Rayphole Robert P. 4

What Happened

• Robert P. Rayphole, Vice President, CAO & Controller of APA Corp (APA), exercised/conversion of derivatives and completed a disposition to the issuer on 2026-01-28. He disposed of 720 shares at $25.36 per share for total proceeds of $18,259. The filing also shows a grant of 1,440 restricted stock units (RSUs) under the 2023 Performance Program; those RSUs are cash-settled (derivative award).

Key Details

• Transaction date: 2026-01-28; Form 4 filed 2026-01-29 (one day later).
• Sale/disposition: 720 shares disposed to the issuer at $25.36 each, totaling $18,259.
• Exercise/conversion entries: the filing records conversion/exercise of derivative instruments tied to 720-share increments.
• Grant: 1,440 performance RSUs (cash-settled) awarded; final RSU number was determined on 01/28/2026 (2023 Performance Program).
• Footnotes: F1–F2 indicate RSUs are the economic equivalent of shares but will be settled in cash only; F3 notes a tandem tax‑withholding right; F4 confirms the performance period ended 12/31/2025 and final RSU count was set 01/28/2026.
• Shares owned after the reported transactions: not disclosed in the filing.

Context

• The filing shows an exercise/conversion of derivatives followed by an immediate disposition to the issuer; the footnotes note a tandem tax‑withholding right, which commonly explains withholding or share surrender to cover taxes. The 1,440 RSUs are performance-based and will be settled in cash rather than issued as stock, so they do not increase share ownership. This is a routine insider compensation settlement rather than an outright open-market purchase.