[Form 4] EOG RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

EOG Resources executive Michael P. Donaldson reported a tax-withholding disposition of 5,088 shares of common stock on February 27, 2026. The shares were withheld at $124.08 per share to cover tax obligations tied to the vesting of 15,933 performance units on that date.

After this transaction, he directly owned 107,358.4011 common shares. He also reported indirect ownership of 10,000 common shares in each of three family trusts.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Donaldson Michael P

Role EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,088	$124.08	$631K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 107,358.401 shares (Direct); Common Stock — 10,000 shares (Indirect, Family Trust 1)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Donaldson Michael P

(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 Legal Officer

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		5,088(1)	D	$124.08	107,358.4011	D
Common Stock								10,000	I	Family Trust 1
Common Stock								10,000	I	Family Trust 2
Common Stock								10,000	I	Family Trust 3

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 15,933 performance units on February 27, 2026.

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	03/03/2026
	** 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.

FAQ

What insider transaction did EOG (EOG) executive Michael P. Donaldson report?

Michael P. Donaldson reported a tax-withholding disposition of 5,088 EOG common shares. The shares were withheld to satisfy tax obligations associated with the vesting of 15,933 performance units on February 27, 2026, rather than sold in an open-market transaction.

What price per share was used in Michael P. Donaldson’s EOG Form 4 transaction?

The tax-withholding disposition used a price of $124.08 per EOG common share. This price applied to the 5,088 shares withheld to cover tax liabilities arising from the vesting of 15,933 performance units on February 27, 2026, as disclosed in the filing.

How many EOG shares does Michael P. Donaldson own directly after this Form 4?

After the reported tax-withholding disposition, Michael P. Donaldson directly owns 107,358.4011 EOG common shares. This figure reflects his remaining direct holdings following the 5,088 shares withheld for taxes related to the vesting of performance units on February 27, 2026.

What indirect EOG share holdings did Michael P. Donaldson report?

Michael P. Donaldson reported indirect ownership of 10,000 EOG common shares in each of three family trusts. These positions are classified as indirect holdings, separate from his 107,358.4011 directly held shares, and are identified by their respective family trust ownership descriptions.

Was Michael P. Donaldson’s EOG Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The 5,088 shares of EOG common stock were withheld to satisfy tax liabilities connected to the vesting of 15,933 performance units on February 27, 2026, as noted in the footnote.