[Form 4] EOG Resources, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Gilead Sciences (GILD) filed an 8-K to disclose that its Board adopted Amended & Restated Bylaws effective 30 Jul 2025.

• Advance-notice tightened: expanded disclosure on nominating shareholders, concert parties and solicitation plans; nominees capped at the number of seats up for election.
• Universal proxy compliance: bylaws now mandate adherence to SEC Rule 14a-19 and reserve the white proxy card exclusively for the company.
• DGCL alignment: updates on adjournment notices and stockholder-list availability reflect recent Delaware law changes; emergency-condition provisions added under DGCL §110.
• Board mechanics refined: clarifies majority-vote standard for director elections, vacancy filling, and procedures for Board and committee meetings.

No financial figures or operational developments were reported; the event is purely a corporate-governance revision. Full text appears in Exhibit 3.1.

Positive

• Compliance alignment with SEC universal proxy rules and updated Delaware law reduces legal risk and potential procedural challenges.
• Clarified board procedures may enhance governance efficiency during emergencies and director vacancies.

Negative

• Increased barriers for shareholder nominations and reservation of the white proxy card may be perceived as anti-activist, raising governance-entrenchment concerns.

Insights

Corporate Governance Expert

TL;DR: Bylaw changes tighten nomination rules, meet universal proxy regs, and fortify Board control—moderately alters shareholder dynamics.

The Board’s revisions modernize the bylaws in line with SEC and DGCL changes while subtly reinforcing management’s position. Mandatory compliance with Rule 14a-19 is legally required, but reserving the white card and increasing disclosure burdens raise the hurdle for activist campaigns. Emergency provisions and clearer vacancy-filling language improve continuity. Overall, the amendments are standard among large-cap issuers and unlikely to move valuation, yet they incrementally shift leverage toward the incumbent Board.

Portfolio Manager

TL;DR: Governance housekeeping; no cash-flow impact, but slightly activist-defensive. Neutral to fundamentals.

From a portfolio perspective the filing lacks financial ramifications—no guidance, no capital allocation changes. The higher disclosure threshold for nominations may deter short-term activist noise, arguably providing management stability to focus on R&D execution. However, it could be viewed as entrenchment, a minor ESG concern. Absent earnings data, I rate the event neutral for stock valuation.

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^*

CRISP CHARLES R

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		323.492	A	$120.02	64,043.528	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:

	Michael E. Montifar, attorney-in-fact for Charles R. Crisp	08/04/2025
	** 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 did Gilead Sciences (GILD) change in its bylaws?

The Board adopted Amended & Restated Bylaws tightening advance-notice rules, requiring universal proxy compliance, and aligning with updated Delaware law.

When did the new bylaws of GILD take effect?

July 30, 2025, the date the Board approved the amendments.

How do the changes affect shareholder nominations at Gilead?

Shareholders must provide expanded disclosures, may not exceed the number of board seats up for election, and must comply with Rule 14a-19.

Does the 8-K contain any financial results for GILD?

No, the filing is limited to corporate governance changes; no revenue, EPS or guidance were provided.

Where can investors read the full text of the new bylaws?

The complete document is filed as Exhibit 3.1 to the 8-K and is available on the SEC’s EDGAR system.