Material Event Form 8 K

Item 1.01

Entry into a Material Definitive Agreement.

Issuance of Senior Notes

On January 7, 2025, APA Corporation, a Delaware corporation (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement") among the Company, Apache Corporation, a Delaware corporation and wholly owned subsidiary of the Company ("Apache"), as guarantor, and J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the "Initial Purchasers"), with respect to the sale and purchase of $350,000,000 aggregate principal amount of the Company's 6.10% Notes due 2035 (the "2035 Notes") and $500,000,000 aggregate principal amount of the Company's 6.75% Notes due 2055 (together with the 2035 Notes, the "Notes") in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the "Securities Act") and to persons outside the United States in accordance with Regulation S under the Securities Act. The sale of the Notes closed on January 10, 2025. Net proceeds from the sale of the Notes, after deducting the Initial Purchasers' discounts and estimated offering expenses, were approximately $839 million. The Company used the net proceeds from the sale of the Notes to fund a portion of the purchase of the Apache Tender Notes in the Tender Offers discussed below.

The terms of the Notes are governed by the Indenture, dated as of December 11, 2024, between the Company and Regions Bank, as trustee (the "2024 Indenture"). The Notes are 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 is less than $1,000,000,000 (the "Guarantee"). Copies of the form of Guarantee and the forms of the Notes of each series are filed as Exhibits 4.3, 4.6, and 4.7, respectively, to this report and incorporated herein by reference. A copy of the 2024 Indenture is included as Exhibit 4.1 to this report and incorporated herein by reference.

The Purchase Agreement includes customary representations, warranties, and covenants by the Company and Apache. It also provides for customary indemnification by each of the Company, Apache and the respective Initial Purchasers against certain liabilities arising out of or in connection with sale of the Notes, and for customary contribution provisions in respect of those liabilities.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance and sale of the Notes, the Company entered into a Registration Rights Agreement (the "New Notes Registration Rights Agreement"), dated as of January 10, 2025, among the Company, Apache, and the Initial Purchasers. Pursuant to the New Notes Registration Rights Agreement, the Company and Apache have agreed to, among other things, use their commercially reasonable efforts to (i) cause to be filed a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of the Notes for registered notes issued by the Company and guaranteed, if applicable, by Apache containing terms substantially identical in all material respects to the applicable series of Notes (except that the registered notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate) and (ii) cause such registration statement to become effective under the Securities Act.

If, among other events, the exchange offers are not completed on or prior to the 360th day following January 10, 2025, then additional interest shall accrue on the principal amount of such registrable securities at a rate of 0.25% per annum for the first 90-dayperiod beginning on the day immediately following such registration default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-dayperiod that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum).

To the extent Apache's guarantee of the registrable securities is terminated in accordance with the terms of such guarantee, the registered notes will not be guaranteed by Apache, the exchange offer and registration requirements with respect thereto will be the sole obligation of the Company, and Apache will automatically be released from all obligations under the New Notes Registration Rights Agreement.

The foregoing summary of the New Notes Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Notes Registration Rights Agreement, a copy of which is filed as Exhibit 4.4 to this report and incorporated herein by reference.

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