[Form 4] EOG RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Ann D. Janssen, EVP & Chief Financial Officer of EOG Resources, Inc. (EOG) reported receipt of 11,252 shares of common stock on 09/26/2025 as a non‑derivative award at no cash price, increasing her beneficial ownership to 102,739 shares (direct). The filing also discloses an additional award of 16,878 restricted stock units with performance-based conditions granted effective 09/26/2025 under EOG’s 2021 Omnibus Equity Compensation Plan; those performance units are noted as not yet reportable on Form 4. The form is signed by Michael E. Montifar as attorney‑in‑fact on 09/30/2025.

Positive

• CFO received 11,252 shares as a direct award, increasing alignment with shareholders
• 16,878 performance-based restricted stock units granted, tying compensation to future performance

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider stock award increases CFO's direct holdings; performance units pending form reporting.

The reported grant of 11,252 shares increases the CFO's direct stake to 102,739 shares, reflecting compensation delivered in stock rather than cash. The separate grant of 16,878 performance‑based restricted stock units ties future compensation to achievement of performance conditions and is not yet reportable, indicating contingent upside that depends on plan metrics. This disclosure is routine for executive equity compensation and does not by itself indicate a change in corporate strategy or operating performance.

Corporate Governance Expert

TL;DR: Equity awards align executive incentives with shareholder value; performance RSUs add contingent alignment.

The combination of immediate stock awards and performance‑conditioned RSUs is consistent with standard governance practices to retain and incentivize senior management. The Form 4 properly discloses the direct acquisition and separately notes additional performance units that are subject to future reporting once vested or reportable. No departures, unusual transactions, or material governance concerns are evident from this filing alone.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Janssen Ann D.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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	09/26/2025		A		11,252(1)	A	$0	102,739	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. In addition to the reported award, the Reporting Person received an award of 16,878 restricted stock units with performance-based conditions ("performance units"), effective September 26, 2025, 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 Ann D. Janssen	09/30/2025
	** 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 Ann D. Janssen report on Form 4 for EOG (EOG)?

She reported the acquisition of 11,252 shares of common stock on 09/26/2025, bringing her direct beneficial ownership to 102,739 shares.

Were any derivative securities reported by the insider?

No derivative securities were reported on this Form 4; the filing covers a non‑derivative stock award and notes separate performance RSUs.

What are the details of the performance award mentioned?

The filing states an award of 16,878 restricted stock units with performance-based conditions, effective 09/26/2025, granted under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan and not yet reportable on Form 4.

Who signed the Form 4 and when?

The Form 4 was signed by Michael E. Montifar, attorney-in-fact for Ann D. Janssen on 09/30/2025.