EOG VP & CAO withholds 974 shares on vesting

Rhea-AI Filing Summary

EOG RESOURCES INC (EOG) reported that officer Laura B. Distefano, VP & CAO, had 974 shares of common stock disposed of on September 1, 2026 as a payment of exercise price or tax liability by delivering or withholding securities, in connection with the vesting of 4,000 restricted shares. After this withholding, she directly holds 23,271 common shares. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Exercise Price or Tax Liability: 974 shares

Exercise Price or Tax Liability 1 txn

Insider Distefano Laura B.

Role VP & CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock F1	974	$148.35	$144K

Holdings After Transaction: Common Stock — 23,271 shares (Direct)

Footnotes (1)

1. F1. Relates to the vesting of 4,000 restricted shares on September 1, 2026.

Key Figures

Shares disposed for exercise price or tax liability: 974 shares Transaction value per share: $148.35 per share Shares held after transaction: 23,271 shares +1 more

4 metrics

Shares disposed for exercise price or tax liability 974 shares Common stock disposed of on September 1, 2026

Transaction value per share $148.35 per share Value used for the 974-share disposition on September 1, 2026

Shares held after transaction 23,271 shares Direct ownership of EOG common stock following the September 1, 2026 transaction

Restricted shares vested 4,000 shares Restricted shares vesting on September 1, 2026 related to this withholding

Key Terms

Payment of exercise price or tax liability by delivering or withholding securities, restricted shares, Form 4

3 terms

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

"Disposition classified as payment of exercise price or tax liability"

restricted shares financial

"Relates to the vesting of 4,000 restricted shares on September 1, 2026"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Form 4 regulatory

"Insider transaction was reported on a Form 4 by the officer"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

What insider transaction did EOG’s VP & CAO report on this Form 4 for EOG?

Laura B. Distefano, EOG’s VP & CAO, reported the disposition of 974 common shares on September 1, 2026, used as payment of exercise price or tax liability through share withholding related to vesting restricted stock.

How many EOG shares does the reporting officer hold after this transaction?

After the September 1, 2026 transaction, Laura B. Distefano directly holds 23,271 shares of EOG common stock. This figure reflects her position following the withholding of 974 shares for exercise price or tax liability.

What was the share amount and price involved in the EOG Form 4 transaction?

The transaction involved 974 shares of EOG common stock, with a reported value of $148.35 per share, disposed of as payment of exercise price or tax liability by delivering or withholding securities on September 1, 2026.

What event triggered the share withholding reported for EOG’s VP & CAO?

The withholding of 974 shares relates to the vesting of 4,000 restricted shares on September 1, 2026. Shares were disposed of to cover exercise price or tax liability associated with that vesting event.

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

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmatively marked, and there is no footnote stating that the September 1, 2026 transaction was made under a Rule 10b5-1 trading plan.

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Available on EDGAR 09/03/2026 - 11:09 AM Accepted by SEC EDGAR 09/03/2026 - 11:08 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^*

Distefano Laura B.

(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)
	VP & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		F		974(1)	D	$148.35	23,271	D

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 4,000 restricted shares on September 1, 2026.

	Michael E. Montifar, attorney-in-fact for Laura B. Distefano	09/03/2026
	** 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)