EOG Resources (EOG) COO gets 8,497-share award after TSR review

Rhea-AI Filing Summary

EOG Resources EVP & COO Jeffrey R. Leitzell reported an equity award tied to past performance. On 02/10/2026, he acquired 8,497 shares of EOG common stock at a price of $0 per share, increasing his directly held stake to 63,481.492 shares.

The transaction reflects settlement mechanics of a 2022 Performance Unit grant. That 8,497-unit award was based on EOG’s total shareholder return from January 2023 through December 2025 versus nine peer companies, with a performance multiple ranging from 0% to 200%. The applicable multiple was certified at 100%, so all 8,497 units will cliff vest on 02/28/2026, after which the underlying common shares will be delivered to Leitzell.

Insights

Equity Compensation & Governance Analyst

Routine performance-based equity award vests at target for EOG’s COO.

This filing shows EVP & COO Jeffrey R. Leitzell acquiring 8,497 EOG shares at $0 per share, stemming from a 2022 Performance Unit award. The grant is tied to three-year total shareholder return versus nine peers, with a performance multiple between 0% and 200%.

The Compensation & Human Resources Committee certified a 100% performance multiple on 02/10/2026, so the award pays out at target rather than above or below it. The units cliff vest on 02/28/2026, after which common shares will be distributed, raising Leitzell’s direct holdings to 63,481.492 shares.

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

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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^*

Leitzell Jeffrey 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)

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

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		8,497(1)	A	$0	63,481.492	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 8,497 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, 8,497 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 Jeffrey R. Leitzell	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 EVP & COO Jeffrey R. Leitzell?

EOG reported that EVP & COO Jeffrey R. Leitzell acquired 8,497 shares of common stock at $0 per share on 02/10/2026. This reflects settlement of a performance-based equity award rather than an open-market stock purchase.

How many EOG (EOG) shares does Jeffrey R. Leitzell own after this Form 4 transaction?

After the reported transaction, EVP & COO Jeffrey R. Leitzell directly holds 63,481.492 shares of EOG common stock. This total includes the newly acquired 8,497 shares tied to his performance-based equity award granted in September 2022.

What performance period determined the 8,497 Performance Units awarded to EOG’s EVP & COO?

The 8,497 Performance Units are based on EOG’s total shareholder return from January 2023 through December 2025. EOG’s TSR over this three-year period is compared with nine designated peer companies to calculate the final payout multiple on the 2022 award.

What performance multiple applied to Jeffrey R. Leitzell’s 2022 EOG Performance Unit award?

The Compensation & Human Resources Committee certified a 100% performance multiple for the 2022 Performance Unit award on 02/10/2026. This means the award pays out at the original target of 8,497 units, rather than being increased or reduced by the TSR-based formula.

When will the EOG Performance Units for Jeffrey R. Leitzell cliff vest and convert to shares?

The 8,497 Performance Units will cliff vest on 02/28/2026. After that vesting date, the corresponding shares of EOG common stock will be distributed to EVP & COO Jeffrey R. Leitzell in accordance with the award agreement’s terms.

How is the performance multiple for EOG’s 2022 Performance Units calculated?

The performance multiple ranges from 0% to 200% and is based on EOG’s TSR rank versus nine peers plus an Absolute ROCE Modifier and Negative TSR Cap. For Jeffrey R. Leitzell’s 2022 award, these provisions produced a certified 100% multiple.