[Form 4] EOG RESOURCES INC Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey R. Leitzell, EVP & COO of EOG Resources (EOG), reported an insider grant and stock award received on 09/26/2025. The Form 4 shows an acquisition of 15,343 common shares at $0 per share, increasing his beneficial ownership to 61,085.343 shares. The filing also discloses a separate award of 23,015 restricted stock units subject to performance conditions, effective the same date, which the filer notes is not yet reportable on Form 4. The form was signed by an attorney-in-fact on 09/30/2025.

Positive

• Increase in insider ownership: Reporting person’s beneficial holdings rose to 61,085.343 shares after the reported award.
• Performance-aligned compensation: Award includes 23,015 restricted stock units with performance conditions, aligning pay with company outcomes.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Executive received equity awards that increase insider ownership and include performance-based restricted stock units.

The reported acquisition of 15,343 common shares for $0 indicates these shares were granted rather than purchased, which is consistent with compensation-related awards for an executive officer. The additional 23,015 performance-based restricted stock units represent contingent compensation tied to future performance metrics and are explicitly stated as not yet reportable on Form 4. From a governance perspective, the transactions increase the executive's alignment with shareholder interests through equity ownership while preserving company discretion via performance conditions. All details presented are explicit in the filing.

Securities Analyst

TL;DR: Material insider grant increases reported beneficial ownership; performance units may convert to shares if conditions are met.

The Form 4 documents an award dated 09/26/2025 that added 15,343 common shares to the reporting person’s holdings, bringing total beneficial ownership to 61,085.343 shares. The filing separately discloses 23,015 performance-based restricted stock units effective the same date and notes those units are not yet reportable on Form 4. The filing provides specific quantities and the reporting chain, but does not describe the performance metrics, vesting schedule, or potential dilution impact, which limits deeper quantitative assessment. The filing was executed by an attorney-in-fact on 09/30/2025.

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
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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).

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)
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		15,343(1)	A	$0	61,085.343	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. In addition to the reported award, the Reporting Person received an award of 23,015 restricted stock units with performance-based conditions ("performance units"), effective September 26, 2025, pursuant to the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan, which award is not yet reportable on Form 4.

	Michael E. Montifar, attorney-in-fact for Jeffrey R. Leitzell	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.
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 did Jeffrey R. Leitzell report on Form 4 for EOG (EOG)?

The Form 4 reports an acquisition of 15,343 common shares on 09/26/2025, bringing his beneficial ownership to 61,085.343 shares, and discloses an additional 23,015 performance-based restricted stock units award.

Were the 15,343 shares purchased or granted according to the filing?

The filing shows a transaction code of A with a price of $0, indicating the 15,343 shares were granted/acquired as compensation rather than bought.

Are the 23,015 restricted stock units reported on Form 4?

The filing explicitly states the 23,015 performance units are effective 09/26/2025 but are not yet reportable on Form 4.

What is Jeffrey Leitzell’s role at EOG and how was the form signed?

The filing identifies him as EVP & COO and the Form 4 was signed by Michael E. Montifar, attorney-in-fact on 09/30/2025.

Does the Form 4 describe performance metrics or vesting details for the restricted stock units?

No. The filing states the number of performance units and that they are performance-based, but it does not provide the specific performance metrics or vesting schedule.