DEBT AND FINANCING COSTS

12 Months Ended

Dec. 31, 2025

Overview

The debt of APA and Apache is senior unsecured debt and has equal priority with respect to the payment of both principal and interest.

The Company records gains and losses on extinguishment of debt in “Financing costs, net” in the Company’s statement of consolidated operations.

The following table presents the carrying value of the Company’s debt as of December 31, 2025 and 2024:


	December 31,
	2025		2024

	(In millions)

4.625% notes due 2025	$	—	$	51
7.70% notes due 2026(1)(3)	79		78
7.95% notes due 2026(1)(3)	132		132
4.875% notes due 2027(1)(2)	108		108
4.375% notes due 2028(1)(2)	315		325
7.75% notes due 2029(1)(3)(4)	232		235
4.250% notes due 2030(1)(2)	475		516
6.10% notes due 2035(2)	350		—
6.000% notes due 2037(1)(2)	433		443
5.100% notes due 2040(1)(2)	763		1,333
5.250% notes due 2042(1)(2)	244		399
4.750% notes due 2043(1)(2)	217		428
4.250% notes due 2044(1)(2)	100		211
7.375% debentures due 2047(1)(3)	150		150
5.350% notes due 2049(1)(2)	374		387
6.75% notes due 2055(2)	500		—
7.625% debentures due 2096(1)(3)	39		39
Notes and debentures before unamortized discount and debt issuance costs(5)(6)	4,511		4,835
Commercial paper	—		323
Term loan facility	—		900
Syndicated credit facilities(7)	—		10
Apache finance lease obligations	28		30
Unamortized discount	(23)		(25)
Debt issuance costs	(23)		(29)
Total debt	4,493		6,044
Current maturities	(213)		(53)
Long-term debt	$	4,280	$	5,991

(1)This series of indenture debt includes series separately issued by APA and by Apache (see “APA Exchange and Tender Offers for Apache Indenture Debt” in this Note 8 below). The indicated amount as of December 31, 2025 is an aggregate amount for APA and Apache debt of this series. The indicated amount as of December 31, 2024 is solely Apache debt of this series; there was no APA indenture debt outstanding on December 31, 2024.

(2)These notes are redeemable, in whole or in part, at the issuer’s option, subject to a make-whole premium.

(3)These notes and debentures are not redeemable, except that the 7.75% notes due 2029 for which Apache is obligated are redeemable in whole for principal and accrued interest in the event of certain Canadian tax law changes.

(4)Outstanding 7.75% notes due 2029 for which Apache is obligated were assumed by Apache in August 2017 as permitted by terms of such notes originally issued by a subsidiary and guaranteed by Apache.

(5)The aggregate amount as of December 31, 2025 is comprised of $3.6 billion for APA notes and debentures and $932 million for Apache notes and debentures. The aggregate amount as of December 31, 2024 is comprised solely of Apache indenture debt; there was no APA indenture debt on December 31, 2024.

(6)The fair values of the notes and debentures were $4.3 billion and $4.4 billion as of December 31, 2025 and 2024, respectively. The Company uses a market approach to determine the fair value of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).

(7)The carrying amount of borrowings on credit facilities approximates fair value because the interest rates are variable and reflective of market rates.

Maturities for the Company’s notes and debentures excluding discount and debt issuance costs as of December 31, 2025 are as follows:


	(In millions)
2026	$	211
2027	108
2028	315
2029	232
2030	475
Thereafter	3,170
Notes and debentures, excluding discounts and debt issuance costs	$	4,511

Financing Costs, Net

The following table presents the components of the Company’s financing costs, net:


	For the Year Ended December 31,
	2025		2024		2023

	(In millions)
Interest expense	$	323	$	402	$	351
Amortization of debt issuance costs	7		6		4
Capitalized interest	(45)		(29)		(24)
Gain on extinguishment of debt	(147)		—		(9)
Interest income	(25)		(12)		(10)
Financing costs, net	$	113	$	367	$	312

Indenture Debt Activity

On August 20, 2025, Apache redeemed the outstanding $51 million principal amount of 4.625% Notes due 2025, at a redemption price equal to 100 percent of their principal amount, plus accrued and unpaid interest to the redemption date.

During 2025, the Company purchased in the open market and had canceled indebtedness issued under indentures of APA and Apache in an aggregate principal amount of $122 million for an aggregate purchase price of $112 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $13 million. The Company recognized a $12 million gain on these repurchases. The repurchases were partially financed by APA’s borrowing under the Company’s commercial paper program. Refer to discussion of APA exchange and tender offers for Apache indenture debt below for further details regarding the gain on extinguishment of debt during the quarter ended March 31, 2025.

During 2023, Apache purchased in the open market and canceled senior notes issued under its indentures in an aggregate principal amount of $74 million for an aggregate purchase price of $65 million in cash, including accrued interest and broker fees, reflecting a discount to par of an aggregate $10 million. The Company recognized a $9 million gain on these repurchases. The repurchases were partially financed by Apache’s borrowing under the Company’s US dollar-denominated revolving credit facility.

The indentures under which APA has issued senior notes and debentures restrict it from issuing or guaranteeing certain secured indebtedness, consolidating with or merging into another person, and transferring or leasing its properties and assets as an entirety or substantially as an entirety to any person. Indentures of APA and Apache do not contain prepayment obligations in the event of a decline in credit ratings. In connection with the transactions summarized below under “APA Exchange and Tender Offers for Apache Indenture Debt”, Apache’s indentures were amended on January 10, 2025 to remove certain restrictive and reporting covenants, except those applicable to certain notes maturing in 2026 and 2027.

APA Exchange and Tender Offers for Apache Indenture Debt

On January 10, 2025, the Company settled its private exchange and cash tender offers for certain notes and debentures issued by Apache under its indentures. The Company also then settled its private offering of new notes to fund in part its purchase of Apache notes in APA’s cash tender offers. In settling these offerings pursuant to their respective terms:

•APA issued new notes and debentures under its indentures in aggregate principal amounts of (i) $2.5 billion in exchange for Apache notes and debentures tendered and accepted in APA’s exchange offers, (ii) $203 million in exchange for Apache notes tendered in the cash tender offers in excess of the stated maximum purchase amount or series caps, and (iii) $850 million in the new notes offering, comprised of $350 million aggregate principal amount of APA’s 6.10% Notes due 2035 and $500 million aggregate principal amount of APA’s 6.75% Notes due 2055.

•In addition to issuing the APA notes in the exchange offers, APA paid a total of $2.5 million in cash as part of the exchange consideration.

•APA paid a total of $869 million in cash in the tender offers (comprised of tender offer consideration, exchange consideration for tendered notes exchanged, early participation premium, and accrued interest) for the aggregate $1 billion in principal amount of Apache notes tendered and accepted in the cash tender offers. The Company recognized a gain of $135 million on these purchases, including broker fees and loan costs.

•Net proceeds from the sale of the notes in APA’s new notes offering, after deducting the initial purchasers’ discounts and estimated offering expenses, were approximately $839 million and used to fund in part APA’s purchase of Apache notes in APA’s cash tender offers.

•Each series of APA notes and debentures issued in settlement of the exchange and tender offers had the same interest rate, maturity date, and interest payment dates and the same optional redemption prices (if any) as the corresponding series of Apache notes and debentures for which they were exchanged.

•Each series of APA notes and debentures issued in settlement of the exchange and tender offers and new notes offering were fully and unconditionally guaranteed by Apache until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures was less than $1 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on May 16, 2025.

•APA entered into two registration rights agreements pursuant to which APA agreed to register under the Securities Act of 1933, as amended, the notes and debentures that APA issued in the exchange and tender offers and new notes offering (collectively, the Unregistered Notes). On September 18, 2025, APA settled registered exchange offers for the Unregistered Notes, issuing registered notes and debentures in the same aggregate principal amount as the Unregistered Notes accepted for exchange and canceled and otherwise on terms substantially identical in all material respects to the applicable series of Unregistered Notes. Of the $3.6 billion aggregate principal amount of Unregistered Notes covered by the registered exchange offers, 99 percent was exchanged for registered notes and debentures, and the remaining Unregistered Notes remained outstanding.

Unsecured 2025 Committed Bank Credit Facilities

On January 15, 2025, the Company entered into two unsecured syndicated credit agreements for general corporate purposes:

•One agreement is denominated in US dollars (the 2025 USD Agreement) and provides for an unsecured five-year revolving credit facility for loans and letters of credit, with aggregate commitments of US$2.0 billion (including a letter of credit subfacility of up to US$750 million, of which US$250 million currently is committed). APA may increase commitments up to an aggregate US$2.5 billion by adding new lenders or obtaining the consent of any increasing existing lenders. This facility matures in January 2030, subject to the Company’s two, one-year extension options.

•The second agreement is denominated in pounds sterling (the 2025 GBP Agreement) and provides for an unsecured five-year revolving credit facility, with aggregate commitments of £1.5 billion for loans and letters of credit. This facility matures in January 2030, subject to the Company’s two, one-year extension options.

Apache guaranteed obligations under each of the 2025 USD Agreement and 2025 GBP Agreement (each, a 2025 Agreement) effective until the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures first was less than US$1.0 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on May 16, 2025.

The 2025 Agreements replaced on substantially the same terms two syndicated credit agreements that the Company entered in April 2022, one of which was denominated in US dollars with aggregate commitments of US$1.8 billion (the 2022 USD Agreement) and second of which was denominated in pounds sterling with aggregate commitments of £1.5 billion (the 2022 GBP Agreement). On January 15, 2025, the Company terminated commitments under both the 2022 USD Agreement and 2022 GBP Agreement in connection with entry into the 2025 Agreements.

As of December 31, 2025, there were no borrowings or letters of credit outstanding under the 2025 USD Agreement and no borrowings and an aggregate £1.0 million in letters of credit outstanding under the 2025 GBP Agreement. As of December 31, 2024, there were $10 million of borrowings and no letters of credit outstanding under the 2022 USD Agreement and no borrowings and an aggregate £303 million in letters of credit outstanding under the 2022 GBP Agreement.

All borrowings under the 2025 USD Agreement bear interest at one of two per annum rate options selected by the borrower, being either an alternate base rate (as defined), plus a margin varying from 0.0% to 0.675% (Base Rate Margin), or an adjusted term SOFR rate (as defined), plus a margin varying from 1.00% to 1.675% (Applicable Margin). All borrowings under the 2025 GBP Agreement bear interest with respect to any business day at an adjusted rate per annum determined by reference to the Sterling Overnight Index Average with respect to such business day published by the Bank of England, plus the Applicable Margin.

Each 2025 Agreement also requires the borrower to pay quarterly (i) a facility fee on total commitments at a per annum rate that varies from 0.125% to 0.325% and (ii) a commission on the face amount of each outstanding letter of credit at a per annum rate equal to the Applicable Margin then in effect. Customary letter of credit fronting fees and other charges are payable to issuing banks.

Margins and facility fees are at varying rates per annum determined by reference to the senior, unsecured, non-credit enhanced, long-term indebtedness for borrowed money of APA (Long-Term Debt Rating). The current Base Rate Margin is 0.30%, the Applicable Margin is 1.30%, and the facility fee is 0.20%.

Borrowers under each 2025 Agreement, which include certain subsidiaries of APA, may borrow, prepay, and reborrow loans and obtain letters of credit, and APA may obtain letters of credit for the account of its subsidiaries, in each case subject to representations and warranties, covenants, and events of default, such as:

•A financial covenant requires APA to maintain an adjusted debt-to-capital ratio of not greater than 65% at the end of any fiscal quarter.

•A negative covenant restricts the ability of APA and its subsidiaries to create liens securing debt on their hydrocarbon-related assets, with customary exceptions and exceptions for liens on subsidiary assets located outside of the U. S. and Canada; liens on assets also are permitted if debt secured thereby does not exceed 15% of APA’s consolidated net tangible assets.

•Negative covenants restrict APA’s ability to merge with another entity unless it is the surviving entity, a borrower’s disposition of substantially all of its assets, prohibitions on the ability of certain subsidiaries to make payments to borrowers, and guarantees by APA or certain subsidiaries of debt of non-consolidated entities in excess of the stated threshold.

•Lenders may accelerate payment maturity and terminate lending and issuance commitments for nonpayment and other breaches; if a borrower or certain subsidiaries defaults on other indebtedness in excess of the stated threshold, has any unpaid, non-appealable judgment against it for payment of money in excess of the stated threshold, or has specified pension plan liabilities in excess of the stated threshold; or APA undergoes a specified change in control. Such acceleration and termination are automatic upon specified insolvency events of a borrower or certain subsidiaries.

The 2025 Agreements do not require collateral, do not have a borrowing base, do not permit lenders to accelerate maturity or refuse to lend based on unspecified material adverse changes, and do not have borrowing restrictions or prepayment obligations in the event of a decline in credit ratings.

The Company was in compliance with the terms of the 2025 Agreements as of December 31, 2025.

Uncommitted Lines of Credit

Each of the Company and Apache, from time to time, has and uses uncommitted credit and letter of credit facilities for working capital and credit support purposes. As of December 31, 2025 and 2024, there were no outstanding borrowings under these facilities. As of December 31, 2025, there were £901 million and $10 million in letters of credit outstanding under these facilities. As of December 31, 2024, there were £640 million and $11 million in letters of credit outstanding under these facilities.

Commercial Paper Program

The Company has a commercial paper program under which it from time to time may issue in private placements exempt from registration under the Securities Act short-term unsecured promissory notes (CP Notes) up to a maximum aggregate face amount of $2.0 billion outstanding at any time. The program was established in December 2023, and the maximum aggregate face amount of CP Notes issuable thereunder was increased to $2.0 billion from $1.8 billion on June 20, 2025. The maturities of CP Notes may vary but may not exceed 397 days from the date of issuance. Outstanding CP Notes are supported by available borrowing capacity under the Company’s committed revolving credit facilities for general corporate purposes, which as of December 31, 2025, included the $2.0 billion 2025 USD Agreement.

Payment of CP Notes was unconditionally guaranteed on an unsecured basis by Apache, such guarantee effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures was less than US$1.0 billion, which occurred in May 2025, after which Apache’s guarantees were terminated in accordance with their terms on June 20, 2025.

The CP Notes are sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.

As of December 31, 2025, the Company had no CP Notes outstanding. As of December 31, 2024, the Company had $323 million in aggregate face amount of CP Notes outstanding, which was classified as long-term debt.

Unsecured Committed Term Loan Facility

On January 30, 2024, APA entered into a syndicated credit agreement providing for committed senior unsecured delayed-draw term loans to APA, the proceeds of which could be used to refinance certain indebtedness of Callon.

On April 1, 2024, APA acquired Callon and borrowed $1.5 billion under this credit agreement maturing April 1, 2027, of which $900 million remained outstanding as of December 31, 2024. APA fully prepaid this credit agreement on March 10, 2025. The repayment was partially financed with borrowings under APA’s 2025 USD Agreement and commercial paper program.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

APA Corp 10-K