Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 4, 2023, the Management Development and Compensation Committee of the Board of Directors of APA Corporation (the "Company") approved a new form of Performance Share Program Agreement (the "2023 Performance Share Program Agreement"). Pursuant to the 2023 Performance Share Program Agreement, the Company will award performance shares ("Performance Shares") to the Company's executive officers under the Company's 2016 Omnibus Compensation Plan.

The 2023 Performance Share Program Agreement mirrors the Company's previous form of performance share program agreement, with the following exceptions:



     •    The 2023 Performance Share Program Agreement provides that vesting of the
          Performance Shares is based on four individually weighted measures of
          performance:



  •   Relative Total Shareholder Return ("TSR") (40%);



  •   Cash Return on Invested Capital ("CROIC") (40%);



  •   Reduce corporate greenhouse gas intensity ("GHG") (10%); and



         •   Accelerate reclamation to enhance biodiversity in the U.S.
             ("Biodiversity") (10%).



     •    The GHG performance is measured over the performance period against the
          percentage reduction compared to a previous baseline year to deliver the
          three-year reduction in GHG intensity using the calculation standards
          applicable to each country of operations.



     •    The Biodiversity performance is measured over the performance period
          against completion of reclamation activity to deliver the three-year
          efforts to reclaim areas that have enhanced biodiversity in the U.S.

The foregoing description of the 2023 Performance Share Program Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the 2023 Performance Share Program Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.        Description

10.1           Form of 2023 Performance Share Program Agreement (2016 Omnibus
             Compensation Plan), dated January 4, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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