EOG RESOURCES, INC.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 24, 2025, EOG Resources, Inc. (“EOG”) completed the underwritten public offering (the “Notes Offering”) of $1,000,000,000 aggregate principal amount of its debt securities, consisting of (i) $750,000,000 aggregate principal amount of 4.400% Senior Notes due 2031 (such series, the “2031 Notes”) and (ii) $250,000,000 aggregate principal amount of 5.950% Senior Notes due 2055 (such series, the “New 2055 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated November 19, 2025, with J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters identified therein (collectively, the “Underwriters”). The Notes were issued under an indenture, dated as of May 18, 2009 (the “Base Indenture”), by and between EOG, as issuer, and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, and (i) an officers’ certificate, dated November 24, 2025, pursuant to the Base Indenture setting forth the specific terms of the 2031 Notes and (ii) an officers’ certificate, dated November 24, 2025, pursuant to the Base Indenture and relating to the New 2055 Notes (together with the Base Indenture, the “Indenture”).
EOG previously issued, on July 1, 2025, $500,000,000 aggregate principal amount of the 5.950% Senior Notes due 2055 (the “Original 2055 Notes”). The New 2055 Notes and the Original 2055 Notes are treated as a single class of debt securities under the Indenture, and the New 2055 Notes have the same terms as to interest rate, redemption or otherwise (as described in the information included on Annex I to the Underwriting Agreement) as the Original 2055 Notes (other than the public offering price and issue date). The New 2055 Notes have the same CUSIP number as the Original 2055 Notes and will trade interchangeably with the Original 2055 Notes. The Underwriting Agreement contains customary representations and warranties on EOG’s part. The Underwriting Agreement also contains customary indemnification and contribution provisions whereby EOG and the Underwriters have agreed to indemnify each other against certain liabilities. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-283988) filed with the United States Securities and Exchange Commission (the “SEC”) and automatically effective on December 20, 2024 (the “Registration Statement”) and the related preliminary prospectus supplement and final prospectus supplement, filed with the SEC on November 19, 2025 and November 21, 2025, respectively (collectively, the “Prospectus Supplement”).
EOG intends to use a portion of the net proceeds from the offering of the Notes to repay or redeem its 4.15% Senior Notes due 2026 (the “2026 Notes”) at or prior to maturity, as described in more detail in the Prospectus Supplement.
The Notes are EOG’s senior, unsecured obligations and rank equally in right of payment with all of EOG’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes are effectively subordinated to any of EOG’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, unless the Notes become equally and ratably secured by those assets. The Notes are also structurally subordinated to the indebtedness and all other obligations of EOG’s subsidiaries.
EOG may redeem some or all of the Notes at any time and from time to time prior to their maturity. The optional redemption provisions applicable to each series of the Notes, the applicable redemption prices and the other terms of each series of the Notes are set forth in the applicable officers’ certificate.
The terms of the Notes are further described in the Prospectus Supplement.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture, incorporated by reference as Exhibit 4.1 hereto, (ii) the officers’ certificate setting forth the specific terms of the 2031 Notes filed as Exhibit 4.2 hereto and incorporated herein by reference, (iii) the form of global note for the 2031 Notes (the “2031 Global Note”), included as part of the
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