EOG Resources (NYSE: EOG) COO logs tax-withholding share disposition

Rhea-AI Filing Summary

EOG Resources executive vice president and COO Jeffrey R. Leitzell reported a tax-withholding disposition of 2,161 shares of common stock at $124.08 per share on February 27, 2026. The transaction relates to the vesting of 8,497 performance units on that date. After this withholding, he directly owns 91,819.492 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

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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)
02/27/2026

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	02/27/2026		F		2,161(1)	D	$124.08	91,819.492	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. Relates to the vesting of 8,497 performance units on February 27, 2026.

	Michael E. Montifar, attorney-in-fact for Jeffrey R. Leitzell	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did EOG (EOG) report for Jeffrey R. Leitzell?

EOG reported that EVP & COO Jeffrey R. Leitzell disposed of 2,161 common shares in a tax-withholding transaction. The shares were used to satisfy tax obligations tied to vested performance units, not an open-market sale of stock.

Was the EOG (EOG) insider transaction a normal sale or tax withholding?

The insider transaction was a tax-withholding disposition, not a typical open-market sale. Shares were delivered to cover tax liabilities arising from the vesting of equity awards rather than sold at the executive’s discretion in the open market.

What price per share applied to Jeffrey Leitzell’s EOG (EOG) tax-withholding disposition?

The 2,161 disposed EOG common shares were valued at $124.08 per share. This price is used to calculate the value of shares withheld to satisfy tax obligations associated with the vesting of performance-based equity compensation.

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

After the tax-withholding disposition, Jeffrey R. Leitzell directly owns 91,819.492 EOG common shares. This figure reflects his remaining direct holdings following the transfer of 2,161 shares to cover associated tax liabilities.

What equity award event triggered the EOG (EOG) insider tax-withholding transaction?

The tax-withholding disposition relates to the vesting of 8,497 performance units on February 27, 2026. When these performance units vested, a portion of the resulting shares was withheld to meet income tax obligations tied to the award.

Who is the reporting insider in the latest EOG (EOG) Form 4 filing?

The reporting insider is Jeffrey R. Leitzell, who serves as executive vice president and chief operating officer. His Form 4 details a tax-withholding share disposition tied to the vesting of previously granted performance-based equity awards.