Charitable gift of 10,000 EOG shares by EVP Donaldson (NYSE: EOG)

Rhea-AI Filing Summary

EOG Resources executive Michael P. Donaldson, EVP & Chief Legal Officer, reported an indirect charitable gift involving the company’s common stock. On 01/14/2026, the reporting person’s wife made a gift of 10,000 shares of EOG common stock to a charitable donor-advised fund, recorded on the form with a transaction code “G” at a price of $0 per share, reflecting a non-sale transfer.

After this reported transaction, Donaldson is shown as directly holding 96,320.5161 shares of EOG common stock. In addition, indirect holdings are reported as 10,000 shares each through Family Trust 1, Family Trust 2, and Family Trust 3. The filing is made as a single-reporting-person Form 4 and does not list any derivative securities.

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

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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).

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)
01/14/2026

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	01/14/2026		G(1)		10,000	D	$0	0	I	By Wife
Common Stock								96,320.5161	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. Reflects a gift of shares of the Issuer's common stock by the Reporting Person's wife to a charitable donor-advised fund.

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	01/15/2026
	** 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?

The filing reports an indirect charitable gift of 10,000 shares of EOG common stock on 01/14/2026, made by the reporting person’s wife to a charitable donor-advised fund and coded as transaction type “G”.

Was the EOG (EOG) transaction a sale or a gift of shares?

The reported transaction is a gift of EOG common stock, not an open-market sale. It is coded “G” and priced at $0 per share, indicating a non-sale transfer to a charitable donor-advised fund.

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

Following the reported gift, Michael P. Donaldson is shown as directly holding 96,320.5161 shares of EOG common stock, with additional indirect holdings of 10,000 shares each in Family Trust 1, Family Trust 2, and Family Trust 3.

Who made the charitable gift of EOG (EOG) shares disclosed in this Form 4?

The explanation states that the transaction reflects a gift of shares of the issuer's common stock by the reporting person’s wife to a charitable donor-advised fund, which is reported as an indirect transaction.

What is Michael P. Donaldson’s role at EOG (EOG) in this Form 4 filing?

In the filing, Michael P. Donaldson is identified as an officer of EOG Resources Inc., serving as EVP & Chief Legal Officer, and is not listed as a director or 10% owner.

Does the EOG (EOG) Form 4 include any derivative securities transactions?

No. The Form 4 includes a completed Table I for non-derivative common stock but shows no entries in Table II, indicating no reported derivative securities transactions.