--- ticker: APA company: APA filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 1 risks_removed: 6 risks_modified: 1 risks_unchanged: 38 source: SEC EDGAR url: https://riskdiff.com/apa/2025-vs-2024/ markdown_url: https://riskdiff.com/apa/2025-vs-2024/index.md generated: 2026-05-10 --- # APA: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-10 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > APA's 2025 risk factor disclosures reflect the completion of its Callon merger, with six merger-related risks removed including conditions to closing, integration challenges, and litigation exposure. A new risk was added regarding limitations on realizing deferred tax assets tied to reserve and ARO changes. The modified risk on dividend and share repurchase limitations suggests APA refined its disclosure around capital allocation constraints, likely reflecting post-merger financial considerations. --- ## Summary | Status | Count | |--------|-------| | New risks added | 1 | | Risks removed | 6 | | Risks modified | 1 | | Unchanged | 38 | --- ## New in Current Filing: The Company's ability to realize its deferred tax assets may be limited if it experiences changes in expected future cash flows related to reserves or ARO. As described in Note 10 - Income Taxes 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. Future changes in expected cash outflows for ARO or inflows from reserves could impact the Company's ability to realize its deferred tax assets in future periods. --- ## No Match in Current: The guidance upon which the Company's consumptive water use reporting was modified and could be revised in the future, resulting in the over or underreporting of the Company's consumptive water use. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* In 2022, the Company modified the way it reports its water data compared to previous years and restated its data from prior years. Previously, the Company included produced water usage in its consumptive use calculations, which led to an over-reporting of consumptive water use. Based on re-evaluation of water reporting definitions and guidance, the Company determined that produced water (non-potable water released from deep underground formations and brought to the surface during oil and gas exploration and production) should not be classified as consumed in the same sense as fresh water. The Company's revised reporting now reflects only fresh water and non-potable water from surface water or shallow groundwater that are consumed in oil and gas operations. --- ## No Match in Current: The merger is subject to a number of conditions to the obligations of both the Company and Callon to complete the merger, including approval of the Company and Callon stockholders and regulatory clearance, which may impose unacceptable conditions or could delay completion of the merger or result in termination of the Merger Agreement. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* On January 3, 2024, the Company entered into a definitive agreement (the Merger Agreement) to acquire Callon. The respective obligations of each of the Company and Callon to consummate the merger are subject to the satisfaction at or prior to the closing of numerous conditions, including the approval of both the Company's and Callon's stockholders, the absence of any law or order prohibiting the consummation of the merger, and the expiration or termination of the waiting period (and any extension of such period) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Many of the 28 28 28 conditions to completion of the merger are not within either the Company's or Callon's control, and the Company cannot predict when, or if, these conditions will be satisfied. Furthermore, the requirement for obtaining the required regulatory clearances could delay the completion of the merger for a significant period of time or prevent it from occurring. Regulators may seek to enjoin the completion of the merger, seek divestiture of substantial assets of the parties, or require the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. --- ## No Match in Current: Failure to complete the merger could negatively impact the Company's stock price and have a material adverse effect on the Company's results of operations, cash flows, and financial position. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* If the merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory and stockholder approvals, the ongoing business of the Company may be materially adversely affected and, without realizing any of the benefits of having completed the merger, the Company would be subject to a number of risks, including the following: •the Company may experience negative reactions from the financial markets, including negative stock price impacts; •the Company may experience negative reactions from commercial and business partners; •the Company will still be required to pay significant costs relating to the merger, such as legal, accounting, financial advisor, and printing fees; and •the Company may be required to pay up to a $170 million termination fee to Callon or reimburse up to $48 million of Callon's expenses, as required by the Merger Agreement. --- ## No Match in Current: The pending merger may cause a loss of key employees, disruptions in business relationships, distraction of management, and limitations on the Company's business activities. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions to the Company's business, including: •uncertainties associated with the merger may cause a loss of management personnel and other key employees of the Company, which could adversely affect the future business and operations of the Company following the merger; •the business relationships of the Company may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the Company's results of operations, cash flows, and financial position; •matters relating to the merger (including integration planning) require substantial commitments of time and resources by the Company's management, which may result in the distraction of the Company's management from ongoing business operations and pursuing other opportunities that could be beneficial to the Company; and •the Merger Agreement places certain restrictions on the conduct of the Company, which may delay or prevent the Company from undertaking business opportunities that, absent the Merger Agreement, may have been pursued. --- ## No Match in Current: The Company may fail to realize the anticipated benefits of the merger and fail to successfully integrate the businesses and operations of the companies in the expected time frame. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The success of the merger will depend on, among other things, the combined company's ability to integrate the Company's and Callon's businesses in a manner that realizes anticipated synergies and benefits and meets or exceeds the forecasted stand-alone cost savings anticipated by the combined company. If the combined company is not able to successfully achieve these synergies, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. If the transaction closes, it is possible that the integration process could result in the loss of key Company employees or key Callon employees, the loss of customers, providers, vendors, or business partners, the disruption of either company's or both companies' ongoing businesses, inconsistencies in standards, controls, procedures, and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the merger, or higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. In addition, at times the attention of certain members of the Company's management and resources may be focused on completion of the merger and planning the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to the Company, which may disrupt the Company's ongoing business and the business of the combined company. 29 29 29 --- ## No Match in Current: Litigation relating to the merger could result in substantial costs to the Company. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Company's liquidity and financial condition. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the Company's business, financial condition, results of operations, and cash flows. --- ## Modified: The Company's ability to declare and pay dividends, and to repurchase common stock, is subject to limitations. **Key changes:** - Reworded sentence: "The payment of future dividends on, and any repurchases of, the Company's common stock are each subject to the discretion of the Board of Directors, taking into consideration, among other factors, the Company's operating results, available cash, overall financial condition, credit risks, capital requirements, restrictions under the Company's indentures and other financing agreements, restrictions under Delaware law, general business and market conditions, and other factors the Board of Directors deems relevant." **Prior (2024):** The payment of future dividends on the Company's capital stock is subject to the discretion of the Board of Directors, taking into consideration, among other factors, the Company's operating results, available cash, overall financial condition, credit risks, capital requirements, restrictions under the Company's indentures and other financing agreements, and restrictions under Delaware law, as well as general business and market conditions. The Board of Directors is not required to declare dividends on APA's common stock and may decide not to declare dividends. **Current (2025):** The payment of future dividends on, and any repurchases of, the Company's common stock are each subject to the discretion of the Board of Directors, taking into consideration, among other factors, the Company's operating results, available cash, overall financial condition, credit risks, capital requirements, restrictions under the Company's indentures and other financing agreements, restrictions under Delaware law, general business and market conditions, and other factors the Board of Directors deems relevant. The Board of Directors is not required to declare dividends on or repurchase APA's common stock and may decide not to declare dividends or repurchase common stock at the current rate or at all. 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. --- *Data sourced from SEC EDGAR. Last updated 2026-05-10.*