[8-K] EOG Resources, Inc. Reports Material Event

Rhea-AI Filing Summary

EHTH Q2-25 (10-Q) snapshot

• Revenue: Q2 $60.8 m (-8% YoY); 1H $173.9 m (+10%). Medicare remains the core driver: 83% of commission revenue, aided by $19.1 m favorable prior-period adjustments.
• Profitability: Q2 operating loss trimmed to $23.0 m from $28.0 m; net loss to common holders narrowed 24% to $29.8 m (-$0.98 EPS). 1H net loss down 40% to $39.8 m as every expense line declined, cutting total opex 11%.
• Cash & liquidity: Positive operating cash flow $35.9 m; cash & equivalents up to $65.9 m vs $39.2 m YE-24. Long-term debt reclassified to $69.1 m short-term; company remains in breach of asset-coverage and liquidity covenants linked to H.I.G.’s $225 m Series A preferred.
• Balance sheet: Equity fell to $554.9 m (-6% YTD) after $23.5 m in preferred dividends/accretion; contract assets down 8% to $917 m as collections outpaced new deferrals.
• Operating trends: Marketing spend -20% YoY; tech & content -13%. Small-business renewals stable, but individual/family and Part D produced negative revenue due to retro adjustments.
• Key risks: Ongoing losses, covenant non-compliance granting H.I.G. extra governance rights, 58% receivable concentration with Humana & UnitedHealthcare, and a False Claims Act suit filed 1 May 25.

Positive

• Operating loss narrowed 24% YoY in Q2 and 60% for 1H, reflecting expense discipline.
• Positive operating cash flow of $35.9 m boosted cash to $65.9 m, improving near-term liquidity.
• Medicare segment growth (+18% 1H) underscores franchise strength and recurring revenue visibility.
• Cost reductions in marketing (-20%) and tech/content (-13%) signal improved operating leverage.

Negative

• Continued net losses and negative EPS (-$0.98) underline an unproven path to profitability.
• Covenant breaches on asset-coverage and liquidity give H.I.G. enhanced control and could restrict strategy.
• Heavy preferred burden: $23.5 m YTD dividends/accretion dilute common equity and raise redemption risk in 2027.
• Regulatory/legal overhang from a May 2025 False Claims Act suit and high carrier concentration increase risk.

Insights

Financial Analyst

TL;DR: Improved losses and cash, but covenant breaches, litigation and rising preferred burden keep outlook cautious.

eHealth’s cost-control program is working: 1H operating loss fell 60% and positive cash flow lifted liquidity to $66 m. Yet the firm still posts negative EPS, carries $69 m of soon-maturing debt and faces tight covenants attached to the 8% Series A preferred. Non-compliance hands H.I.G. board influence and limits strategic flexibility. Preferred accretion/ dividends exceeded $23 m YTD—larger than the operating loss—so common shareholders continue to be diluted economically. While Medicare revenue grew on favorable true-ups, core Q2 top-line slipped and certain categories (Part D, ACA plans) were negative, hinting at retention pressure. Net/net the filing is modestly negative for equity holders and neutral for credit; watch cash, covenant cures and litigation developments.

Regulatory Risk Specialist

TL;DR: Litigation and compliance gaps add material downside despite operational progress.

The newly disclosed False Claims Act complaint, combined with concentration risk (Humana, UnitedHealthcare, Aetna 75% of receivables) and recurring covenant breaches, raise the regulatory and financing risk profile. Failure to regain the asset-coverage and liquidity thresholds could trigger further H.I.G. oversight or stricter financing terms. Management cites cybersecurity, AI deployment, and Chinese operations as additional exposures. Investors should discount for potential fines, mandated operational changes and refinancing costs.

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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):  August 7, 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 2.02     Results of Operations and Financial Condition.

On August 7, 2025, EOG Resources, Inc. issued a press release announcing second quarter 2025 financial and operational results and third quarter and full year 2025 forecast and benchmark commodity pricing information (see Item 7.01 below).  A copy of this release is attached as Exhibit 99.1 to this filing and is incorporated herein by reference.  This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.

Item 7.01     Regulation FD Disclosure.

Accompanying the press release announcing second quarter 2025 financial and operational results attached hereto as Exhibit 99.1 is third quarter and full year 2025 forecast and benchmark commodity pricing information for EOG Resources, Inc., which information is incorporated herein by reference.  This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits.

    (d)    Exhibits

      99.1    Press Release of EOG Resources, Inc. dated August 7, 2025 (including the accompanying third quarter and full year 2025 forecast and benchmark commodity pricing information).

    104    Cover Page Interactive Data File (formatted as Inline XBRL).

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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: August 7, 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

How did eHealth (EHTH) revenue perform in Q2 2025?

Total revenue fell 8% YoY to $60.8 million, mainly due to lower Individual & Family and Part D contributions.

Is eHealth profitable in 2025?

No. Q2 net loss to common stockholders was $29.8 million (-$0.98 EPS); 1H loss was $39.8 million.

What is eHealth’s cash position after Q2 2025?

Cash and cash equivalents increased to $65.9 million, supported by $35.9 million operating cash flow.

Why is H.I.G.’s Series A preferred significant?

The 8% preferred carries covenant tests; breaches grant H.I.G. board rights and the redemption value reached $359 million.

What litigation risks does EHTH face?

A False Claims Act complaint filed 1 May 2025 could lead to fines and operational constraints if adverse.