EOG (EOG) EVP Michael P. Donaldson reports Form 4 trade

Rhea-AI Filing Summary

EOG Resources Inc. executive Michael P. Donaldson, EVP & Chief Legal Officer, reported a routine equity transaction on Form 4. On 11/14/2025, 366 shares of EOG common stock were disposed of with a transaction code "F" at a price of $110.4 per share, indicating shares were withheld to cover tax obligations on equity compensation. After this transaction, he beneficially owns 96,217.133 shares directly. He also reports indirect ownership of 10,000 shares in each of three family trusts and 10,000 shares held by his wife.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donaldson Michael P

(Last) (First) (Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/14/2025		F		366	D	$110.4	96,217.133	D
Common Stock								10,000	I	Family Trust 1
Common Stock								10,000	I	Family Trust 2
Common Stock								10,000	I	Family Trust 3
Common Stock								10,000	I	By Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did EOG (EOG) report for Michael P. Donaldson?

Michael P. Donaldson, EVP & Chief Legal Officer of EOG Resources Inc., reported a Form 4 transaction where 366 shares of EOG common stock were disposed of on 11/14/2025 under transaction code "F" at $110.4 per share, reflecting shares withheld to cover tax obligations.

How many EOG shares does Michael P. Donaldson own after the reported transaction?

Following the reported transaction, Michael P. Donaldson beneficially owns 96,217.133 shares of EOG common stock directly. He also reports indirect ownership of 10,000 shares in each of three family trusts and 10,000 shares held by his wife.

What does transaction code "F" mean in the EOG Form 4 filing?

In this Form 4 for EOG Resources Inc., transaction code "F" indicates that 366 shares were disposed of by withholding shares to satisfy tax withholding obligations arising from an equity award, rather than an open-market sale.

Were any derivative securities reported by the EOG insider in this Form 4?

No derivative securities were listed in Table II of the Form 4 for this transaction; only EOG common stock holdings and movements were reported.

How are Michael P. Donaldson’s indirect EOG shareholdings structured?

In addition to his direct holdings, Michael P. Donaldson reports indirect ownership of 10,000 EOG shares in each of three family trusts and 10,000 EOG shares held by his wife, as shown in Table I.

Who signed the EOG Form 4 for Michael P. Donaldson?

The Form 4 was signed by Michael E. Montifar as attorney-in-fact for Michael P. Donaldson on 11/18/2025, indicating a power-of-attorney arrangement for SEC reporting.