EOG Resources (NYSE: EOG) CFO exercises SARs and sells common shares

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.

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^*

Janssen Ann D.

(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 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)
			Code	V	Amount	(A) or (D)	Price
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.
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FAQ

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.