EOG CFO exercises SARs, sells 2,597 shares

Q: How many EOG shares did the CFO acquire through exercising stock appreciation rights?

The CFO exercised stock appreciation rights covering 9,365 EOG common shares. These rights had an exercise price of $75.09 per share, were granted in 2019, and became fully exercisable on September 26, 2022, before being exercised in March 2026.

Q: How many EOG shares did the CFO sell in open-market transactions?

The filing shows the CFO sold 2,597 shares of EOG common stock in open-market or private transactions. Reported sale prices were around $134.99 to $135.04 per share, as part of the broader exercise-and-disposition sequence on March 12, 2026.

Q: How many EOG shares were withheld or returned in connection with taxes and issuer dispositions?

The filing reports 1,534 shares used for tax-withholding transactions and additional shares disposed to the issuer. These steps reflect payment of tax liabilities and issuer-related dispositions connected to the exercise of stock appreciation rights on March 12, 2026.

Q: What is the CFO’s EOG common stock holding after these transactions?

After all reported transactions, the CFO directly holds 100,246.3831 shares of EOG common stock. This figure reflects the net position following derivative exercises, open-market sales, tax-withholding dispositions, and shares returned to the issuer on March 12, 2026.

EOG Resources EVP & CFO Ann D. Janssen reported a series of stock-based compensation transactions.

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Rhea-AI Filing Summary

EOG Resources EVP & CFO Ann D. Janssen reported a series of stock-based compensation transactions. She exercised stock appreciation rights covering 9,365 shares of common stock at an exercise price of $75.09 per share, fully exhausting these derivative awards.

From the acquired shares, 2,597 shares were sold in open-market transactions at prices around $135.04 per share, while additional shares were returned to the issuer and withheld to cover tax obligations. After these transactions, she directly holds 100,246.3831 shares of EOG common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Janssen Ann D.

Role EVP & Chief Financial Officer

Sold 2,597 shs ($349K)

Approx. gross sale proceeds $349K

Approx. exercise cost $703K

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights	4,365	$0.00	$0.00
Exercise	Stock Appreciation Rights	5,000	$0.00	$0.00
Exercise	Common Stock	4,365	$75.09	$328K
Disposition	Common Stock	2,427	$135.04	$328K
Exercise Price or Tax Liability	Common Stock	763	$135.04	$103K
Sale	Common Stock	1,175	$134.985	$159K
Exercise	Common Stock	5,000	$75.09	$375K
Disposition	Common Stock	2,807	$133.76	$375K
Exercise Price or Tax Liability	Common Stock	771	$133.76	$103K
Sale	Common Stock	1,422	$133.76	$190K

Holdings After Transaction: Stock Appreciation Rights — 0 contracts (Direct); Common Stock — 100,246.3831 shares (Direct)

Footnotes (1)

F1. The SARs granted became exercisable in increments of 33%, 33%, and 34% on each of the first three anniversaries, respectively, of the September 26, 2019 date of grant. The SARs granted became fully exercisable on September 26, 2022.

FAQ

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What did EOG (EOG) CFO Ann D. Janssen report in this Form 4?

Ann D. Janssen reported exercising stock appreciation rights into EOG common shares and related dispositions. The filing shows derivative exercises, sales, returns to the issuer, and tax-withholding transactions, all dated March 12, 2026, tied to previously granted stock appreciation rights.

How many EOG shares did the CFO acquire through exercising stock appreciation rights?

The CFO exercised stock appreciation rights covering 9,365 EOG common shares. These rights had an exercise price of $75.09 per share, were granted in 2019, and became fully exercisable on September 26, 2022, before being exercised in March 2026.

How many EOG shares did the CFO sell in open-market transactions?

The filing shows the CFO sold 2,597 shares of EOG common stock in open-market or private transactions. Reported sale prices were around $134.99 to $135.04 per share, as part of the broader exercise-and-disposition sequence on March 12, 2026.

How many EOG shares were withheld or returned in connection with taxes and issuer dispositions?

The filing reports 1,534 shares used for tax-withholding transactions and additional shares disposed to the issuer. These steps reflect payment of tax liabilities and issuer-related dispositions connected to the exercise of stock appreciation rights on March 12, 2026.

What is the CFO’s EOG common stock holding after these transactions?

After all reported transactions, the CFO directly holds 100,246.3831 shares of EOG common stock. This figure reflects the net position following derivative exercises, open-market sales, tax-withholding dispositions, and shares returned to the issuer on March 12, 2026.

Were any stock appreciation rights remaining after the reported EOG transactions?

No remaining stock appreciation rights are shown after these transactions. The filing indicates the exercised stock appreciation rights, granted in 2019 and fully exercisable since September 26, 2022, were fully exercised, with no derivative positions listed afterward.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/16/2026 - 02:41 PM EDT

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
Estimated average burden
hours per response:			0.5

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^*

Janssen Ann D.

(Last)

(First)

(Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON

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)
03/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2026		M		4,365⁽¹⁾	A	$75.09	104,611.3831	D
Common Stock	03/12/2026		D		2,427	D	$135.04	102,184.3831	D
Common Stock	03/12/2026		F		763	D	$135.04	101,421.3831	D
Common Stock	03/12/2026		S		1,175	D	$134.985	100,246.3831	D
Common Stock	03/12/2026		M		5,000⁽¹⁾	A	$75.09	105,246.3831	D
Common Stock	03/12/2026		D		2,807	D	$133.76	102,439.3831	D
Common Stock	03/12/2026		F		771	D	$133.76	101,668.3831	D
Common Stock	03/12/2026		S		1,422	D	$133.76	100,246.3831	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$75.09	03/12/2026		M			4,365⁽¹⁾	09/26/2020	09/26/2026	Common Stock	4,365	$0	5,000	D
Stock Appreciation Rights	$75.09	03/12/2026		M			5,000⁽¹⁾	09/26/2020	09/26/2026	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. The SARs granted became exercisable in increments of 33%, 33%, and 34% on each of the first three anniversaries, respectively, of the September 26, 2019 date of grant. The SARs granted became fully exercisable on September 26, 2022.

	Michael E. Montifar, attorney-in-fact for Ann D. Janssen	03/16/2026
	** 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.

Source: View Original Filing on SEC EDGAR