EOG (EOG) CEO Ezra Yacob awarded 47,800 performance-based shares

Rhea-AI Filing Summary

EOG Resources Chairman and CEO Ezra Y. Yacob reported an equity award tied to company performance. On 02/10/2026, he acquired 47,800 shares of EOG common stock at $0.00 per share through the settlement of performance units, bringing his directly held stake to 295,826.9471 shares.

The 47,800 performance units were originally granted on 09/29/2022 and are tied to EOG’s total shareholder return from January 2023 to December 2025 versus nine peer companies, with additional return-on-capital and negative-return adjustments. The performance multiple for this award was certified at 100%, and the units will cliff vest on 02/28/2026, after which the underlying shares will be delivered to Yacob.

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^*

Yacob Ezra Y

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		47,800(1)	A	$0	295,826.9471	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. The Reporting Person received an award of 47,800 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, 47,800 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 Ezra Y. Yacob	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did EOG (EOG) report for Ezra Y. Yacob?

EOG reported that Chairman and CEO Ezra Y. Yacob acquired 47,800 shares of common stock at $0.00 per share. The acquisition reflects the settlement of performance units tied to multi-year shareholder return metrics and increases his directly held stake to 295,826.9471 shares.

How many EOG shares does Ezra Y. Yacob own after this Form 4 transaction?

After this transaction, Ezra Y. Yacob beneficially owns 295,826.9471 EOG common shares directly. This total includes 47,800 shares associated with performance units that will cliff vest, with the underlying stock to be distributed following the 02/28/2026 vesting date.

What type of award did EOG’s CEO receive in this Form 4 filing?

EOG’s CEO received 47,800 performance units that convert into common stock, reported as an acquisition at $0.00 per share. These units were granted in 2022 and are earned based on three-year total shareholder return performance versus nine designated peer companies and related adjustments.

What performance period applies to Ezra Y. Yacob’s 2022 EOG performance units?

The 47,800 performance units use a three-year performance period from January 2023 through December 2025. They depend on EOG’s total shareholder return versus nine peers, with additional adjustments linked to an Absolute ROCE Modifier and a Negative TSR Cap defined in the award agreement.

What performance multiple was applied to EOG’s 2022 performance unit award?

A 100% performance multiple was applied to the 2022 performance unit award. This multiple, certified by EOG’s Compensation & Human Resources Committee on 02/10/2026, determines how many of the originally granted performance units convert into shares that will vest and be distributed.

When will the EOG performance units reported in this Form 4 vest and settle?

The 47,800 performance units will cliff vest on 02/28/2026. After that vesting date, the shares of EOG common stock represented by these units will be distributed to Ezra Y. Yacob, consistent with the terms specified in the performance award agreement.