[Form 4] EOG RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Michael P. Donaldson, EVP & Chief Legal Officer at EOG Resources (EOG), reported non-derivative acquisitions on Form 4. On 09/26/2025 he acquired 11,252 shares and an additional 2,727 shares, bringing his reported direct beneficial ownership to 100,164.735 shares. The filings note four 10,000-share indirect holdings (Family Trusts and by spouse) and disclose larger restricted stock unit awards granted as part of his 2025 long-term incentive package: 16,878 performance units and an additional 4,091 performance units tied to his promotion, which are not yet reportable on Form 4.

Positive

• Promotion to Executive Vice President & Chief Legal Officer (effective 09/25/2025) explicitly disclosed
• Reported increase in direct beneficial ownership to 100,164.735 shares following acquisitions on 09/26/2025
• Grants of performance-based restricted stock units totaling 16,878 and 4,091 performance units (effective 09/26/2025) disclosed

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider promoted to EVP received significant equity awards, aligning pay with senior role.

The Form 4 documents a promotion-related equity grant and routine annual long-term incentive awards. The reported acquisitions increase disclosed direct ownership to 100,164.735 shares while several indirect holdings of 10,000 shares each remain. The disclosure that 16,878 performance units and 4,091 performance units were granted but are "not yet reportable on Form 4" is transparent but important for governance review because these performance units may affect future vesting and dilution assumptions under the 2021 Stock Plan.

Securities Analyst

TL;DR: Reported share purchases and planned performance-unit awards modestly increase insider stake and future equity compensation.

The reported direct purchases (11,252 and 2,727 shares) are recorded at $0 price per the Form 4 reporting conventions for grant entries, and the resulting total direct beneficial ownership is 100,164.735 shares. Additional performance-based restricted units (16,878 and 4,091) were granted effective 09/26/2025 and are subject to performance conditions and plan terms. These awards are material to modeling insider alignment and potential future share count but are not yet exercisable or included in the Form 4 totals.

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).

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)
09/26/2025

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	09/26/2025		A		11,252(1)	A	$0	97,437.735	D
Common Stock	09/26/2025		A		2,727(2)	A	$0	100,164.735	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
Common Stock								10,000	I	By Wife

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. In addition to the reported award, the Reporting Person received (as part of his annual long-term incentive award for 2025) an award of 16,878 restricted stock units with performance-based conditions ("performance units"), effective September 26, 2025 and pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan ("2021 Stock Plan"), which award is not yet reportable on Form 4.

2. In connection with his promotion to Executive Vice President and Chief Legal Officer, effective September 25, 2025, the Reporting Person received, in addition to the reported award, an award of 4,091 performance units, effective September 26, 2025 and pursuant to the 2021 Stock Plan, which award is not yet reportable on Form 4.

	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	09/30/2025
	** 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.
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FAQ

What insider transactions did Michael P. Donaldson report for EOG (EOG)?

The Form 4 reports acquisitions on 09/26/2025 of 11,252 shares and 2,727 shares, increasing reported direct ownership to 100,164.735 shares.

Did the Form 4 disclose any promotion or role change for the reporting person at EOG?

Yes. The filing states he was promoted to Executive Vice President & Chief Legal Officer, effective 09/25/2025.

Were there any equity awards beyond the reported share acquisitions?

Yes. The filing discloses an award of 16,878 performance units (annual long-term incentive) and an additional 4,091 performance units tied to the promotion; these are noted as not yet reportable on Form 4.

How are indirect holdings reported for Michael P. Donaldson?

The Form 4 lists indirect holdings of 10,000 shares each for three Family Trusts and 10,000 shares held by his wife.

What plan governs the disclosed performance unit awards?

The performance units are granted pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan.