemic, the Company’s business, financial condition, cash flows, and results of operations may be materially adversely affected.
In addition, realization or recognition of
During 2024, Standard and Poor’s upgraded the Company’s rating to BBB-/Stable, Moody’s affirmed the Company’s rating at Baa3/Stable, and Fitch affirmed the Company’s rating at BBB-/Stable.
RISKS RELATED TO FINANCIAL RESULTS
The Company’s efforts to limit its
Governmental entities have previously taken actions to regulate, and several proposals are before the U.S. Congress that, if implemented, would further regulate, hydraulic fracturing.
development of, and increased demand from consumers and industries for, lower-emission products and services, including electric vehicles and renewable residential and commercial power supplies, as well as more energy-efficient products and services.
Moreover, in January 2024, the EPA announced a proposed rule to assess a charge on certain methane emissions in the oil and gas industry.
The Company is currently evaluating the proposed rule and its applicability to the Company and is monitoring ongoing litigation related to the proposed rule.
could increase significantly if reusing and recycling water becomes impractical.
On a barrel equivalent basis, approximately 38 percent of the Company’s 2024 production was outside the U.S., and approximately 28 percent of the Company’s estimated proved oil and gas reserves as of December 31, 2024, were located outside the U.S. As a result, a significant portion of the Company’s production and resources are subject to the increased political and economic risks and other factors associated with international operations, including, but not limited to strikes and civil unrest; war, acts of terrorism, expropriation and resource nationalization, forced renegotiation or modification of existing contracts, including through prospective or retroactive changes in the laws and regulations applicable to such contracts; import and export regulations; taxation policies and investment restrictions; price controls; exchange controls, currency fluctuations, devaluations, or other activities that limit or disrupt markets and restrict payments or the movement of funds; constrained oil or natural gas markets dependent on demand in a single or limited geographical area; laws and policies of the U.S. affecting foreign trade, including trade sanctions and tariffs; the possibility of being subject to exclusive jurisdiction of foreign courts in connection with legal disputes relating to licenses to operate and concession rights in countries where the Company currently operates; the possible inability to subject foreign persons, especially foreign oil ministries and national oil companies, to the jurisdiction of courts in the U.S.; and difficulties in enforcing the Company’s rights against a governmental agency because of the doctrine of sovereign immunity and foreign sovereignty over international operations.
As described under “Revenue Recognition—Payment Terms and Contract Balances” in [Note](#i032fb13cb6e849d4a790802e7b3e230a_175) [1](#i032fb13cb6e849d4a790802e7b3e230a_175)[—](#i032fb13cb6e849d4a790802e7b3e230a_175)[Summary of Significant Accounting Policies](#i032fb13cb6e849d4a790802e7b3e230a_175) in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K, the Company’s receivable balance from EGPC in the past year has gradually increased as payments for the Company’s Egyptian oil and gas sales have been delayed for periods longer than historically experienced.
A continuation or worsening of the currency shortage in Egypt or further deterioration of economic conditions there could lead to additional payment delays, deferrals of payment, or non-payment in the future.
The Company’s operations in Egypt, excluding the impacts of a one-third noncontrolling interest, contributed 22 percent of the Company’s 2024 production and accounted for 12 percent of the Company’s year-end estimated proved reserves and 21
percent of the Company’s estimated discounted future net cash flows.
An excerpt. Shown here: 40 of 54 rewritten, 40 of 58 added and all 18 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
237 rewritten, 105 added, 158 removed, 333 unchanged
This section of this Annual Report on Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K are incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of APA Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] (filed with the SEC on February [removed: 22, 2024).][added: 28, 2025).]
Uncertainties in the global supply chain and financial [removed: markets, including the impact of ongoing international conflicts, inflation, trade disputes, and actions taken by foreign oil and gas producing nations, including OPEC+,] [added: markets] impact oil supply and demand and contribute to commodity price volatility.
APA’s diversified asset portfolio and operational flexibility provide the Company the ability to timely respond to [removed: near-term] price volatility and effectively manage its investment [removed: programs accordingly.][added: programs.]
[removed: The] [added: Additionally, the] Company remains committed to its capital return framework for equity holders to participate more directly and materially in cash returns.
- The Company [removed: pays] [added: paid] a quarterly dividend of $0.25 per share on its common [removed: stock.][added: stock during 2025.]
*•*Beginning in the fourth quarter of 2021 and through the end of [removed: 2024,] [added: 2025,] the Company has repurchased [removed: 85.3] [added: 98.2] million shares of the Company’s common stock.
During [removed: 2024,] [added: 2025,] the Company reported net income attributable to common stock of [removed: $804 million,] [added: $1.4 billion,] or [removed: $2.27] [added: $3.99] per diluted share, compared to net income of [removed: $2.9 billion,] [added: $804 million,] or [removed: $9.25] [added: $2.27] per diluted share, in [removed: 2023.][added: 2024.]
[removed: Net income] [added: The increase] in [removed: 2024] [added: net income during 2025] was primarily [removed: impacted by impairments] [added: the result] of [added: by] $1.1 [removed: billion,] [added: billion of impairments recorded in 2024,] which included oil and gas property impairments of $796 million in the North Sea and $315 million in the [removed: U.S., and] [added: U.S. The Company also recorded] lower [removed: realized crude oil and natural gas prices during the year] [added: operating expenses in 2025] compared to [removed: 2023.][added: the prior-year period, the result of focused cost-reduction efforts undertaken in 2025.]
The Company generated [removed: $3.6] [added: $4.5] billion of cash from operating activities in [removed: 2024,] [added: 2025,] which was [removed: $491] [added: $925] million or [removed: 16] [added: 26] percent higher than [removed: 2023.][added: 2024.]
The Company repurchased [removed: 9.2] [added: 12.9] million shares of its common stock for [removed: $246] [added: $280] million and paid [removed: $353] [added: $360] million in dividends to APA common stockholders during [removed: 2024.][added: 2025.]
*•*Daily boe production from the Company’s U.S. assets, which increased [removed: 30] [added: 2] percent from [removed: 2023,] [added: 2024,] accounted for 62 percent of the Company’s worldwide production during [removed: 2024.][added: 2025.]
The Company averaged [removed: nine] [added: approximately seven] drilling rigs in the U.S. during the year, including [removed: five] [added: four] rigs in the [removed: Southern] Midland Basin and [removed: four] [added: three] rigs in the Delaware Basin, and drilled and brought online [removed: 159] [added: 154] operated wells in [removed: 2024.][added: 2025.]
[removed: The] [added: - In Egypt, the] Company averaged [removed: 14] [added: 12] drilling rigs and drilled [removed: 62] [added: 71] new productive wells during [removed: 2024.][added: 2025.]
During the same period, the Company averaged [removed: 20] [added: 19] workover rigs as it continues to align its drilling and workover activity with a goal of driving improved capital efficiency.
The [removed: 2024] [added: 2025] gross and net production from the Company’s Egypt assets decreased [removed: 6] [added: 2] percent and [removed: 4] [added: 6] percent, respectively, from [removed: 2023.][added: 2024.]
- During the fourth quarter of 2024, the Company entered into a new gas sales agreement [removed: which could result in improved pricing if certain production thresholds are met.][added: with the Government of Egypt.]
The acquired assets [removed: include] [added: included] approximately 120,000 net acres in the Delaware Basin and 25,000 net acres in the Midland Basin.
- *Sales of Kinetik Shares* During [removed: 2022 and] 2023, the Company sold a portion of its Kinetik [removed: Shares] [added: Holdings Inc. (Kinetik) Class A Common Stock (Kinetik Shares)] for cash proceeds of [removed: $224 million and] $228 [removed: million, respectively.][added: million.]
During the first quarter of 2024, the Company sold its remaining [removed: shares of] Kinetik [removed: Class A Common Stock] [added: Shares] for cash proceeds of $428 million.
On April 3, 2024, the Company’s designated director resigned from the Kinetik [removed: Holdings, Inc. (Kinetik)] board of directors.
For detailed information regarding APA’s acquisitions and divestitures, refer to [Note 2—Acquisitions and [removed: Divestitures](#i032fb13cb6e849d4a790802e7b3e230a_181)] [added: Divestitures](#i319e01867c234b6dba50b6341da03744_178)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K.
| | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |
| United States | | | | | | $ | [removed: 3,572] [added: 3,010] | | | | | [removed: 51] [added: 52] | | % | | | | $ | [removed: 2,241] [added: 3,572] | | | | | [removed: 37] [added: 51] | | % | | | | $ | [removed: 2,458] [added: 2,241] | | | | | [removed: 36] [added: 37] | | % |
| Egypt(1) | | | | | | [removed: 2,620] [added: 2,177] | | | | | | [removed: 38] [added: 37] | | % | | | | [removed: 2,683] [added: 2,620] | | | | | | [removed: 45] [added: 38] | | % | | | | [removed: 3,145] [added: 2,683] | | | | | | [removed: 46] [added: 45] | | % |
| North Sea | | | | | | [removed: 774] [added: 622] | | | | | | 11 | | % | | | | [removed: 1,073] [added: 774] | | | | | | [removed: 18] [added: 11] | | % | | | | [removed: 1,232] [added: 1,073] | | | | | | 18 | | % |
| Total(1) | | | | | | $ | [removed: 6,966] [added: 5,809] | | | | | 100 | | % | | | | $ | [removed: 5,997] [added: 6,966] | | | | | 100 | | % | | | | $ | [removed: 6,835] [added: 5,997] | | | | | 100 | | % |
| United States | | | | | | $ | [removed: 126] [added: 193] | | | | | [removed: 22] [added: 25] | | % | | | | $ | [removed: 297] [added: 126] | | | | | [removed: 34] [added: 22] | | % | | | | $ | [removed: 918] [added: 297] | | | | | [removed: 59] [added: 34] | | % |
| Egypt(1) | | | | | | [removed: 313] [added: 460] | | | | | | [removed: 53] [added: 60] | | % | | | | [removed: 346] [added: 313] | | | | | | [removed: 39] [added: 53] | | % | | | | [removed: 370] [added: 346] | | | | | | [removed: 23] [added: 39] | | % |
| North Sea | | | | | | [removed: 145] [added: 117] | | | | | | [removed: 25] [added: 15] | | % | | | | [removed: 237] [added: 145] | | | | | | [removed: 27] [added: 25] | | % | | | | [removed: 281] [added: 237] | | | | | | [removed: 18] [added: 27] | | % |
| Total(1) | | | | | | $ | [removed: 584] [added: 770] | | | | | 100 | | % | | | | $ | [removed: 880] [added: 584] | | | | | 100 | | % | | | | $ | [removed: 1,569] [added: 880] | | | | | 100 | | % |
| United States | | | | | | $ | [removed: 617] [added: 616] | | | | | [removed: 96] [added: 95] | | % | | | | $ | [removed: 480] [added: 617] | | | | | [removed: 94] [added: 96] | | % | | | | $ | [removed: 765] [added: 480] | | | | | 94 | | % |
| North Sea | | | | | | [removed: 29] [added: 34] | | | | | | [removed: 4] [added: 5] | | % | | | | [removed: 28] [added: 29] | | | | | | [removed: 6] [added: 4] | | % | | | | [removed: 45] [added: 28] | | | | | | [removed: 5] [added: 6] | | % |
| Total(1) | | | | | | $ | [removed: 646] [added: 650] | | | | | 100 | | % | | | | $ | [removed: 508] [added: 646] | | | | | 100 | | % | | | | $ | [removed: 816] [added: 508] | | | | | 100 | | % |
| United States | | | | | | $ | [removed: 4,315] [added: 3,819] | | | | | 53 | | % | | | | $ | [removed: 3,018] [added: 4,315] | | | | | [removed: 41] [added: 53] | | % | | | | $ | [removed: 4,141] [added: 3,018] | | | | | [removed: 45] [added: 41] | | % |
| Egypt(1) | | | | | | [removed: 2,933] [added: 2,637] | | | | | | 36 | | % | | | | [removed: 3,029] [added: 2,933] | | | | | | [removed: 41] [added: 36] | | % | | | | [removed: 3,521] [added: 3,029] | | | | | | [removed: 38] [added: 41] | | % |
| North Sea | | | | | | [removed: 948] [added: 773] | | | | | | 11 | | % | | | | [removed: 1,338] [added: 948] | | | | | | [removed: 18] [added: 11] | | % | | | | [removed: 1,558] [added: 1,338] | | | | | | [removed: 17] [added: 18] | | % |
| Total(1) | | | | | | $ | [removed: 8,196] [added: 7,229] | | | | | 100 | | % | | | | $ | [removed: 7,385] [added: 8,196] | | | | | 100 | | % | | | | $ | [removed: 9,220] [added: 7,385] | | | | | 100 | | % |
| | | | | | | [removed: 2024] [added: 2025] | | | | | | Increase (Decrease) | | | | | | [removed: 2023] [added: 2024] | | | | | | Increase (Decrease) | | | | | | [removed: 2022] [added: 2023] | | |
| United [removed: States] [added: States(5)] | | | | | | [removed: 128,531] [added: 125,526] | | | | | | [removed: 63%] [added: (2)%] | | | | | | [removed: 78,889] [added: 128,531] | | | | | | [removed: 12%] [added: 63%] | | | | | | [removed: 70,398] [added: 78,889] | | |
These uncertainties include the impacts of ongoing international conflicts, inflation, current and potential tariffs or other trade barriers, global trade policies and disputes, and actions taken by foreign oil and gas producing nations, including OPEC+.
Despite these uncertainties, the Company is focused on its longer-term objectives: (1) to remain committed to providing affordable, reliable, and responsibly produced energy; (2) to deliver top operational performance across safety, environmental responsibility, execution, and risk management measures; (3) to maintain financial discipline by managing costs, protecting the balance sheet to underpin the generation of cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its shareholders; and (4) to build and grow a diverse and balanced high-quality portfolio with scale through acquisitions, exploration, and organic opportunities.
With increasing uncertainty around commodity prices during the first quarter of 2025, the Company announced a significant cost reduction initiative to drive sustainable cost savings for the long-term.
This included reducing the Company’s overhead costs, addressing the capital cost structure for its drilling, completions, and facility investments, and improving efficiencies of day-to-day field operating practices.
The Company achieved $350 million in annualized savings across G&A, LOE, and capital as of year-end 2025.
The Company expects $450 million of annualized savings by the end of 2026.
As of December 31, 2025, the Company had remaining authorization to repurchase up to 21.9 million shares under the Company’s share repurchase program.
APA’s higher operating cash flows for 2025 were primarily driven by the collection of outstanding receivables, lower overall expenses, and timing of other working capital items.
The Company ended the year with approximately $4.5 billion of debt, a reduction of approximately $1.6 billion from the end of 2024.
The Company’s core Permian Basin development program continues to consistently attract the largest portion of capital investment.
- In the Permian Basin, the Company is currently operating five rigs, reflecting improved capital efficiency while sustaining the pace of wells brought online.
The Company anticipates continuing this level of activity to deliver 2026 oil production consistent with the prior year.
Should oil prices decline, the Company may moderate activity in 2026 and further reduce capital spending.
- The Company holds approximately 750,000 MMBtu/d of firm capacity on various pipelines.
As of December 31, 2025, the Company had open basis swap contracts which purchased Waha and sold NYMEX Henry Hub on approximately one-third of its firm transport capacity for 2026, thereby locking in a significant portion of cash flows associated with its gas marketing activities for the near term.
Refer to [Note 4—Derivative Instruments and Hedging Activities](#i319e01867c234b6dba50b6341da03744_184) for further discussion of these basis swap agreements.
- During the first quarter of 2025, the Company and its partners announced preliminary results of an exploratory well in Alaska, confirming the successful discovery of a reservoir.
A successful flow test of the well was announced in April, with the well averaging 2,700 b/d during the final flow period.
The Company continues to evaluate the data from the well to determine next steps, and further appraisal drilling will determine the ultimate size of the discovery.
Effective January 2025, substantially all of the Company’s natural gas production was sold to EGPC under the terms of this agreement.
The agreement provides the Company with enhanced economic terms that support increased natural gas exploration and development activity and the potential addition of significant new drilling inventory with expected returns comparable to those of the Company’s oil program.
- During the third quarter of 2025, the Government of Egypt awarded the Company an additional two million net exploration acres in the Western Desert.
This new acreage expands on the Company’s existing position in the country.
In addition to a signature bonus of $25 million, the Company has committed to a drilling program on the acreage that the Company believes it will be able to meet in the normal course of operations.
The Government also helped facilitate significant payments in the third quarter of 2025, nearly eliminating past due receivables.
*•Sale of Non-core Permian Basin Properties* During the second quarter of 2025, the Company completed the sale of all of its New Mexico Permian assets.
The assets had a carrying value of $282 million and associated retirement obligation of $9 million, which were exchanged for total cash consideration of $571 million, inclusive of post-closing adjustments.
*•Egypt Acreage Acquisition* During the third quarter of 2025, the Government of Egypt awarded the Company an additional two million net exploration acres in the Western Desert.
In addition to a signature bonus of $25 million, the Company has committed to a drilling program on the acreage that the Company believes it will be able to meet in the normal course of operations.
(5)Production volumes per day in the Company’s Wildfire field were as follows:
| Oil (b/d) | | | | | | 29,023 | | | | | | | | | | | | 19,970 | | | | | | | | | | | | 15,644 | | |
| Natural Gas (Mcf/d) | | | | | | 52,650 | | | | | | | | | | | | 41,136 | | | | | | | | | | | | 29,537 | | |
| NGL (b/d) | | | | | | 10,127 | | | | | | | | | | | | 7,540 | | | | | | | | | | | | 5,622 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2025 | | | | | | Increase (Decrease) | | | | | | 2024 | | | | | | Increase (Decrease) | | | | | | 2023 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to invest for long-term returns in pursuit of moderate, sustainable production growth; (2) to strengthen the balance sheet to underpin the generation of cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its shareholders; and (3) to responsibly manage its cost structure regardless of the oil price environment.
For example, the Company curtailed production in the Permian Basin in the second half of 2024 in response to weakness in Waha natural gas and NGL prices; however, in Egypt, the Company contracted an additional drilling rig in late 2024 after signing an agreement to incentivize gas exploration and production at new pricing.
In 2023, the Company decided to suspend drilling activity in the North Sea, as increasing cost and tax burdens impacted the competitiveness of these assets within the Company’s portfolio.
Capital investment plans have accordingly been aligned across other areas of the portfolio while maintaining a focus on the Company’s capital returns framework.
Subsequent to year-end 2024 and through the date of this filing on February 28, 2025, the Company repurchased 3.9 million shares, and as of February 28, 2025, the Company had remaining authorization to repurchase up to 30.9 million shares under the Company’s share repurchase programs.
The Company also recorded higher oil and gas revenues and associated operating expenses resulting from the Callon acquisition.
APA’s higher operating cash flows for 2024 were primarily driven by higher oil and gas revenues resulting from increased drilling activity in the Permian Basin and production from the acquired Callon properties, partially offset by lower realized commodity prices.
The Company’s drilling was primarily focused on oil prospects, and combined with the Callon acquisition, oil production increased approximately 63 percent in the U.S. compared to the prior year.
The Company’s core Permian Basin development program continues to represent key growth areas for the U.S. assets.
- During the first quarter of 2024, the Company completed a three-well exploration program in Alaska, confirming a working petroleum system on the Company’s acreage.
The Company is currently drilling an additional exploration well on this acreage.
*•*In Egypt, the Company continued its drilling and workover activity with a focus on oil prospects.
The new gas sales agreement creates the potential for significant new drilling inventory with returns on par with oil.
*•*During the second quarter of 2023, the Company suspended all new drilling activity in the North Sea.
During the third quarter of 2024, the Company continued its economic assessment of its North Sea assets in light of several new regulatory guidelines and obligations surrounding significant tax levies and modernization of aging infrastructure.
The Company determined the expected returns do not economically support making investments required under the combined impact of the regulations, and it will cease production at its facilities in the North Sea prior to 2030.
The Company’s investment program in the North Sea is now directed toward asset safety and integrity.
- In October 2024, the Company announced that its subsidiary reached a positive final investment decision for the first oil development, named GranMorgu, in Block 58 offshore Suriname.
This development will include production from the Krabdagu and Sapakara oil discoveries.
These fields, located in water depths between 100 and 1,000 meters, will be produced through a system of subsea wells connected to a floating production, storage and offloading (FPSO) unit located 150 km off the Suriname coast, with an oil production capacity of 220,000 barrels per day.
The GranMorgu FPSO unit is designed to accommodate future tie-back opportunities that would extend its 4-year production plateau and will feature technology that minimizes greenhouse gas emissions.
Total investment is estimated at $10.5 billion, with APA’s share of the investment subject to the existing agreement with TotalEnergies to carry a portion of Apache’s appraisal and development capital.
First oil is anticipated in 2028.
The Company believes the acquisition of Callon provides opportunities to reduce costs, improve capital efficiencies, leverage economies of scale, and expand the development inventory that formed the basis of the transaction value.
| Egypt(1) | | | | | | — | | | | | | — | | % | | | | — | | | | | | — | | % | | | | 6 | | | | | | 1 | | % |
| Egypt(3)(4) | | | | | | — | | | | | | NM | | | | | | — | | | | | | NM | | | | | | 196 | | |
| NGL (b/d) | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 297 | | |
| NGL (b/d) | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | 65 | | |
NM — Not Meaningful
| Egypt | | | | | | — | | | | | | NM | | | | | | — | | | | | | NM | | | | | | 76.80 | | |
- In Egypt, the Company’s natural gas is sold to EGPC, primarily under an industry-pricing formula, a sliding scale based on Dated Brent crude oil with a minimum of $1.50 per MMBtu and a maximum of $2.65 per MMBtu, plus an upward adjustment for liquids content.
In the fourth quarter of 2024, the Company entered into a new gas sales agreement, which could result in improved pricing if certain production thresholds are met.
The new gas sales agreement, which is effective beginning January 2025, creates the potential for significant new drilling inventory with returns on par with oil.
During 2024, LOE increased $254 million, or 18 percent, compared to 2023.
The increase in absolute costs was primarily driven by higher operating and labor costs and workover activity associated with the Callon acquisition.
The Company also had higher labor costs and other operating costs trending with general inflation across all regions, which were partially offset by changes in foreign currency exchange rates against the U.S. dollar.
Prior to the BCP Business Combination and the Company’s deconsolidation of Altus on February 22, 2022, GPT expenses also included gathering and transmission services provided by Altus Midstream and midstream operating costs incurred by Altus.
| Midstream service costs – Kinetik | | | | | | 23 | | | | | | 109 | | | | | | 93 | | |
| Midstream operating expenses | | | | | | — | | | | | | — | | | | | | 5 | | |
| Intersegment eliminations | | | | | | — | | | | | | — | | | | | | (18) | | |
An excerpt. Shown here: 40 of 237 rewritten, 40 of 105 added and 40 of 158 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 5 added, 1 removed, 22 unchanged
The Company continually monitors its market risk exposure, as oil and gas supply and demand are impacted by uncertainties in the commodity and financial [removed: markets associated with the conflict in Ukraine, the conflict in Israel and Gaza,] [added: markets,] actions taken by foreign oil and gas producing nations, including OPEC+, global inflation, and other current events.
The Company’s average crude oil price realizations decreased [removed: 3] [added: 14] percent to [removed: $78.08] [added: $66.92] per barrel in [removed: 2024] [added: 2025] from [removed: $80.72] [added: $78.08] per barrel in [removed: 2023.][added: 2024.]
The Company’s average natural gas price realizations [removed: decreased 32] [added: increased 20] percent to [removed: $1.97] [added: $2.36] per Mcf in [removed: 2024] [added: 2025] from [removed: $2.91] [added: $1.97] per Mcf in [removed: 2023.][added: 2024.]
The Company’s average NGL price realizations [removed: increased 8] [added: decreased 3] percent to [removed: $23.37] [added: $22.71] per barrel in [removed: 2024] [added: 2025] from [removed: $21.54] [added: $23.37] per barrel in [removed: 2023.][added: 2024.]
Based on average daily production for [removed: 2024,] [added: 2025,] a $1.00 per barrel change in the weighted average realized oil price would have increased or decreased revenues for the year by approximately [removed: $89] [added: $87] million, a $0.10 per Mcf change in the weighted average realized natural gas price would have increased or decreased revenues for the year by approximately [removed: $30] [added: $33] million, and a $1.00 per barrel change in the weighted average realized NGL price would have increased or decreased revenues for the year by approximately [removed: $27] [added: $28] million.
Refer to [Note 4—Derivative Instruments and Hedging [removed: Activities](#i032fb13cb6e849d4a790802e7b3e230a_187)] [added: Activities](#i319e01867c234b6dba50b6341da03744_184)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report Form 10-K for notional volumes and terms with the Company’s derivative contracts.
As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: $4.8] [added: $4.5] billion, net, in outstanding notes and debentures, all of which was fixed-rate debt, with a weighted average interest rate of [removed: 5.34] [added: 5.66] percent.
As of December 31, [removed: 2024,] [added: 2025,] the Company had approximately [removed: $625] [added: $516] million in cash and cash equivalents, approximately [removed: 98] [added: 95] percent of which was invested in money market funds and short-term investments with major financial institutions.
As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $1.2 billion of] [added: no] borrowings outstanding under the Company’s term loan facility, commercial paper program, and syndicated revolving credit facilities.
Changes in the interest rate applicable to short-term investments, term loan facility, [added: and] commercial paper [removed: program, and credit facility borrowings] [added: program] are expected to have an immaterial impact on earnings and cash flows but could impact interest costs associated with future debt issuances or any future borrowings.
Foreign currency net gain or loss [removed: of $5 million] would [removed: result] [added: not be material] from a 10 percent weakening or strengthening, respectively, in the British pound as of December 31, [removed: 2024.][added: 2025.]
As of December 31, 2025, the Company had open natural gas derivatives not designated as cash flow hedges in a net liability position with a fair value of $77 million.
A 10 percent increase in natural gas prices would decrease the liability by approximately $5 million, while a 10 percent decrease in prices would increase the liability by approximately $6 million.
The Company is subject to increased foreign currency risk associated with the effects of decommissioning obligations in the North Sea.
The Company has periodically entered into foreign exchange contracts in order to minimize the impact of fluctuating exchange rates for the British pound on the Company’s operations.
Subsequent to December 31, 2025, the Company entered into outstanding foreign exchange contracts with a total notional amount of £120 million to reduce its exposure to fluctuating foreign exchange rates for the British pound.
As of December 31, 2024, the Company had no open commodity derivative positions.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 2 unchanged
The information set forth under “Legal Matters” and “Environmental Matters” in [Note [removed: 11—Commitments] [added: 10—Commitments] and [removed: Contingencies](#i032fb13cb6e849d4a790802e7b3e230a_208)] [added: Contingencies](#i319e01867c234b6dba50b6341da03744_205)] in the Notes to Consolidated Financial Statements set forth in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.
Cover and table of contents
158 rewritten, 109 added, 117 removed, 435 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
| Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, [removed: 2024] [added: 2025] | | | $ | [removed: 10,887,671,670] [added: 6,561,964,169] | |
| Number of shares of registrant’s common stock outstanding as of January 31, [removed: 2025] [added: 2026] | | | [removed: 364,064,316] [added: 353,251,476] | | |
Portions of the registrant’s definitive proxy statement relating to the registrant’s [removed: 2025] [added: 2026] annual meeting of stockholders are incorporated by reference in Part II and Part III of this Annual Report on Form 10-K.
| 1A. | | | [RISK [removed: FACTORS](#i032fb13cb6e849d4a790802e7b3e230a_22)] [added: FACTORS](#i319e01867c234b6dba50b6341da03744_22)] | | | [removed: [19](#i032fb13cb6e849d4a790802e7b3e230a_22)] [added: [18](#i319e01867c234b6dba50b6341da03744_22)] | | |
| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i032fb13cb6e849d4a790802e7b3e230a_25)] [added: COMMENTS](#i319e01867c234b6dba50b6341da03744_25)] | | | [removed: [29](#i032fb13cb6e849d4a790802e7b3e230a_25)] [added: [29](#i319e01867c234b6dba50b6341da03744_25)] | | |
| 1C. | | | [removed: [CYBERSECURITY](#i032fb13cb6e849d4a790802e7b3e230a_28)] [added: [CYBERSECURITY](#i319e01867c234b6dba50b6341da03744_28)] | | | [removed: [29](#i032fb13cb6e849d4a790802e7b3e230a_28)] [added: [29](#i319e01867c234b6dba50b6341da03744_28)] | | |
| 3. | | | [LEGAL [removed: PROCEEDINGS](#i032fb13cb6e849d4a790802e7b3e230a_31)] [added: PROCEEDINGS](#i319e01867c234b6dba50b6341da03744_31)] | | | [removed: [31](#i032fb13cb6e849d4a790802e7b3e230a_31)] [added: [31](#i319e01867c234b6dba50b6341da03744_31)] | | |
| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i032fb13cb6e849d4a790802e7b3e230a_34)] [added: DISCLOSURES](#i319e01867c234b6dba50b6341da03744_34)] | | | [removed: [31](#i032fb13cb6e849d4a790802e7b3e230a_34)] [added: [31](#i319e01867c234b6dba50b6341da03744_34)] | | |
| 5. | | | [MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i032fb13cb6e849d4a790802e7b3e230a_40)] [added: SECURITIES](#i319e01867c234b6dba50b6341da03744_40)] | | | [removed: [32](#i032fb13cb6e849d4a790802e7b3e230a_40)] [added: [32](#i319e01867c234b6dba50b6341da03744_40)] | | |
| 6. | | | [SELECTED FINANCIAL [removed: DATA](#i032fb13cb6e849d4a790802e7b3e230a_43)] [added: DATA](#i319e01867c234b6dba50b6341da03744_43)] | | | [removed: [33](#i032fb13cb6e849d4a790802e7b3e230a_43)] [added: [33](#i319e01867c234b6dba50b6341da03744_43)] | | |
| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i032fb13cb6e849d4a790802e7b3e230a_46)] [added: OPERATIONS](#i319e01867c234b6dba50b6341da03744_46)] | | | [removed: [34](#i032fb13cb6e849d4a790802e7b3e230a_46)] [added: [34](#i319e01867c234b6dba50b6341da03744_46)] | | |
| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i032fb13cb6e849d4a790802e7b3e230a_91)] [added: RISK](#i319e01867c234b6dba50b6341da03744_88)] | | | [removed: [59](#i032fb13cb6e849d4a790802e7b3e230a_91)] [added: [56](#i319e01867c234b6dba50b6341da03744_88)] | | |
| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i032fb13cb6e849d4a790802e7b3e230a_94)] [added: DATA](#i319e01867c234b6dba50b6341da03744_91)] | | | [removed: [60](#i032fb13cb6e849d4a790802e7b3e230a_94)] [added: [57](#i319e01867c234b6dba50b6341da03744_91)] | | |
| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i032fb13cb6e849d4a790802e7b3e230a_97)] [added: DISCLOSURE](#i319e01867c234b6dba50b6341da03744_94)] | | | [removed: [60](#i032fb13cb6e849d4a790802e7b3e230a_97)] [added: [57](#i319e01867c234b6dba50b6341da03744_94)] | | |
| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i032fb13cb6e849d4a790802e7b3e230a_100)] [added: PROCEDURES](#i319e01867c234b6dba50b6341da03744_97)] | | | [removed: [60](#i032fb13cb6e849d4a790802e7b3e230a_100)] [added: [57](#i319e01867c234b6dba50b6341da03744_97)] | | |
| 9B. | | | [OTHER [removed: INFORMATION](#i032fb13cb6e849d4a790802e7b3e230a_103)] [added: INFORMATION](#i319e01867c234b6dba50b6341da03744_100)] | | | [removed: [61](#i032fb13cb6e849d4a790802e7b3e230a_103)] [added: [58](#i319e01867c234b6dba50b6341da03744_100)] | | |
| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i032fb13cb6e849d4a790802e7b3e230a_106)] [added: INSPECTIONS](#i319e01867c234b6dba50b6341da03744_103)] | | | [removed: [61](#i032fb13cb6e849d4a790802e7b3e230a_106)] [added: [58](#i319e01867c234b6dba50b6341da03744_103)] | | |
| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i032fb13cb6e849d4a790802e7b3e230a_112)] [added: GOVERNANCE](#i319e01867c234b6dba50b6341da03744_109)] | | | [removed: [62](#i032fb13cb6e849d4a790802e7b3e230a_112)] [added: [59](#i319e01867c234b6dba50b6341da03744_109)] | | |
| 11. | | | [EXECUTIVE [removed: COMPENSATION](#i032fb13cb6e849d4a790802e7b3e230a_115)] [added: COMPENSATION](#i319e01867c234b6dba50b6341da03744_112)] | | | [removed: [62](#i032fb13cb6e849d4a790802e7b3e230a_115)] [added: [59](#i319e01867c234b6dba50b6341da03744_112)] | | |
| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i032fb13cb6e849d4a790802e7b3e230a_118)] [added: MATTERS](#i319e01867c234b6dba50b6341da03744_115)] | | | [removed: [62](#i032fb13cb6e849d4a790802e7b3e230a_118)] [added: [59](#i319e01867c234b6dba50b6341da03744_115)] | | |
| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i032fb13cb6e849d4a790802e7b3e230a_121)] [added: INDEPENDENCE](#i319e01867c234b6dba50b6341da03744_118)] | | | [removed: [62](#i032fb13cb6e849d4a790802e7b3e230a_121)] [added: [59](#i319e01867c234b6dba50b6341da03744_118)] | | |
| 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i032fb13cb6e849d4a790802e7b3e230a_124)] [added: SERVICES](#i319e01867c234b6dba50b6341da03744_121)] | | | [removed: [62](#i032fb13cb6e849d4a790802e7b3e230a_124)] [added: [59](#i319e01867c234b6dba50b6341da03744_121)] | | |
| 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i032fb13cb6e849d4a790802e7b3e230a_130)] [added: SCHEDULES](#i319e01867c234b6dba50b6341da03744_127)] | | | [removed: [63](#i032fb13cb6e849d4a790802e7b3e230a_130)] [added: [60](#i319e01867c234b6dba50b6341da03744_127)] | | |
| 16. | | | [FORM 10-K [removed: SUMMARY](#i032fb13cb6e849d4a790802e7b3e230a_136)] [added: SUMMARY](#i319e01867c234b6dba50b6341da03744_133)] | | | [removed: [67](#i032fb13cb6e849d4a790802e7b3e230a_136)] [added: [62](#i319e01867c234b6dba50b6341da03744_133)] | | |
Such forward-looking statements are based on the Company’s examination of historical operating trends, the information that was used to prepare its estimate of proved reserves as of December 31, [removed: 2024,] [added: 2025,] and other data in the Company’s possession or available from third parties.
In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” [added: “target,”] “believe,” “continue,” “seek,” “guidance,” “goal,” “might,” “outlook,” “possibly,” “potential,” [added: “predict,”] “prospect,” “should,” “would,” or similar [removed: terminology,] [added: terminology or the negative of these terms,] but the absence of these words does not mean that a statement is not forward looking.
- changes in local, regional, national, and international economic [removed: conditions, including as a result of any epidemics or pandemics;][added: conditions;]
- economic and competitive conditions, including market and macro-economic disruptions resulting from trade tensions between the U.S. and other countries, [removed: the Russian war in Ukraine, the] armed [removed: conflict in Israel and Gaza,] [added: conflicts,] and actions taken by foreign oil and gas producing nations, including the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC members that participate in OPEC initiatives (OPEC+);
APA Corporation (APA or the [removed: Company),] [added: Company)] is an independent energy company that owns subsidiaries that explore for, develop, and produce crude oil, natural gas, and NGLs.
Information [removed: on] [added: contained on, or accessible through,] the Company’s website or any other website is not incorporated by reference into, and does not constitute a part of, this Annual Report on Form 10-K.
APA maintains a diversified asset portfolio, including conventional and unconventional, onshore and offshore, oil and natural gas exploration and production [removed: interests.][added: interests, while offering global exploration opportunities.]
Internationally, the Company has conventional onshore assets in Egypt’s Western Desert, offshore assets on the U.K.’s Continental Shelf, and [removed: reached positive final investment decision for] [added: is currently progressing with an] oil [added: field] development offshore Suriname [removed: during 2024.][added: targeting first production in 2028.]
APA believes energy underpins global progress, and the Company wants to be a part of the solution as society works to meet [added: growing] global demand for reliable and affordable energy.
Uncertainties in the global supply chain and financial [removed: markets, including the impact of ongoing international conflicts, inflation, trade disputes, and actions taken by foreign oil and gas producing nations, including OPEC+,] [added: markets] impact oil supply and demand and contribute to commodity price volatility.
APA’s diversified [added: asset] portfolio and operational flexibility provide the Company the ability to timely respond to near-term price volatility and effectively manage its investment programs.
The Company [removed: believes the acquisition of Callon provides] [added: was able to quickly advance on] opportunities to reduce costs, improve capital efficiencies, leverage economies of scale, and expand the development inventory that formed the basis of the transaction value.
This transaction [removed: complements] [added: complemented] and [removed: enhances] [added: enhanced] APA’s asset base in the Permian Basin and [removed: adds to APA’s] [added: its] inventory of high quality, short-cycle opportunities.
- Throughout [added: the remainder of] 2024, APA closed on a series of transactions to sell non-core producing properties in the Permian Basin, East Texas Austin Chalk, and Eagle Ford plays, and non-core mineral and royalty interests in the Permian Basin.
For a more in-depth discussion of the Company’s [removed: 2024] [added: 2025] results, divestitures, strategy, and its capital resources and liquidity, please see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
| 1. | | | [BUSINESS](#i319e01867c234b6dba50b6341da03744_19) | | | [1](#i319e01867c234b6dba50b6341da03744_19) | | |
| 2. | | | [PROPERTIES](#i319e01867c234b6dba50b6341da03744_19) | | | [1](#i319e01867c234b6dba50b6341da03744_19) | | |
- asset retirement and decommissioning obligations, including changes to applicable regulatory and industry standards, the timing of related activities, and potential obligations to decommission previously owned assets;
- the impact of international or domestic trade policy changes, including tariffs, import/export controls, and sanctions;
- liabilities, injunctive relief, corrective actions, or other adverse outcomes resulting from pending or future litigation, governmental investigations, regulatory proceedings, or alleged violations of laws, regulations, permits, or contractual obligations;
The Company makes available, free of charge on its website at www.apacorp.com, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
The Company’s filings are also available at www.sec.gov.
These uncertainties include the impacts of ongoing international conflicts, inflation, current and potential tariffs or other trade barriers, global trade policies, and actions taken by foreign oil and gas producing nations, including OPEC+.
Despite these uncertainties, the Company is focused on its longer-term objectives: (1) to remain committed to providing affordable, reliable, and responsibly produced energy; (2) to deliver top operational performance across safety, environmental responsibility, execution, and risk management measures; (3) to maintain financial discipline by managing costs, protecting the balance sheet to underpin the generation of cash flow in excess of its upstream exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its shareholders; and (4) to build and grow a diverse and balanced high-quality portfolio with scale through acquisitions, exploration, and organic opportunities.
- During 2025, APA completed the sale of certain non-core assets and leasehold in the Permian Basin, reflecting a full exit from New Mexico.
Final proceeds of $571 million were primarily used for debt reduction.
| United States | | | | | | 105.0 | | | | | | 62 | | % | | | | $ | 3,819 | | | | | 781 | | | | | | 74 | | % | | | | 197 | | | | | | 197 | | |
| Egypt(1) | | | | | | 53.3 | | | | | | 31 | | % | | | | 2,637 | | | | | | 176 | | | | | | 17 | | % | | | | 98 | | | | | | 71 | | |
| Total | | | | | | 169.5 | | | | | | 100 | | % | | | | $ | 7,229 | | | | | 1,056 | | | | | | 100 | | % | | | | 295 | | | | | | 268 | | |
- *Permian Basin* The Permian Basin is a foundational asset for APA, providing the Company’s largest source of production and cash flow.
Over the past two years, the Company has progressed on high-grading its scale of operations and localized knowledge through the Callon acquisition and exit from non-core holdings in the conventional Central Basin Platform and positions in New Mexico.
This concentrates APA’s position in a few key areas that enable economies of scale in operations and provides significant flexibility in pacing of developmental and appraisal activity.
In addition, the Company has been able to make significant strides in reducing drilling, completions, and equipping and facility costs by leveraging these synergies while refining its development approach to its asset base.
Improvements in its cost structure has enabled the Company to drill more wells on tighter and denser spacing and to moderate completion intensity.
Key assets in the Permian Basin include:
- *Delaware Basin* APA holds approximately 217,000 gross acres (166,000 net acres) in the Delaware Basin of West Texas.
During 2025, the Company participated in the drilling of 7 gross development wells in this area with a 100 percent success rate.
During 2025, the Company and its partners announced preliminary results of an exploratory well in Alaska, confirming the successful discovery of a reservoir.
A successful flow test of the well was announced in 2025, with the well averaging 2,700 b/d during the final flow period.
The Company continues to evaluate data from the well, and further appraisal drilling will determine the ultimate size of the discovery.
During 2025, the Government of Egypt awarded the Company an additional two million net exploration acres in the Western Desert.
This new acreage expands on the Company’s existing position in the country.
In addition to a signature bonus of $25 million, the Company has committed to a drilling program on the acreage that the Company believes it will be able to meet in the normal course of operations.
*International Marketing* In Egypt, substantially all of the Company’s 2025 natural gas production is sold to EGPC pursuant to a gas sales agreement that establishes pricing based on a minimum realized price of $2.65 per MMBtu, with the potential for higher pricing on incremental volumes when pre-determined production thresholds are met.
In the periods prior to the current agreement, the natural gas production in Egypt was primarily sold to EGPC at an industry-pricing formula of $2.65 per MMBtu.
| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Egypt | | | | | | 27.5 | | | | | | 25.0 | | | | | | 52.5 | | | | | | 42.3 | | | | | | 2.0 | | | | | | 44.3 | | | | | | 69.8 | | | | | | 27.0 | | | | | | 96.8 | | |
| Total | | | | | | 27.5 | | | | | | 25.0 | | | | | | 52.5 | | | | | | 188.8 | | | | | | 2.0 | | | | | | 190.8 | | | | | | 216.3 | | | | | | 27.0 | | | | | | 243.3 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | 3,311 | | | | | | 2,514 | | | | | | 684 | | | | | | 578 | | | | | | 3,995 | | | | | | 3,092 | | |
| Egypt | | | | | | 921 | | | | | | 894 | | | | | | 110 | | | | | | 108 | | | | | | 1,031 | | | | | | 1,002 | | |
| Total | | | | | | 4,357 | | | | | | 3,493 | | | | | | 805 | | | | | | 693 | | | | | | 5,162 | | | | | | 4,186 | | |
| Domestic | | | | | | 3,311 | | | | | | 2,514 | | | | | | 684 | | | | | | 578 | | | | | | 3,995 | | | | | | 3,092 | | |
| Foreign | | | | | | 1,046 | | | | | | 979 | | | | | | 121 | | | | | | 115 | | | | | | 1,167 | | | | | | 1,094 | | |
| 1. | | | [BUSINESS](#i032fb13cb6e849d4a790802e7b3e230a_19) | | | [1](#i032fb13cb6e849d4a790802e7b3e230a_19) | | |
| 2. | | | [PROPERTIES](#i032fb13cb6e849d4a790802e7b3e230a_19) | | | [1](#i032fb13cb6e849d4a790802e7b3e230a_19) | | |
- the Company’s performance on environmental, social, and governance measures;
- cyberattacks and terrorism;
- the Company’s ability to access the capital markets;
The Company’s common stock, par value $0.625 per share, is listed on the Nasdaq.
Through the Company’s website, www.apacorp.com, you can access, free of charge, electronic copies of the charters of the committees of the Company’s board of directors (Board of Directors), other documents related to corporate governance (including the Code of Conduct and APA’s Corporate Governance Principles), and documents the Company files with the SEC, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
Included in the Company’s annual and quarterly reports are the certifications of its principal executive officer and its principal financial officer that are required by applicable laws and regulations.
Access to these electronic filings is available as soon as reasonably practicable after the Company files such material with, or furnishes it to, the SEC.
You may also request printed copies of the Company’s corporate charter, bylaws, committee charters, or other governance documents free of charge by writing to the Company’s corporate secretary at the address on the cover of this Annual Report on Form 10-K.
The Company’s reports filed with the SEC are made available on its website at www.sec.gov.
From time to time, the Company also posts announcements, updates, and investor information on its website in addition to copies of all recent press releases.
Despite these uncertainties, the Company remains committed to its longer-term objectives: (1) to invest for long-term returns in pursuit of moderate, sustainable production growth; (2) to strengthen the balance sheet to underpin the generation of cash flow in excess of its exploration, appraisal, and development capital program that can be directed to debt reduction, share repurchases, and other return of capital to its shareholders; and (3) to responsibly manage its cost structure regardless of the oil price environment.
- On February 22, 2022, Altus Midstream Company (ALTM) combined with privately owned BCP Raptor Holdco LP in an all-stock transaction.
Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik), and APA deconsolidated ALTM and held an approximately 20 percent noncontrolling ownership interest in Kinetik.
The Company subsequently divested of its ownership interest in Kinetik during 2022, 2023, and 2024 for total proceeds of approximately $880 million.
EXPLORATION AND PRODUCTION
| United States | | | | | | 103.6 | | | | | | 62 | | % | | | | $ | 4,315 | | | | | 695 | | | | | | 72 | | % | | | | 205 | | | | | | 205 | | |
| Egypt(1) | | | | | | 50.3 | | | | | | 30 | | % | | | | 2,933 | | | | | | 164 | | | | | | 17 | | % | | | | 84 | | | | | | 62 | | |
| Total | | | | | | 166.4 | | | | | | 100 | | % | | | | $ | 8,196 | | | | | 969 | | | | | | 100 | | % | | | | 289 | | | | | | 267 | | |
During 2024, the Company acquired approximately 25,000 net acres in the Midland basin in connection with the Callon acquisition.
- *Delaware Basin* APA holds approximately 282,000 gross acres (203,000 net acres) in the Delaware Basin, including opportunities in the Bone Spring and other formations of eastern New Mexico and bordering West Texas, and the Alpine High play in the southern portion of the Permian Basin, primarily in Reeves County, Texas.
The Company also divested certain non-core mineral and royalty interests in the Permian Basin during 2024.
During 2024, the Company completed a three-well exploration program in Alaska, confirming a working petroleum system on the Company’s acreage.
The Company is currently drilling an additional exploration well on this acreage.
The Company holds a 50 percent ownership interest in the project.
APA currently expects to fulfill its delivery commitments primarily with production from its proved reserves and from continued development.
*International Marketing* The Company’s natural gas production in Egypt is sold to EGPC primarily under an industry-pricing formula, a sliding scale based on Dated Brent crude oil with a minimum of $1.50 per MMBtu and a maximum of $2.65 per MMBtu, plus an upward adjustment for liquids content.
In the fourth quarter 2024, the Company entered into a new gas sales agreement, which could result in improved pricing if certain production thresholds are met.
The Company suspended exploration activities in its acreage offshore the Dominican Republic in 2023 and relinquished its net acreage holdings and completed its withdrawal in 2024.
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Egypt | | | | | | 15.0 | | | | | | 14.5 | | | | | | 29.5 | | | | | | 64.4 | | | | | | — | | | | | | 64.4 | | | | | | 79.4 | | | | | | 14.5 | | | | | | 93.9 | | |
| Other International | | | | | | — | | | | | | 2.1 | | | | | | 2.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2.1 | | | | | | 2.1 | | |
| Total | | | | | | 16.0 | | | | | | 16.6 | | | | | | 32.6 | | | | | | 106.1 | | | | | | — | | | | | | 106.1 | | | | | | 122.1 | | | | | | 16.6 | | | | | | 138.7 | | |
| United States | | | | | | 3,590 | | | | | | 2,711 | | | | | | 714 | | | | | | 584 | | | | | | 4,304 | | | | | | 3,295 | | |
| Egypt | | | | | | 1,025 | | | | | | 992 | | | | | | 103 | | | | | | 102 | | | | | | 1,128 | | | | | | 1,094 | | |
| North Sea | | | | | | 133 | | | | | | 91 | | | | | | 10 | | | | | | 6 | | | | | | 143 | | | | | | 97 | | |
| Total | | | | | | 4,748 | | | | | | 3,794 | | | | | | 827 | | | | | | 692 | | | | | | 5,575 | | | | | | 4,486 | | |
| Domestic | | | | | | 3,590 | | | | | | 2,711 | | | | | | 714 | | | | | | 584 | | | | | | 4,304 | | | | | | 3,295 | | |
| Foreign | | | | | | 1,158 | | | | | | 1,083 | | | | | | 113 | | | | | | 108 | | | | | | 1,271 | | | | | | 1,191 | | |
An excerpt. Shown here: 40 of 158 rewritten, 40 of 109 added and 40 of 117 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. CYBERSECURITY
3 rewritten, 0 added, 0 removed, 29 unchanged
As of December 31, [removed: 2024,] [added: 2025,] no risks from cybersecurity threats or incidents have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition.
APA’s Executive Vice President, Administration, has [removed: 35] [added: 36] years of experience managing data and technology in the energy industry, including serving as the Company’s CIO from 2015-2020.
For additional information regarding relevant cybersecurity risks, see [Item 1A―Risk [removed: Factors](#i032fb13cb6e849d4a790802e7b3e230a_22)] [added: Factors](#i319e01867c234b6dba50b6341da03744_22)] ― “*A cyberattack targeting systems and infrastructure used by the Company or others in the oil and gas industry may adversely impact the Company’s operations*.”
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 15 added, 15 removed, 20 unchanged
APA’s common stock, par value $0.625 per share, is traded on the Nasdaq Global Select Market (Nasdaq) under the symbol “APA.” The closing price of APA’s common stock, as reported by the Nasdaq for January 31, [removed: 2025,] [added: 2026,] was [removed: $21.93] [added: $26.41] per share.
As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 364,064,316] [added: 353,251,476] shares of APA’s common stock outstanding held by approximately [removed: 3,700] [added: 3,500] stockholders of record and [removed: 243,000] [added: 282,000] beneficial owners.
The Company has paid cash dividends on its common stock for [removed: 60] [added: 61] consecutive years through December 31, [removed: 2024.][added: 2025.]
Information concerning securities authorized for issuance under equity compensation plans is set forth under the caption “Equity Compensation Plan Information” in the proxy statement relating to the Company’s [removed: 2025] [added: 2026] annual meeting of stockholders, which is incorporated herein by reference.
The table below sets forth information with respect to shares of common stock repurchased by APA during [removed: 2024.][added: 2025.]
The graph compares the yearly percentage change in the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the Standard & Poor’s 500 Index (S&P 500 Index) and of the Dow Jones U.S. Exploration & Production Index (formerly Dow Jones Secondary Oil Stock Index) from December 31, [removed: 2019,] [added: 2020,] through December 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
* $100 invested on [removed: 12/31/19] [added: 12/31/20] in stock or index, including reinvestment of dividends.
| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
| Dow Jones U.S. Exploration & Production Index | | | | | | 100.00 | | | | | | [removed: 66.35] [added: 170.92] | | | | | | [removed: 113.41] [added: 272.74] | | | | | | [removed: 180.98] [added: 285.07] | | | | | | [removed: 189.15] [added: 280.73] | | | | | | [removed: 186.27] [added: 295.11] | | |
| January 1 to January 31, 2025 | | | | | | 1,670,918 | | | | | | $ | 23.95 | | | | | 1,670,918 | | | | | | 33,086,204 | | |
| February 1 to February 29, 2025 | | | | | | 2,470,913 | | | | | | 22.34 | | | | | | 2,470,913 | | | | | | 30,615,291 | | |
| March 1 to March 31, 2025 | | | | | | 232,741 | | | | | | 20.63 | | | | | | 232,741 | | | | | | 30,382,550 | | |
| April 1 to April 30, 2025 | | | | | | 603,233 | | | | | | 16.59 | | | | | | 603,233 | | | | | | 29,779,317 | | |
| May 1 to May 31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,779,317 | | |
| June 1 to June 30, 2025 | | | | | | 2,096,211 | | | | | | 19.09 | | | | | | 2,096,211 | | | | | | 27,683,106 | | |
| July 1 to July 31, 2025 | | | | | | 989,196 | | | | | | 19.31 | | | | | | 989,196 | | | | | | 26,693,910 | | |
| August 1 to August 31, 2025 | | | | | | 1,214,309 | | | | | | 19.92 | | | | | | 1,214,309 | | | | | | 25,479,601 | | |
| September 1 to September 30, 2025 | | | | | | 910,343 | | | | | | 23.54 | | | | | | 910,343 | | | | | | 24,569,258 | | |
| October 1 to October 31, 2025 | | | | | | 997,815 | | | | | | 23.53 | | | | | | 997,815 | | | | | | 23,571,443 | | |
| November 1 to November 30, 2025 | | | | | | 814,830 | | | | | | 23.80 | | | | | | 814,830 | | | | | | 22,756,613 | | |
| December 1 to December 31, 2025 | | | | | | 890,475 | | | | | | 25.23 | | | | | | 890,475 | | | | | | 21,866,138 | | |
| Total | | | | | | 12,890,984 | | | | | | $ | 21.73 | | | | | | | | | | | | | |
| APA Corporation | | | | | | $ | 100.00 | | | | | $ | 190.76 | | | | | $ | 336.73 | | | | | $ | 265.27 | | | | | $ | 176.57 | | | | | $ | 196.71 | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |
| January 1 to January 31, 2024 | | | | | | 2,226,352 | | | | | | $ | 34.22 | | | | | 2,226,352 | | | | | | 41,693,267 | | |
| February 1 to February 29, 2024 | | | | | | 784,765 | | | | | | 30.59 | | | | | | 784,765 | | | | | | 40,908,502 | | |
| March 1 to March 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |
| April 1 to April 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |
| May 1 to May 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,908,502 | | |
| June 1 to June 30, 2024 | | | | | | 1,480,072 | | | | | | 28.72 | | | | | | 1,480,072 | | | | | | 39,428,430 | | |
| July 1 to July 31, 2024 | | | | | | 102,305 | | | | | | 29.33 | | | | | | 102,305 | | | | | | 39,326,125 | | |
| August 1 to August 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |
| September 1 to September 30, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |
| October 1 to October 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,326,125 | | |
| November 1 to November 30, 2024 | | | | | | 2,588,969 | | | | | | 22.20 | | | | | | 2,588,969 | | | | | | 36,737,156 | | |
| December 1 to December 31, 2024 | | | | | | 1,980,034 | | | | | | 21.52 | | | | | | 1,980,034 | | | | | | 34,757,122 | | |
| Total | | | | | | 9,162,497 | | | | | | $ | 26.83 | | | | | | | | | | | | | |
| APA Corporation | | | | | | $ | 100.00 | | | | | $ | 56.30 | | | | | $ | 107.40 | | | | | $ | 189.58 | | | | | $ | 149.35 | | | | | $ | 99.41 | |
| S&P 500 Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1 rewritten, 0 added, 0 removed, 2 unchanged
The financial statements and supplementary financial information required to be filed under this Item 8 are presented on pages F-1 through [removed: F-62] [added: F-[59](#i59105bca83d1467293a1ff08fd8731d8_1510)] in Part IV, Item 15 of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
1 rewritten, 0 added, 0 removed, 3 unchanged
The financial statements for the fiscal years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] included in this Annual Report on Form 10-K, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their audit report appearing herein.
Item 9A. CONTROLS AND PROCEDURES
3 rewritten, 0 added, 1 removed, 11 unchanged
Christmann IV, the Company’s Chief Executive Officer, in his capacity as principal executive officer, and [removed: Stephen J.][added: Ben C.]
[removed: Riney,] [added: Rodgers,] the Company’s [added: Executive Vice] President and Chief Financial Officer, in his capacity as principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this Annual Report on Form 10-K.
There [removed: were] [added: was] no [removed: other changes] [added: change] in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
As a result of the Callon acquisition on April 1, 2024, the Company’s internal control over financial reporting, subsequent to the date of acquisition, includes certain additional internal controls relating to Callon.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 2 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s officers or directors adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408 of Regulation S-K promulgated under the Securities Act).
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 10 unchanged
The information set forth under the captions “Nominees for Election as Directors,” “Information about Our Executive Officers,” “Securities Ownership and Principal Holders,” “Additional Information—Future Shareholder Proposals and Director Nominations,” “Corporate Governance—Board Committees, Meetings, and Responsibilities,” and “Corporate Governance—Insider Trading Policy” in the proxy statement relating to the Company’s [removed: 2025] [added: 2026] annual meeting of shareholders (the Proxy Statement) is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 2 unchanged
The information set forth under the captions “Compensation Discussion and Analysis (CD&A),” “Summary Compensation Table,” “Grants of [removed: Plan Based] [added: Plan-Based] Awards Table,” “Outstanding Equity Awards at Fiscal Year-End Table,” “Option Exercises and Stock Vested Table,” “Non-Qualified Deferred Compensation Table,” “Potential Payments upon Termination or Change in Control,” “Director Compensation Table,” “CEO Pay Ratio,” “Compensation Committee Interlocks and Insider Participation,” “Pay versus Performance,” “Equity Award Grant Practices,” and “Compensation Committee Report” in the Proxy Statement is incorporated herein by reference.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
57 rewritten, 40 added, 40 removed, 21 unchanged
| [Report of management on internal control over financial [removed: reporting](#i032fb13cb6e849d4a790802e7b3e230a_145)] [added: reporting](#i319e01867c234b6dba50b6341da03744_142)] | | | [removed: F-[1](#i032fb13cb6e849d4a790802e7b3e230a_145)] [added: F-[1](#i319e01867c234b6dba50b6341da03744_142)] | | |
| [Report of independent registered public accounting firm (PCAOB [removed: ID: 42)](#i032fb13cb6e849d4a790802e7b3e230a_148)] [added: ID:](#i319e01867c234b6dba50b6341da03744_148) 42[)](#i319e01867c234b6dba50b6341da03744_148)] | | | [removed: F-[2](#i032fb13cb6e849d4a790802e7b3e230a_148)] [added: F-[3](#i319e01867c234b6dba50b6341da03744_148)] | | |
| [Report of independent registered public accounting firm (PCAOB [removed: ID:](#i032fb13cb6e849d4a790802e7b3e230a_151) 42[)](#i032fb13cb6e849d4a790802e7b3e230a_151)] [added: ID: 42)](#i319e01867c234b6dba50b6341da03744_145)] | | | [removed: F-[3](#i032fb13cb6e849d4a790802e7b3e230a_151)] [added: F-[2](#i319e01867c234b6dba50b6341da03744_145)] | | |
| [Statement of consolidated operations for each of the three years in the period ended December 31, [removed: 2024](#i032fb13cb6e849d4a790802e7b3e230a_157)] [added: 2025](#i319e01867c234b6dba50b6341da03744_154)] | | | [removed: F-[6](#i032fb13cb6e849d4a790802e7b3e230a_157)] [added: F-[5](#i319e01867c234b6dba50b6341da03744_154)] | | |
| [Statement of consolidated comprehensive income for each of the three years in the period ended December 31, [removed: 2024](#i032fb13cb6e849d4a790802e7b3e230a_160)] [added: 2025](#i319e01867c234b6dba50b6341da03744_157)] | | | [removed: F-[7](#i032fb13cb6e849d4a790802e7b3e230a_160)] [added: F-[6](#i319e01867c234b6dba50b6341da03744_157)] | | |
| [Statement of consolidated cash flows for each of the three years in the period ended December 31, [removed: 2024](#i032fb13cb6e849d4a790802e7b3e230a_163)] [added: 2025](#i319e01867c234b6dba50b6341da03744_160)] | | | [removed: F-[8](#i032fb13cb6e849d4a790802e7b3e230a_163)] [added: F-[7](#i319e01867c234b6dba50b6341da03744_160)] | | |
| [Consolidated balance sheet as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i032fb13cb6e849d4a790802e7b3e230a_166)] [added: 2024](#i319e01867c234b6dba50b6341da03744_163)] | | | [removed: F-[9](#i032fb13cb6e849d4a790802e7b3e230a_166)] [added: F-[8](#i319e01867c234b6dba50b6341da03744_163)] | | |
| [Statement of consolidated changes in equity and noncontrolling interest for each of the three years in the period ended December 31, [removed: 2024](#i032fb13cb6e849d4a790802e7b3e230a_169)] [added: 2025](#i319e01867c234b6dba50b6341da03744_166)] | | | [removed: F-[10](#i032fb13cb6e849d4a790802e7b3e230a_169)] [added: F-[9](#i319e01867c234b6dba50b6341da03744_166)] | | |
| [Notes to consolidated financial [removed: statements](#i032fb13cb6e849d4a790802e7b3e230a_172)] [added: statements](#i319e01867c234b6dba50b6341da03744_169)] | | | [removed: F-[11](#i032fb13cb6e849d4a790802e7b3e230a_172)] [added: F-[10](#i319e01867c234b6dba50b6341da03744_169)] | | |
| | | | | | | Incorporated by Reference | | | | | | | | | | | | [added: | | |]
| EXHIBIT NO. | | | DESCRIPTION | | | Form | | | Exhibit | | | Filing Date | | | SEC File No. | | | [added: | | |]
| 3.1 | | | [Amended and Restated Certificate of Incorporation of Registrant, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex31.htm) | | | 8-K12B | | | 3.1 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| 3.2 | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant, dated May 24, 2023, as filed with the Secretary of State of the State of Delaware on May 24, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/d466832dex31.htm) | | | 8-K | | | 3.1 | | | 5/25/2023 | | | 001-40144 | | | [added: | | |]
| 3.3 | | | [Amended and Restated Bylaws of Registrant, dated February 2, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000119312523028378/d462086dex31.htm) | | | 8-K | | | 3.1 | | | 2/8/2023 | | | 001-40144 | | | [added: | | |]
| 4.1 | | | [Form of Certificate for Registrant’s Common Stock.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex41.htm) | | | 8-K12B | | | 4.1 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| 4.2 | | | [Description of Equity Securities [removed: of](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm) [Registrant.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm)] [added: of Registrant.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex42.htm)] | | | 8-K12B | | | 4.2 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| 4.3 | | | [Amended and Restated Warrant Agreement, dated April 1, 2024, by and among Registrant, Equiniti Trust Company, LLC, and, solely for purposes of certain provisions specified therein, Callon Petroleum Company.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524083563/d47791dex41.htm) | | | 8-K | | | 4.1 | | | 4/1/2024 | | | 001-40144 | | | [added: | | |]
| 4.4 | | | [Indenture, dated as of December 11, 2024, between Registrant and Regions Bank, as trustee.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524277008/d895505dex49.htm) | | | POSASR | | | 4.9 | | | 12/12/2024 | | | 333-279038 | | | [added: | | |]
| 4.5 | | | [Indenture, dated as of June 30, 2021, between Registrant and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521204668/d176801dex44.htm) | | | S-3ASR | | | 4.4 | | | 6/30/2021 | | | 333-257556 | | | [added: | | |]
| 10.1 | | | [Credit [removed: Agreement,] [added: Agreement \[USD Facility\],] dated as of January [removed: 30, 2024, among](https://www.sec.gov/Archives/edgar/data/1841666/000119312524018906/d700731dex101.htm) [Registrant](https://www.sec.gov/Archives/edgar/data/1841666/000119312524018906/d700731dex101.htm)[,] [added: 15, 2025, among Registrant,] the lenders party thereto, [added: the issuing banks party thereto,] JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524018906/d700731dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex101.htm)] | | | 8-K | | | 10.1 | | | [removed: 1/30/2024] [added: 1/16/2025] | | | 001-40144 | | | [added: | | |]
| 10.2 | | | [Credit Agreement [removed: \[USD] [added: \[GBP] Facility\], dated as of January 15, 2025, among Registrant, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex102.htm)] | | | 8-K | | | [removed: 10.1] [added: 10.2] | | | 1/16/2025 | | | 001-40144 | | | [added: | | |]
| [removed: †10.4] [added: †10.3] | | | [Income Continuance Plan, as amended and restated effective as of March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex102.htm) | | | 8-K12B | | | 10.2 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| [removed: †10.5] [added: †10.4] | | | [Executive Termination Policy, as amended and restated effective as of March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex103.htm) | | | 8-K12B | | | 10.3 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| [removed: †10.6] [added: †10.5] | | | [2016 Omnibus Compensation Plan, dated February 3, 2016, effective May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000119312516591733/d169299dex101.htm) | | | 8-K | | | 10.1 | | | 5/16/2016 | | | 001-04300 | | | [added: | | |]
| [removed: †10.7] [added: †10.8] | | | [First Amendment to [removed: the](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1013201910-k.htm) [2016] [added: the 2011] Omnibus [added: Equity] Compensation Plan, dated July 29, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1013201910-k.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm)] | | | 10-K | | | [removed: 10.13] [added: 10.15] | | | 2/28/2020 | | | 001-04300 | | | [added: | | |]
| [removed: †10.8] [added: †10.6] | | | [Second Amendment to [removed: the](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex106.htm) [2016] [added: the 2016] Omnibus Compensation Plan, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex106.htm) | | | 8-K12B | | | 10.6 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| [removed: †10.9] [added: †10.7] | | | [2011 Omnibus Equity Compensation Plan, as amended and restated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex101.htm) | | | 10-Q | | | 10.1 | | | 8/4/2016 | | | 001-04300 | | | [added: | | |]
| [removed: †10.11] [added: †10.9] | | | [Second Amendment to [removed: the](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex105.htm) [2011] [added: the 2011] Omnibus Equity Compensation Plan, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex105.htm) | | | 8-K12B | | | 10.5 | | | 3/1/2021 | | | 001-40144 | | | [added: | | |]
| [removed: †10.12] [added: †10.10] | | | [Deferred Delivery Plan, as amended and restated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex103.htm) | | | 10-Q | | | 10.3 | | | 8/4/2016 | | | 001-04300 | | | [added: | | |]
| [removed: †10.13] [added: †10.11] | | | [Non-Employee Directors’ Compensation Plan, as amended and restated September 12, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000025/apa2023q3exhibit101.htm) | | | 10-Q | | | 10.1 | | | 11/2/2023 | | | 001-40144 | | | [added: | | |]
| [removed: †10.14] [added: †10.12] | | | [Outside Directors’ Retirement Plan, as amended and restated July 16, 2014, effective June 30, 2014.](https://www.sec.gov/Archives/edgar/data/6769/000119312514302538/d742540dex105.htm) | | | 10-Q | | | 10.5 | | | 8/8/2014 | | | 001-04300 | | | [added: | | |]
| [removed: †10.15] [added: †10.13] | | | [Non-Employee Directors’ Restricted Stock Units Program, [removed: as amended and restated] [added: effective] May [removed: 14, 2015,] [added: 12, 2016,] pursuant to [removed: the](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm) [2011] [added: the 2016] Omnibus [removed: Equity] Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000119312515281508/d91694dex106.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm)] | | | 10-Q | | | [removed: 10.6] [added: 10.4] | | | [removed: 8/7/2015] [added: 8/4/2016] | | | 001-04300 | | | [added: | | |]
| [removed: †10.16] [added: †10.14] | | | [removed: [Non-Employee] [added: [Outside] Directors’ [removed: Restricted Stock Units] [added: Deferral] Program, effective May 12, 2016, pursuant to [removed: the](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm) [2016] [added: the 2016] Omnibus Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex104.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm)] | | | 10-Q | | | [removed: 10.4] [added: 10.5] | | | 8/4/2016 | | | 001-04300 | | | [added: | | |]
| †10.19 | | | [Form of [removed: 2021] [added: 2025] Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1043202010-k.htm)] [added: 9, 2025.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex101.htm)] | | | [removed: 10-K] [added: 8-K] | | | [removed: 10.43] [added: 10.1] | | | [removed: 2/26/2021] [added: 1/10/2025] | | | [removed: 001-04300] [added: 001-40144] | | | [added: | | |]
| [removed: †10.20] [added: †10.16] | | | [Form [removed: of 2021 Cash-Based] [added: of](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1043.htm) [Cash-Based] Restricted Stock Unit Award Agreement (2016 Omnibus Compensation [removed: Plan), dated January 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1044202010-k.htm)] [added: Plan)](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1043.htm).] | | | 10-K | | | [removed: 10.44] [added: 10.43] | | | [removed: 2/26/2021] [added: 2/23/2023] | | | [removed: 001-04300] [added: 001-40144] | | | [added: | | |]
| [removed: †10.21] [added: †10.17] | | | [Form [removed: of 2021 Cash-Based Restricted] [added: of](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1044.htm) [Restricted] Stock Unit Award Agreement (2016 Omnibus Compensation [removed: Plan), dated January 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1045202010-k.htm)] [added: Plan)](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1044.htm).] | | | 10-K | | | [removed: 10.45] [added: 10.44] | | | [removed: 2/26/2021] [added: 2/23/2023] | | | [removed: 001-04300] [added: 001-40144] | | | [added: | | |]
| [removed: †10.22] [added: †10.20] | | | [Form [removed: of 2021 Restricted Stock Unit] [added: of](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm) [Stock Option] Award Agreement (2016 Omnibus Compensation [removed: Plan), dated January 5, 2021.](https://www.sec.gov/Archives/edgar/data/6769/000167337921000007/apaexhibit1046202010-k.htm)] [added: Plan)](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm).] | | | [removed: 10-K] [added: 8-K] | | | [removed: 10.46] [added: 10.2] | | | [removed: 2/26/2021] [added: 1/10/2025] | | | [removed: 001-04300] [added: 001-40144] | | | [added: | | |]
| [removed: †10.26] [added: †10.15] | | | [Form of [removed: 2022] [added: 2023] Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 4, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522004030/d272647dex101.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000119312523003557/d447422dex101.htm)] | | | 8-K | | | 10.1 | | | [removed: 1/7/2022] [added: 1/6/2023] | | | 001-40144 | | | [added: | | |]
| [removed: †10.27] [added: †10.18] | | | [Form of [removed: 2022 Cash-Based Restricted Stock Unit Award] [added: 2024 Performance Share Program] Agreement (2016 Omnibus Compensation Plan), dated January [removed: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1041.htm)] [added: 8, 2024.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524007137/d691143dex101.htm)] | | | [removed: 10-K] [added: 8-K] | | | [removed: 10.41] [added: 10.1] | | | [removed: 2/22/2022] [added: 1/12/2024] | | | 001-40144 | | | [added: | | |]
| [removed: †10.29] [added: *†10.21] | | | [Form of [removed: 2022 Restricted Stock Unit Award] [added: 2026 Performance Share Program] Agreement (2016 Omnibus Compensation Plan), dated January [removed: 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1043.htm)] [added: 6, 2026.](https://www.sec.gov/Archives/edgar/data/1841666/000184166626000015/ex1021-2026xperformancesha.htm)] | | | [removed: 10-K] | | | [removed: 10.43] | | | [removed: 2/22/2022] | | | [removed: 001-40144] | | | [added: | | |]
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| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | |
| EXHIBIT NO. | | | DESCRIPTION | | | Form | | | Exhibit | | | Filing Date | | | SEC File No. | | | | | |
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| 2.1 | | | [Agreement and Plan of Merger, dated as of January 3, 2024, by and among Registrant, Astro Comet Merger Sub Corp., and Callon Petroleum Company.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524002515/d680825dex21.htm) | | | 8-K | | | 2.1 | | | 1/4/2024 | | | 001-40144 | | |
| 4.6 | | | [Form of Guarantee, dated as of January 10, 2025, made by Apache Corporation in favor of the Holders of Registrant’s Notes subject thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex43.htm) | | | 8-K | | | 4.3 | | | 1/10/2025 | | | 001-40144 | | |
| 4.7 | | | [Registration Rights Agreement, dated as of January 10, 2025, among Registrant, Apache Corporation, and J.P. Morgan Securities LLC, as representative of the initial purchasers named in the Purchase Agreement.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004548/d784970dex44.htm) | | | 8-K | | | 4.4 | | | 1/10/2025 | | | 001-40144 | | |
| 4.8 | | | [Registration Rights Agreement, dated as of January 10, 2025, among Registrant, Apache Corporation, and the Dealer Managers named therein.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004548/d784970dex45.htm) | | | 8-K | | | 4.5 | | | 1/10/2025 | | | 001-40144 | | |
| 4.9 | | | [Form of 6.10% Notes due 2035.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex46.htm) | | | 8-K | | | 4.6 | | | 1/10/2025 | | | 001-40144 | | |
| 4.10 | | | [Form of 6.75% Notes due 2055.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex47.htm) | | | 8-K | | | 4.7 | | | 1/10/2025 | | | 001-40144 | | |
| 4.11 | | | [Form of 7.70% Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex48.htm) | | | 8-K | | | 4.8 | | | 1/10/2025 | | | 001-40144 | | |
| 4.12 | | | [Form of 7.95% Notes due 2026.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex49.htm) | | | 8-K | | | 4.9 | | | 1/10/2025 | | | 001-40144 | | |
| 4.13 | | | [Form of 4.875% Notes due 2027.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex410.htm) | | | 8-K | | | 4.10 | | | 1/10/2025 | | | 001-40144 | | |
| 4.14 | | | [Form of 4.375% Notes due 2028.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex411.htm) | | | 8-K | | | 4.11 | | | 1/10/2025 | | | 001-40144 | | |
| 4.15 | | | [Form of 7.75% Notes due December 15, 2029.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex412.htm) | | | 8-K | | | 4.12 | | | 1/10/2025 | | | 001-40144 | | |
| 4.16 | | | [Form of 4.250% Notes due 2030.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex413.htm) | | | 8-K | | | 4.13 | | | 1/10/2025 | | | 001-40144 | | |
| 4.17 | | | [Form of 6.000% Notes due 2037.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex414.htm) | | | 8-K | | | 4.14 | | | 1/10/2025 | | | 001-40144 | | |
| 4.18 | | | [Form of 5.100% Notes due 2040.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex415.htm) | | | 8-K | | | 4.15 | | | 1/10/2025 | | | 001-40144 | | |
| 4.19 | | | [Form of 5.250% Notes due 2042.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex416.htm) | | | 8-K | | | 4.16 | | | 1/10/2025 | | | 001-40144 | | |
| 4.20 | | | [Form of 4.750% Notes due 2043.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex417.htm) | | | 8-K | | | 4.17 | | | 1/10/2025 | | | 001-40144 | | |
| 4.21 | | | [Form of 4.250% Notes due 2044.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex418.htm) | | | 8-K | | | 4.18 | | | 1/10/2025 | | | 001-40144 | | |
| 4.22 | | | [Form of 7.375% Debentures due 2047.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex419.htm) | | | 8-K | | | 4.19 | | | 1/10/2025 | | | 001-40144 | | |
| 4.23 | | | [Form of 5.350% Notes due 2049.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex420.htm) | | | 8-K | | | 4.20 | | | 1/10/2025 | | | 001-40144 | | |
| 4.24 | | | [Form of 7.625% Debentures due 2096.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525004548/d784970dex421.htm) | | | 8-K | | | 4.21 | | | 1/10/2025 | | | 001-40144 | | |
| 10.3 | | | [Credit Agreement \[GBP Facility\], dated as of January 15, 2025, among Registrant, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto.](https://www.sec.gov/Archives/edgar/data/1841666/000119312525007468/d878789dex102.htm) | | | 8-K | | | 10.2 | | | 1/16/2025 | | | 001-40144 | | |
| †10.10 | | | [First Amendment to the](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm) [2011 Omnibus Equity Compensation Plan, dated July 29, 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1015201910-k.htm) | | | 10-K | | | 10.15 | | | 2/28/2020 | | | 001-04300 | | |
| †10.17 | | | [Outside Directors’ Deferral Program, effective May 12, 2016, pursuant to the](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm) [2016 Omnibus Compensation Plan.](https://www.sec.gov/Archives/edgar/data/6769/000167337916000013/apaq22016ex105.htm) | | | 10-Q | | | 10.5 | | | 8/4/2016 | | | 001-04300 | | |
| †10.18 | | | [Amendment of Stock Option Grant Agreement, dated July 29, 2019.](https://www.sec.gov/Archives/edgar/data/6769/000173303720000004/apaexhibit1054201910-k.htm) | | | 10-K | | | 10.54 | | | 2/28/2020 | | | 001-04300 | | |
| †10.23 | | | [Amendment of Restricted Stock Unit Award Agreement, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex107.htm) | | | 8-K12B | | | 10.7 | | | 3/1/2021 | | | 001-40144 | | |
| †10.24 | | | [Amendment of Performance Share Grant Agreement, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex108.htm) | | | 8-K12B | | | 10.8 | | | 3/1/2021 | | | 001-40144 | | |
| †10.25 | | | [Amendment of Stock Option Grant Agreement, dated March 1, 2021.](https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex109.htm) | | | 8-K12B | | | 10.9 | | | 3/1/2021 | | | 001-40144 | | |
| †10.28 | | | [Form of 2022 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 4, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000178403122000009/apa2021exhibit1042.htm) | | | 10-K | | | 10.42 | | | 2/22/2022 | | | 001-40144 | | |
| †10.30 | | | [Amendment of Restricted Stock Unit Award Agreement, dated February 22, 2022.](https://www.sec.gov/Archives/edgar/data/1841666/000119312522050093/d243810dex101.htm) | | | 8-K | | | 10.1 | | | 2/23/2022 | | | 001-40144 | | |
| †10.31 | | | [Form of 2023 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 4, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000119312523003557/d447422dex101.htm) | | | 8-K | | | 10.1 | | | 1/6/2023 | | | 001-40144 | | |
| †10.32 | | | [Form of 2023 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 4, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1043.htm) | | | 10-K | | | 10.43 | | | 2/23/2023 | | | 001-40144 | | |
| †10.33 | | | [Form of 2023 Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 4, 2023.](https://www.sec.gov/Archives/edgar/data/1841666/000178403123000007/apa202210kexhibit1044.htm) | | | 10-K | | | 10.44 | | | 2/23/2023 | | | 001-40144 | | |
| †10.34 | | | [Form of 2024 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/1841666/000119312524007137/d691143dex101.htm) | | | 8-K | | | 10.1 | | | 1/12/2024 | | | 001-40144 | | |
| †10.35 | | | [Form of 2024 Cash-Based Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/0001841666/000178403124000003/apa202310-kexhibit1039.htm) | | | 10-K | | | 10.39 | | | 2/22/2024 | | | 001-40144 | | |
| †10.36 | | | [Form of 2024 Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 8, 2024.](https://www.sec.gov/Archives/edgar/data/0001841666/000178403124000003/apa202310-kexhibit1040.htm) | | | 10-K | | | 10.40 | | | 2/22/2024 | | | 001-40144 | | |
| †10.37 | | | [F](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex101.htm)[orm of 2025 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 9, 2025.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex101.htm) | | | 8-K | | | 10.1 | | | 1/10/2025 | | | 001-40144 | | |
| †10.38 | | | [F](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm)[orm of 2025](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm) [Stock Option Award Agreement (2016 Omnibus Compensation Plan), dated January](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm) [9, 2025.](https://www.sec.gov/Archives/edgar/data/0001841666/000119312525004197/d836159dex102.htm) | | | 8-K | | | 10.2 | | | 1/10/2025 | | | 001-40144 | | |
| *†10.39 | | | [F](https://www.sec.gov/Archives/edgar/data/1841666/000204026625000007/ex1039-2025rsuofficersx10xk.htm)[orm of 2025 Restricted Stock Unit Award Agreement (2016 Omnibus Compensation Plan), dated January 9, 2025.](https://www.sec.gov/Archives/edgar/data/1841666/000204026625000007/ex1039-2025rsuofficersx10xk.htm) | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 57 rewritten, all 40 added and all 40 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
692 rewritten, 353 added, 342 removed, 1,331 unchanged
Dated: February [removed: 28, 2025][added: 26, 2026]
[removed: Hoyt,] [added: Rayphole,] and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this report and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof.
| /s/ John J. Christmann IV John J. Christmann IV | | | | | | Director and Chief Executive Officer (principal executive officer) | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ [removed: Stephen J. Riney Stephen J. Riney] [added: Ben C. Rodgers Ben C. Rodgers] | | | | | | [added: Executive Vice] President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ [removed: Rebecca A. Hoyt Rebecca A. Hoyt] [added: Robert P. Rayphole Robert P. Rayphole] | | | | | | [removed: Senior] Vice President, Chief Accounting Officer, and Controller (principal accounting officer) | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Annell R. Bay Annell R. Bay | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Matthew R. Bob Matthew R. Bob | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Juliet S. Ellis Juliet S. Ellis | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Kenneth M. Fisher Kenneth M. Fisher | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Charles W. Hooper Charles W. Hooper | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Chansoo Joung Chansoo Joung | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ H. Lamar McKay H. Lamar McKay | | | | | | Independent, Non-Executive Chair of the Board and Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Peter A. Ragauss Peter A. Ragauss | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ David L. Stover David L. Stover | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
| /s/ Anya Weaving Anya Weaving | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 26, 2026] | | |
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control – Integrated Framework (2013).* Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
| [removed: *President] [added: *Executive Vice President] and Chief Financial Officer* | | |
| [removed: *Senior Vice] [added: *Vice] President, Chief Accounting Officer and Controller* | | |
We have audited APA Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, APA Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance [removed: sheet] [added: sheets] of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related statements of consolidated operations, comprehensive income, [removed: cash flows and] changes in equity and noncontrolling interest [added: and cash flows] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 28, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.
We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of APA Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related statements of consolidated operations, comprehensive income, [removed: cash flows and] changes in equity and noncontrolling interest [added: and cash flows] for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework*] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | | | | At December 31, [removed: 2024,] [added: 2025,] the [added: net] carrying value of the Company’s property and equipment was [removed: $12,646] [added: $12,748] million, and depreciation, depletion and amortization (DD&A) expense was [removed: $2,266] [added: $2,304] million for the year then ended. As described in Note 1, the Company follows the successful efforts method of accounting for its oil and gas properties. DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method based on proved oil and gas reserves, as estimated by the Company’s internal reservoir engineers. | | |
| | | | | | | Proved oil and gas reserves are those quantities of natural gas, crude oil, condensate, and natural gas liquids, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Judgment is required by the Company’s internal reservoir engineers in estimating oil and gas reserves. Estimating proved oil and gas reserves requires the selection of inputs, including historical production, oil and gas price assumptions, and operating costs, among others. Because of the complexity involved in estimating oil and gas reserves, management engaged independent petroleum engineers to audit the proved oil and gas reserve estimates prepared by the Company’s internal reservoir engineers for select properties as of December 31, [removed: 2024.] [added: 2025.] Auditing the Company’s DD&A calculations is complex because of the use of the work of the internal reservoir engineers and the independent petroleum engineers. | | |
| *Description of the Matter* | | | | | | At December 31, [removed: 2024,] [added: 2025,] the asset retirement obligation (ARO) balance totaled [removed: $2,694] [added: $2,880] million. As further described in Note [removed: 8,] [added: 7,] the Company’s ARO reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and gas properties and other long-lived assets. The estimation of the ARO related to the North Sea segment requires significant judgment given the magnitude of the expected retirement costs. Auditing the Company’s ARO for the North Sea segment is complex and highly judgmental because of the significant estimation required by management in determining the obligation. In particular, the estimate was sensitive to retirement cost estimates, which are affected by expectations about future market and economic conditions. | | |
| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over its ARO estimation process, including management’s review of the significant assumptions that have a material effect on the determination of the obligation. To test the ARO for the North Sea segment, our audit procedures included, among others, assessing the significant assumptions and inputs used in the valuation, such as retirement cost estimates. For example, we evaluated retirement cost estimates by comparing the Company’s estimates to underlying third party [removed: evidence or market information.] [added: evidence.] We also involved our internal specialists in testing the underlying retirement cost estimates. | | |
| [removed: | | | | | | Accounting for] [added: Current] decommissioning contingency for sold Gulf of America [removed: properties] [added: properties] | | | [added: | | | 99 | | | | | | 88 | | |]
| | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]
| | | | | | | 2024 | | | | | | 2023 | | | | | | [removed: 2022] | | |
| Oil, natural gas, and natural gas liquids production [removed: revenues(1)] [added: revenues] | | | | | | $ | [removed: 8,196] [added: 7,229] | | | | | $ | [removed: 7,385] [added: 8,196] | | | | | $ | [removed: 9,220] [added: 7,385] | |
| Purchased oil and gas [removed: sales(1)] [added: sales] | | | | | | [removed: 1,541] [added: 1,691] | | | | | | [removed: 894] [added: 1,541] | | | | | | [removed: 1,855] [added: 894] | | |
| Total revenues | | | | | | [removed: 9,737] [added: 8,920] | | | | | | [removed: 8,279] [added: 9,737] | | | | | | [removed: 11,075] [added: 8,279] | | |
| Derivative instrument gains (losses), net | | | | | | [removed: (10)] [added: (53)] | | | | | | [removed: 99] [added: (10)] | | | | | | [removed: (114)] [added: 99] | | |
| Gain on divestitures, net | | | | | | [removed: 289] [added: 301] | | | | | | [removed: 8] [added: 289] | | | | | | [removed: 1,180] [added: 8] | | |
| [removed: Losses] [added: Gains (losses)] on previously sold Gulf of America properties | | | | | | [removed: (273)] [added: 60] | | | | | | [removed: (212)] [added: (273)] | | | | | | [removed: (157)] [added: (212)] | | |
| Other, net | | | | | | [removed: (6)] [added: (8)] | | | | | | [removed: 18] [added: (6)] | | | | | | [removed: 148] [added: 18] | | |
| | | | | | | [removed: 9,737] [added: 9,220] | | | | | | [removed: 8,192] [added: 9,737] | | | | | | [removed: 12,132] [added: 8,192] | | |
Christmann IV, Ben C.
Rodgers, and Robert P.
| /s/ Ben C. Rodgers | | |
| /s/ Robert P. Rayphole | | |
February 26, 2026
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
February 26, 2026
| Net income including noncontrolling interests | | | | | | $ | 1,692 | | | | | $ | 1,118 | | | | | $ | 3,207 | |
| Depreciation, depletion, and amortization | | | | | | 2,304 | | | | | | 2,266 | | | | | | 1,540 | | |
| Impairments | | | | | | 44 | | | | | | 1,129 | | | | | | 61 | | |
| Fixed rate debt borrowings | | | | | | 846 | | | | | | — | | | | | | — | | |
| | | | | | | 2,121 | | | | | | 3,404 | | |
| | | | | | | 12,748 | | | | | | 12,646 | | |
| | | | | | | $ | 17,761 | | | | | $ | 19,390 | |
| | | | | | | 2,571 | | | | | | 2,955 | | |
| | | | | | | 3,907 | | | | | | 4,082 | | |
| | | | | | | $ | 17,761 | | | | | $ | 19,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Compensation expense | | | | | | | | | | | | | | | — | | | | | | 26 | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | — | | | | | | 26 | | |
| BALANCE AT DECEMBER 31, 2025 | | | | | | | | | | | | | | | $ | 308 | | | | | $ | 12,816 | | | | | $ | (721) | | | | | $ | (6,320) | | | | | $ | 10 | | | | | $ | 6,093 | | | | | $ | 910 | | | | | $ | 7,003 | |
The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature and maturities of these instruments.
Allocation of Purchase Price
During 2025, the Company observed a meaningful improvement in the timing of payments from the Egyptian General Petroleum Corporation (EGPC).
As a result of more consistent remittances during the year, the Company’s outstanding receivable balance from this customer was current as of December 31, 2025.
This improvement follows several periods prior to 2025 during which EGPC payments were delayed and the receivable balance increased.
While recent collections have been timely, the Company continues to closely monitor its exposure to EGPC, as payment patterns may vary over time.
During 2025, the Company recorded $7 million of inventory impairments in the North Sea.
| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
During the year ended December 31, 2025, the Company recorded $18 million of impairments to its proved properties in Egypt.
As a result, a separate impairment analysis was performed for each of the assets within the disposal group.
For the year ended December 31, 2025, the Company recorded $1 million in impairments of GPT facilities in Egypt.
For the year ended December 31, 2025, the Company recorded an $18 million impairment for the anticipated sale of an office building.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09).
ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income from continuing operations, income tax (expense) benefit, and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among other items.
This ASU is effective for annual reporting periods beginning after December 15, 2024.
Christmann IV, Stephen J.
Riney, and Rebecca A.
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ Stephen J. Riney | | |
| /s/ Rebecca A. Hoyt | | |
February 28, 2025
| *Description of the Matter* | | | | | | At December 31, 2024, the decommissioning contingency for sold Gulf of America properties (decommissioning contingency) balance totaled $1 billion. As further described in Note 11, the Company’s decommissioning contingency reflects the estimated undiscounted potential liability to fund decommissioning of the sold Gulf of America properties. The estimation of the decommissioning contingency requires significant judgment given the magnitude and higher estimation uncertainty of the expected retirement costs. | | |
| | | | | | | Auditing the Company’s decommissioning contingency is complex and highly judgmental because of the significant estimation required by management in determining the decommissioning contingency. In particular, the estimate was sensitive to retirement cost estimates, which are subjective assumptions affected by expectations about future market and economic conditions. | | |
| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over its decommissioning contingency estimation process, including management’s review of the significant assumptions that have a material effect on the determination of the contingency. To test the decommissioning contingency, our audit procedures included, among others, assessing the significant assumptions and inputs used developing the retirement cost estimates. For example, we evaluated retirement cost estimates by comparing the Company’s estimates to market information. We also involved our internal specialists in testing the underlying retirement cost estimates. | | |
| | | | | | | Evaluation of the fair value measurement of proved oil and gas properties acquired in the Callon Petroleum business combination | | |
| *Description of the Matter* | | | | | | During 2024, the Company completed the acquisition of Callon Petroleum Company resulting in the recognition of the fair value of property and equipment of $4,502 million. As described in Note 2, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The Company applied a discounted cash flow method to estimate the fair value of the proved oil and gas properties acquired. Significant inputs to the valuation of proved oil and gas properties include estimates of future commodity prices, future production volumes, and discount rate using a market-based weighted average cost of capital. Judgment is required by the Company’s internal reservoir engineers in estimating future production quantities. Auditing the Company’s fair value measurement of the proved oil and gas properties acquired is complex because of the use of the work of the Company’s internal reservoir engineers in estimating future production and the evaluation of management’s determination of the inputs described above. In evaluating the reasonableness of management’s assessment and assumptions used, the audit testing procedures performed required a high degree of auditor judgement and additional effort, including involving internal valuation specialists. | | |
| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls to estimate the fair value of the acquired proved oil and gas properties, including management’s review of the significant assumptions used as inputs to the fair value calculations. To test the fair value of the acquired proved oil and gas properties, our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s internal reservoir engineers primarily responsible for overseeing the preparation of the future production volumes. In addition, we performed sensitivity analyses of significant assumptions, to evaluate the extent of their impact to the fair value calculation. We also involved our valuation specialists to assist with certain significant assumptions included in the fair value estimate. | | |
APA CORPORATION AND SUBSIDIARIES
| Net loss attributable to Altus Preferred Unit limited partners | | | | | | — | | | | | | — | | | | | | (70) | | |
(1) For related party transactions associated with Kinetik, refer to [Note 6—Equity Method Interest](#i032fb13cb6e849d4a790802e7b3e230a_193) for further detail.
| Comprehensive loss attributable to Altus Preferred Unit limited partners | | | | | | — | | | | | | — | | | | | | (70) | | |
| Deconsolidation of Altus cash and cash equivalents | | | | | | — | | | | | | — | | | | | | (143) | | |
| | | | | | | 3,404 | | | | | | 2,462 | | |
| | | | | | | 12,646 | | | | | | 10,038 | | |
| Equity method interests ([Note 6](#i032fb13cb6e849d4a790802e7b3e230a_193)) | | | | | | — | | | | | | 437 | | |
| | | | | | | $ | 19,390 | | | | | $ | 15,244 | |
| | | | | | | 2,955 | | | | | | 2,404 | | |
| | | | | | | 4,082 | | | | | | 3,963 | | |
| BALANCE AT DECEMBER 31, 2021 | | | | | | $ | 712 | | | | | | | | $ | 262 | | | | | $ | 11,645 | | | | | $ | (9,488) | | | | | $ | (4,036) | | | | | $ | 22 | | | | | $ | (1,595) | | | | | $ | 878 | | | | | $ | (717) | |
| Net income attributable to noncontrolling interest – Altus | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 14 | | |
| Net income attributable to Altus Preferred Unit limited partners | | | | | | (70) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Deconsolidation of Altus | | | | | | (642) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (72) | | | | | | (72) | | |
| Net income attributable to noncontrolling interest – Egypt | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 352 | | | | | | 352 | | |
| Net income attributable to noncontrolling interest – Egypt | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 314 | | | | | | 314 | | |
Prior to the BCP Business Combination defined below, the Company’s midstream business was operated by Altus Midstream Company (ALTM) through its subsidiary Altus Midstream LP (collectively, Altus).
On February 22, 2022, ALTM closed a transaction to combine with privately owned BCP Raptor Holdco LP (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities) in an all-stock transaction, pursuant to the Contribution Agreement entered into by and among ALTM, Altus Midstream LP, New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement).
Pursuant to the BCP Contribution Agreement, the Contributor contributed all of the equity interests of the Contributed Entities (the Contributed Interests) to Altus Midstream LP, with each Contributed Entity becoming a wholly owned subsidiary of Altus Midstream LP (the BCP Business Combination).
Upon closing the transaction, the combined entity was renamed Kinetik Holdings Inc. (Kinetik), and the Company determined that it was no longer the primary beneficiary of Kinetik.
The Company further determined that Kinetik no longer qualified as a VIE under GAAP.
As a result, the Company deconsolidated ALTM on February 22, 2022.
During the quarter ended March 31, 2024 and each of the years ended December 31, 2023 and 2022, the Company had a designated director on the Kinetik board of directors.
The Company’s designated director resigned from the Kinetik board of directors on April 3, 2024.
Investments in which the Company has significant influence, but not control, are accounted for under the equity method of accounting.
These investments are recorded separately as “Equity method interests” in the Company’s consolidated balance sheet.
The Company elected the fair value option to account for its equity method interest in Kinetik.
An excerpt. Shown here: 40 of 692 rewritten, 40 of 353 added and 40 of 342 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.