Eog Res Inc SEC Filings

EOG Resources, Inc. (NYSE: EOG) has entered into an Underwriting Agreement dated June 16, 2025 with Goldman Sachs, BofA Securities, J.P. Morgan and Scotia Capital to issue an aggregate $3.5 billion of senior unsecured notes across four maturities.

• $500 million 4.400% Senior Notes due 2028
• $1.25 billion 5.000% Senior Notes due 2032
• $1.25 billion 5.350% Senior Notes due 2036
• $500 million 5.950% Senior Notes due 2055

The offering (the “Notes Offering”) is expected to close on July 1, 2025, subject to customary conditions. The notes will be issued under EOG’s existing 2009 indenture with Computershare Trust Company, N.A. acting as trustee and will be registered under the company’s automatic shelf registration statement (Form S-3, No. 333-283988). The Underwriting Agreement contains standard representations, warranties, indemnification and contribution provisions.

Underwriters and their affiliates have existing or potential commercial and investment banking relationships with EOG, including lending, trading and research activities, for which they receive customary compensation. Exhibit 1.1 (Underwriting Agreement) and Exhibit 104 (iXBRL cover) accompany the filing.

While the filing discloses no specific use of proceeds, the transaction materially increases EOG’s liquidity and extends its debt maturity profile with fixed coupons ranging from 4.400% to 5.950%.

Form 4 snapshot – EOG Resources, Inc. (EOG)

On 06/18/2025, Executive Vice President, General Counsel & Corporate Secretary Michael P. Donaldson reported a transaction coded G, indicating a charitable gift. The filing shows that 10,000 shares of EOG common stock were transferred at a price of $0. Per the explanation, the shares were gifted by the reporting person’s wife to a donor-advised charitable fund.

Post-transaction ownership

• Directly held: 85,916.499 shares
• Indirectly held by spouse: 10,000 shares
• Indirectly held through Family Trust 1: 10,000 shares
• Indirectly held through Family Trust 2: 10,000 shares
• Indirectly held through Family Trust 3: 10,000 shares

No derivative securities were reported, and no other acquisitions or dispositions were disclosed. The filing was signed on 06/20/2025 by attorney-in-fact Michael E. Montifar.

This transaction reflects a philanthropic transfer rather than a market sale or purchase and therefore does not alter the company’s public float or provide immediate price-sensitive information for shareholders.

EOG Resources, Inc. ("EOG") is offering an aggregate $3.5 billion of senior unsecured notes across four tranches under its automatic shelf registration (File No. 333-283988). The notes will be issued on or about 1 July 2025, settle in book-entry form through DTC, Clearstream and Euroclear and will rank pari passu with all existing unsecured, unsubordinated indebtedness.

• 2028 notes: $500 million, 4.400% coupon, maturity 15 July 2028, issue price 99.902%, net proceeds (before expenses) $497.3 million.
• 2032 notes: $1.25 billion, 5.000% coupon, maturity 15 July 2032, issue price 99.792%, net proceeds $1.2396 billion.
• 2036 notes: $1.25 billion, 5.350% coupon, maturity 15 January 2036, issue price 99.917%, net proceeds $1.2408 billion.
• 2055 notes: $500 million, 5.950% coupon, maturity 15 July 2055, issue price 99.719%, net proceeds $494.2 million.

Total net cash to EOG, before offering expenses, will be $3.472 billion, with total underwriting discounts of $22.56 million.

Use of proceeds / acquisition linkage. Although the filing does not specify detailed allocation of proceeds, it states the offering will precede the closing of EOG’s pending purchase of Encino Acquisition Partners, LLC (the “Encino Acquisition”) signed 30 May 2025. The 2028 and 2055 tranches include a Special Mandatory Redemption (SMR) at 101% of principal plus accrued interest if the Encino deal is not consummated by the “Outside Date” (the later of 30 May 2026 or five business days after any extension) or if the purchase agreement is terminated. The 2032 and 2036 tranches are not subject to SMR.

Ranking and security. The notes are senior unsecured obligations of the parent and will be:

• Equal in right of payment with other unsecured, unsubordinated EOG debt.
• Effectively subordinated to any future secured debt to the extent of collateral value.
• Structurally subordinated to liabilities of EOG’s subsidiaries.

Liquidity considerations. The issue creates two intermediate-term maturities (2028, 2032), a longer-dated 2036 tranche and an ultra-long 30-year 2055 tranche, extending EOG’s debt maturity profile. No application will be made to list the notes on an exchange, so trading is expected to be over-the-counter.

Pricing economics. Coupons range from 4.400% to 5.950%, reflecting current Treasury yields and credit spread environment. Gross proceeds are slightly below par (98.844%–99.917%) after underwriting discounts of 45–87.5 bps depending on tranche.

Company overview (abbreviated). EOG is one of the largest independent crude-oil and natural-gas producers in the U.S., with 4.748 MMBoe of proved reserves at 31 Dec 2024 (99% U.S.; 1% Trinidad). The company emphasizes low-cost, high-return drilling with advanced technology and maintains headquarters in Houston, Texas.