EOG Resources (NYSE: EOG) secures new $3.0B revolver, replacing $1.9B line

Rhea-AI Filing Summary

EOG Resources, Inc. entered into a new senior unsecured revolving credit agreement providing a committed borrowing capacity of $3.0 billion. This new facility replaces the company’s prior $1.9 billion revolving credit agreement, which was terminated without penalty on the same date, with no borrowings or letters of credit outstanding at termination.

The new facility has a scheduled maturity of December 3, 2030 and allows EOG to request up to two one-year extensions, subject to lender consent. EOG may also request increases in total commitments to an amount not to exceed $4.0 billion, and the agreement includes swingline and letter of credit subfacilities.

Borrowings will bear interest at either SOFR plus a margin or a base rate plus a margin, with the applicable margin tied to EOG’s senior unsecured long-term debt credit rating. The facility includes customary covenants and events of default for investment-grade, unsecured credit agreements, including a financial covenant requiring a ratio of total debt to total capitalization of no greater than 65%.

Insights

Corporate Finance Analyst

New, larger $3B unsecured revolver with longer maturity strengthens committed liquidity and financial flexibility.

EOG entered a new senior unsecured revolving credit facility for up to $3.0 billion, replacing its prior $1.9 billion facility. The new facility runs to December 3, 2030, with options for up to two additional one-year extensions, subject to majority bank consent. At closing, there were no borrowings or letters of credit outstanding on the old facility, so this is a balance-sheet-neutral upgrade in committed backup liquidity.

The agreement allows EOG to request an increase in total commitments to as much as $4.0 billion, and includes swingline and letter of credit subfacilities, which can support short-term funding and commercial needs. Interest is based on SOFR or a base rate plus a margin that varies with EOG’s senior unsecured credit rating, aligning pricing with credit quality. The key financial covenant requires Total Debt to Total Capitalization to remain at or below 65%, which is a typical level for investment-grade-style unsecured credit.

This facility primarily functions as an insurance policy: it enhances EOG’s capacity to handle liquidity needs, fund working capital, or backstop other obligations through 2030. Items to watch include any future borrowings under this line, changes to EOG’s credit ratings that could affect pricing, and ongoing compliance with the 65% leverage-based covenant, especially in periods of capital spending or market volatility.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

EOG RESOURCES INC false 0000821189 0000821189 2025-12-03 2025-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025 (December 3, 2025)

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-9743		47-0684736
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		EOG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EOG RESOURCES, INC.

Item 1.01 Entry into a Material Definitive Agreement.

On December 3, 2025, EOG Resources, Inc. (EOG) entered into a $3.0 billion senior unsecured Revolving Credit Agreement (New Facility) among EOG, JPMorgan Chase Bank, N.A., as administrative agent, the financial institutions as bank parties thereto (Banks) and the other parties thereto.

The New Facility replaces EOG’s $1.9 billion senior unsecured Revolving Credit Agreement, dated as of June 7, 2023, among EOG, JPMorgan Chase Bank, N.A., as administrative agent, the financial institutions as bank parties thereto and the other parties thereto (2023 Facility). The 2023 Facility had a scheduled maturity date of June 7, 2028 and was terminated by EOG (without penalty), effective as of December 3, 2025, in connection with the completion of the New Facility. There were no borrowings or letters of credit outstanding under the 2023 Facility as of the closing of the New Facility and the termination of the 2023 Facility. The 2023 Facility is referenced under Item 9.01 below.

The New Facility has a scheduled maturity date of December 3, 2030 and includes an option for EOG to extend, on up to two occasions, the term for successive one-year periods, subject to, among certain other terms and conditions, the consent of the Banks holding greater than 50% of the commitments then outstanding under the New Facility. The New Facility commits the Banks to provide advances up to an aggregate principal amount of $3.0 billion outstanding at any given time, with an option for EOG to request increases in the aggregate commitments to an amount not to exceed $4.0 billion, subject to certain terms and conditions. The New Facility also includes a swingline subfacility and a letter of credit subfacility.

Advances under the New Facility will accrue interest based, at EOG’s option, on either the Secured Overnight Financing Rate (SOFR) plus an applicable margin, or the Base Rate (as defined in the New Facility) plus an applicable margin. The applicable margin used in connection with interest rates and fees will be based on EOG’s credit rating for its senior unsecured long-term debt at the applicable time.

The New Facility contains representations, warranties, covenants and events of default that EOG believes are customary for investment grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a ratio of Total Debt to Total Capitalization (as such terms are defined in the New Facility) of no greater than 65%.

The foregoing description of the New Facility does not purport to be complete and is qualified in its entirety by reference to the New Facility, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

(a) The information set forth above under Item 1.01 is incorporated herein by reference. As of the date hereof, no borrowings have been made under the New Facility by EOG.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 -		Revolving Credit Agreement, dated as of December 3, 2025, among EOG, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto, and the other parties thereto.
10.2 -		Revolving Credit Agreement, dated as of June 7, 2023, among EOG, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto, and the other parties thereto (incorporated by reference to Exhibit 10.1 to EOG’s Current Report on Form 8-K, filed June 12, 2023).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						EOG RESOURCES, INC. (Registrant)
Date: December 8, 2025				By:		/s/ Ann D. Janssen
						Ann D. Janssen
						Executive Vice President and Chief Financial Officer
						(Principal Financial Officer and Duly Authorized Officer)

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FAQ

What financing agreement did EOG (EOG) enter into on December 3, 2025?

EOG entered into a new $3.0 billion senior unsecured revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of banks.

How does the new EOG (EOG) credit facility compare to the prior one?

The new facility provides $3.0 billion in commitments, replacing a prior $1.9 billion revolving credit agreement that was terminated without penalty and had no borrowings or letters of credit outstanding at closing.

When does EOG’s (EOG) new revolving credit facility mature and can it be extended?

The new revolving credit facility has a scheduled maturity date of December 3, 2030 and includes an option for EOG to extend the term on up to two occasions for successive one-year periods, subject to lender consent.

Can EOG (EOG) increase the size of its new revolving credit facility?

Yes. Under the new agreement, EOG may request increases in aggregate commitments to an amount not to exceed $4.0 billion, subject to specified terms and conditions.

How is interest determined under EOG’s (EOG) new credit facility?

Advances will accrue interest at EOG’s option based on SOFR plus an applicable margin or a base rate plus an applicable margin, with the margin determined by EOG’s senior unsecured long-term debt credit rating.

What key financial covenant applies to EOG (EOG) under the new facility?

The agreement includes a financial covenant requiring EOG to maintain a ratio of total debt to total capitalization of no greater than 65%.