EOG executive exercises rights, sells some shares

EOG Resources EVP & COO Jeffrey R. Leitzell exercised stock appreciation rights and made related share dispositions.

Rhea-AI Filing Summary

EOG Resources EVP & COO Jeffrey R. Leitzell exercised stock appreciation rights and made related share dispositions. He exercised 8,640 rights at $37.44 and 6,362 rights at $81.81, receiving the same number of common shares. To cover obligations, 3,699 shares were delivered for tax and exercise costs and additional shares were returned to the issuer. He also sold 5,698 common shares at $150.32 per share in an open-market transaction. After these transactions, he directly holds 88,045.492 shares of EOG common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Leitzell Jeffrey R.

Role EVP & COO

Sold 5,698 shs ($857K)

Approx. gross sale proceeds $857K

Approx. exercise cost $844K

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights	8,640	$0.00	$0.00
Exercise	Stock Appreciation Rights	6,362	$0.00	$0.00
Exercise	Common Stock	8,640	$37.44	$323K
Disposition	Common Stock	2,146	$150.735	$323K
Exercise Price or Tax Liability	Common Stock	2,556	$150.735	$385K
Exercise	Common Stock	6,362	$81.81	$520K
Disposition	Common Stock	3,459	$150.47	$520K
Exercise Price or Tax Liability	Common Stock	1,143	$150.47	$172K
Sale	Common Stock	5,698	$150.32	$857K

Holdings After Transaction: Stock Appreciation Rights — 0 contracts (Direct); Common Stock — 88,045.492 shares (Direct)

Footnotes (2)

1. F1. The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 28, 2020 date of grant. The SARs became fully exercisable on September 28, 2023.
2. F2. The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 27, 2021 date of grant. The SARs became fully exercisable on September 27, 2024.

Key Figures

SARs exercised at $37.44: 8,640 rights SARs exercised at $81.81: 6,362 rights Open-market sale: 5,698 shares at $150.32 +4 more

7 metrics

SARs exercised at $37.44 8,640 rights Converted into 8,640 EOG common shares on March 31, 2026

SARs exercised at $81.81 6,362 rights Converted into 6,362 EOG common shares on March 31, 2026

Open-market sale 5,698 shares at $150.32 Common stock sale on March 31, 2026

Shares for tax/exercise 3,699 shares Delivered to cover tax and exercise liabilities at ~$150.47–$150.735

Post-transaction holdings 88,045.492 shares Direct EOG common stock owned after March 31, 2026 transactions

Issuer dispositions 5,605 shares Returned to issuer via D-code transactions at ~$150.47–$150.735

Total SAR shares exercised 15,002 shares Total common shares from exercised stock appreciation rights

Key Terms

Stock Appreciation Rights, Exercise or conversion of derivative security, tax-withholding disposition, Disposition to issuer, +1 more

5 terms

Stock Appreciation Rights financial

"The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4%..."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Disposition to issuer financial

"transaction_action: "issuer disposition""

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EOG (EOG) executive Jeffrey Leitzell report in this Form 4?

Jeffrey R. Leitzell, EVP & COO of EOG Resources, reported exercising stock appreciation rights into 15,002 common shares, handling tax and exercise obligations with share deliveries, and selling 5,698 shares in the open market, while retaining 88,045.492 common shares directly afterward.

How many EOG (EOG) stock appreciation rights did Leitzell exercise?

Leitzell exercised 8,640 stock appreciation rights with a strike price of $37.44 and 6,362 stock appreciation rights with a strike price of $81.81. Each right converted into one share of EOG common stock, resulting in 15,002 new shares acquired through derivative exercises.

How many EOG (EOG) shares did Jeffrey Leitzell sell and at what price?

Leitzell sold 5,698 EOG common shares in an open-market transaction at a price of $150.32 per share. This sale occurred on March 31, 2026, alongside the exercise of stock appreciation rights and related tax and issuer dispositions reported in the same Form 4.

How many EOG (EOG) shares does Leitzell own after these transactions?

Following the reported exercises, tax deliveries, dispositions to the issuer, and the open-market sale, Leitzell directly owns 88,045.492 EOG common shares. This figure reflects his remaining direct holdings after all Form 4 transactions dated March 31, 2026 were completed.

Were any EOG (EOG) shares used to cover tax liabilities for Leitzell?

Yes. A total of 3,699 EOG common shares were delivered to cover tax and exercise obligations. This included 2,556 shares at $150.735 and 1,143 shares at $150.47, categorized as tax-withholding dispositions rather than open-market sales in the Form 4 filing.

What are the key strike prices on Leitzell’s EOG (EOG) stock appreciation rights?

The exercised stock appreciation rights had strike prices of $37.44 and $81.81 per share. These rights converted into equal numbers of EOG common shares when exercised, as disclosed in the Form 4, and are tied to earlier grant dates referenced in the accompanying footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/02/2026 - 12:02 PM Learn about SEC filing dates

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^*

Leitzell Jeffrey R.

(Last) (First) (Middle)

1111 BAGBY, SKY LOBBY 2

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/31/2026		M		8,640(1)	A	$37.44	96,685.492	D
Common Stock	03/31/2026		D		2,146	D	$150.735	94,539.492	D
Common Stock	03/31/2026		F		2,556	D	$150.735	91,983.492	D
Common Stock	03/31/2026		M		6,362(2)	A	$81.81	98,345.492	D
Common Stock	03/31/2026		D		3,459	D	$150.47	94,886.492	D
Common Stock	03/31/2026		F		1,143	D	$150.47	93,743.492	D
Common Stock	03/31/2026		S		5,698	D	$150.32	88,045.492	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	$37.44	03/31/2026		M			8,640(1)	09/28/2021	09/28/2027	Common Stock	8,640	$0	0	D
Stock Appreciation Rights	$81.81	03/31/2026		M			6,362(2)	09/27/2022	09/27/2028	Common Stock	6,362	$0	0	D

Explanation of Responses:

1. The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 28, 2020 date of grant. The SARs became fully exercisable on September 28, 2023.

2. The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 27, 2021 date of grant. The SARs became fully exercisable on September 27, 2024.

	Michael E. Montifar, attorney-in-fact for Jeffrey R. Leitzell	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)