EOG Resources (EOG) EVP Donaldson awarded 15,933 performance-based shares

Rhea-AI Filing Summary

EOG Resources executive Michael P. Donaldson reported an equity award tied to past performance. On February 10, 2026, he acquired 15,933 shares of common stock at a price of $0, reflecting the payout of a 2022 performance unit grant based on a total shareholder return metric versus nine peer companies. After this transaction, he directly owned 112,446.4011 EOG shares, with an additional 10,000 shares held in each of three family trusts. The filing notes that the 2022 performance units earned a 100% performance multiple, and the units will cliff vest on February 28, 2026, after which the underlying shares will be distributed.

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)
02/10/2026

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	02/10/2026		A		15,933(1)	A	$0	112,446.4011	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. The Reporting Person received an award of 15,933 Performance Units on 9/29/2022 ("2022 Award"). The applicable performance metric is the total shareholder return ("TSR") of the Issuer over a 3-year performance period (Jan. 2023 - Dec. 2025) relative to the TSR of each of the Issuer's 9 designated peer companies. As set forth in the award agreement, a performance multiple between 0% and 200% (based on the (1) Issuer's TSR rank for such performance period and (2) Absolute ROCE Modifier and Negative TSR Cap adjustment provisions) shall be applied to the number of Performance Units awarded. The performance multiple applicable to the 2022 Award (as certified by the Compensation & Human Resources Committee on 2/10/2026) was 100%. Accordingly, 15,933 Performance Units will "cliff" vest on 2/28/2026. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date.

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	02/12/2026
	** 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.

FAQ

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

EOG reported that executive Michael P. Donaldson acquired 15,933 shares of common stock at $0 on February 10, 2026. This reflects the payout of a performance-based equity award granted in 2022 and tied to EOG’s total shareholder return.

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

After the reported transaction, Michael P. Donaldson directly owned 112,446.4011 EOG common shares. The filing also lists 10,000 shares held in each of three separate family trusts, reported as indirect ownership positions tied to him.

What performance metrics determined Michael P. Donaldson’s 2022 EOG equity award?

The 2022 award was based on EOG’s total shareholder return over 2023–2025 versus nine designated peer companies. A performance multiple between 0% and 200% could apply; the certified multiple for this grant was 100%, leading to 15,933 performance units earned.

When will the EOG (EOG) performance units for Michael P. Donaldson vest and pay out?

The 15,933 performance units tied to the 2022 award are scheduled to cliff vest on February 28, 2026. Following that vesting date, the underlying shares of EOG common stock will be distributed to Michael P. Donaldson as specified in the award agreement.

What role does Michael P. Donaldson hold at EOG (EOG)?

Michael P. Donaldson serves as Executive Vice President and Chief Legal Officer at EOG Resources. His position is disclosed in the Form 4, which reports his performance-based equity award and resulting ownership in EOG common stock and related family trusts.

Were the EOG (EOG) shares acquired by Michael P. Donaldson a market purchase?

No, the 15,933 EOG shares were acquired at a reported price of $0, indicating a grant or award rather than an open-market purchase. The Form 4 identifies the transaction code as a grant or other acquisition of equity tied to performance units.