EOG legal chief delivers 3,234 shares for taxes

EOG’s EVP & Chief Legal Officer had 3,234 shares withheld for taxes or exercise costs tied to RSU vesting, and now holds direct and family-trust positions in EOG stock.

Rhea-AI Filing Summary

EOG RESOURCES INC executive Michael P. Donaldson, EVP & Chief Legal Officer, reported a Form 4 showing that on September 15, 2026, 3,234 shares of common stock were delivered or withheld at $153.74 per share to pay the exercise price or tax liability in connection with vesting of 8,739 restricted stock units. Following this transaction, he held 97,324.1626 shares of EOG common stock directly, plus 10,000 shares in each of three family trusts as indirect holdings. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise Price or Tax Liability: 3,234 shares

Exercise Price or Tax Liability 4 txns

Insider Donaldson Michael P

Role EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock F1	3,234	$153.74	$497K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 97,324.1626 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. Relates to the vesting of 8,739 restricted stock units on September 15, 2026.

Key Figures

Shares delivered or withheld: 3,234 shares Price per share: $153.74 per share Direct holdings after transaction: 97,324.1626 shares +3 more

6 metrics

Shares delivered or withheld 3,234 shares Payment of exercise price or tax liability on September 15, 2026

Price per share $153.74 per share Value used for the 3,234-share tax or exercise-price transaction

Direct holdings after transaction 97,324.1626 shares EOG common stock directly owned by Michael P. Donaldson after September 15, 2026

Indirect holdings per family trust 10,000 shares EOG common stock held in each of Family Trust 1, Family Trust 2, and Family Trust 3

Total indirect trust holdings 30,000 shares Sum of three family trusts’ EOG common stock positions

Vesting restricted stock units 8,739 restricted stock units Units that vested on September 15, 2026, referenced in the footnote

Key Terms

restricted stock units, exercise price or tax liability, indirect ownership

3 terms

restricted stock units financial

"Relates to the vesting of 8,739 restricted stock units on September 15, 2026"

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.

exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

indirect ownership financial

"Indirect ownership reported through Family Trust 1, Family Trust 2, and Family Trust 3"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

On September 15, 2026, 3,234 EOG common shares were delivered or withheld at $153.74 per share to pay the exercise price or tax liability related to vesting of 8,739 restricted stock units held by EVP & Chief Legal Officer Michael P. Donaldson.

How many EOG (EOG) shares does Michael P. Donaldson hold directly after this Form 4?

After the September 15, 2026 transaction, Michael P. Donaldson directly holds 97,324.1626 shares of EOG common stock, as reported in the Form 4 filing.

What indirect EOG (EOG) holdings does Michael P. Donaldson report?

The Form 4 reports indirect ownership of 10,000 shares of EOG common stock in each of Family Trust 1, Family Trust 2, and Family Trust 3, for a total of 30,000 indirectly held shares across these trusts.

Was the EOG (EOG) insider transaction under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and there is no Rule 10b5-1 trading plan reported in connection with the September 15, 2026 transaction.

What triggered the share withholding reported in the EOG (EOG) Form 4?

A footnote states that the transaction relates to the vesting of 8,739 restricted stock units on September 15, 2026. The 3,234 shares were delivered or withheld to pay the exercise price or tax liability associated with that vesting.

Did Michael P. Donaldson sell EOG (EOG) shares in the open market?

The Form 4 does not report an open-market sale. It reports a code F transaction where 3,234 shares were delivered or withheld to pay the exercise price or tax liability tied to restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 11:44 AM Accepted by SEC EDGAR 09/17/2026 - 11:44 AM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2026		F		3,234(1)	D	$153.74	97,324.1626	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

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:

1. Relates to the vesting of 8,739 restricted stock units on September 15, 2026.

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)