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EOG Resources Legal Chief Awarded 9,975 Shares

EOG's EVP & Chief Legal Officer also received 14,962 performance-based restricted stock units effective September 25, 2026; the award was not yet reportable on Form 4.

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Form Type
4

Rhea-AI Filing Summary

EOG Resources Inc. EVP & Chief Legal Officer Michael P. Donaldson received a direct award of 9,975 common shares on September 25, 2026, at a reported price of 0.0000 per share; his reported direct holdings afterward were 107,299 shares. As part of his 2026 annual long-term incentive award, he also received 14,962 performance-based restricted stock units effective September 25, 2026, under the 2021 Omnibus Equity Compensation Plan; that award is not yet reportable on Form 4. The filing lists 10,000 shares held indirectly in each of Family Trust 1, Family Trust 2 and Family Trust 3.

Insider Donaldson Michael P
Role EVP & Chief Legal Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 9,975 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 107,299.1626 shares (Direct); Common Stock — 10,000 shares (Indirect, Family Trust 1); Common Stock — 10,000 shares (Indirect, Family Trust 2); Common Stock — 10,000 shares (Indirect, Family Trust 3)
Footnotes (1)
  1. F1. In addition to the reported award, the Reporting Person received (as part of his annual long-term incentive award for 2026) an award of 14,962 restricted stock units with performance-based conditions ("performance units"), effective September 25, 2026 and pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.
Common shares awarded 9,975 shares Direct award on September 25, 2026
Reported award price 0.0000 per share Common stock award on September 25, 2026
Direct shares held after award 107,299 shares Reported after the September 25, 2026 transaction
Performance-based restricted stock units 14,962 units Effective September 25, 2026; not yet reportable on Form 4
Shares held in each family trust 10,000 shares Each of Family Trust 1, Family Trust 2 and Family Trust 3, as of September 25, 2026
restricted stock units financial
"award of 14,962 restricted stock units with performance-based conditions"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based conditions financial
"restricted stock units with performance-based conditions"
2021 Omnibus Equity Compensation Plan financial
"pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan"

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How many EOG shares did Michael P. Donaldson receive?

Michael P. Donaldson, EOG Resources Inc.'s EVP & Chief Legal Officer, received a direct award of 9,975 common shares on September 25, 2026, at a reported price of 0.0000 per share. His reported direct holdings afterward were 107,299 shares.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 TEXAS 77002

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
EOG RESOURCES INC [ EOG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/25/2026A9,975(1)A$0107,299.1626D
Common Stock10,000IFamily Trust 1
Common Stock10,000IFamily Trust 2
Common Stock10,000IFamily Trust 3
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. In addition to the reported award, the Reporting Person received (as part of his annual long-term incentive award for 2026) an award of 14,962 restricted stock units with performance-based conditions ("performance units"), effective September 25, 2026 and pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.
Michael E. Montifar, attorney-in-fact for Michael P. Donaldson09/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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