EOG (EOG) CFO exercises 9,365 SARs and disposes shares in March 19 transactions

Rhea-AI Filing Summary

EOG Resources EVP & CFO Ann D. Janssen exercised stock appreciation rights for 9,365 shares of common stock at an exercise price of $37.44 per share on March 19, 2026. These SARs, granted in 2020, became fully exercisable on September 28, 2023.

On the same date, 2,504 shares were disposed of back to the issuer, 2,700 shares were withheld to cover tax obligations, and 4,161 shares were sold in open-market transactions at about $140.04 per share. After these transactions, Janssen directly held 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 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 & Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		M		9,365(1)	A	$37.44	109,611.3831	D
Common Stock	03/19/2026		D		2,504	D	$140.055	107,107.3831	D
Common Stock	03/19/2026		F		2,700	D	$140.055	104,407.3831	D
Common Stock	03/19/2026		S		4,161	D	$140.04	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	$37.44	03/19/2026		M			9,365(1)	09/28/2021	09/28/2027	Common Stock	9,365	$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 granted became fully exercisable on September 28, 2023.

	Michael E. Montifar, attorney-in-fact for Ann D. Janssen	03/23/2026
	** 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)

FAQ

What insider transactions did EOG (EOG) CFO Ann Janssen report?

Ann D. Janssen exercised stock appreciation rights for 9,365 EOG shares and carried out related share dispositions. These included shares returned to the issuer, shares withheld for taxes, and an open-market sale, all on March 19, 2026.

How many EOG shares did the CFO sell in the open market?

Ann D. Janssen sold 4,161 shares of EOG common stock in open-market transactions at about $140.04 per share. This sale was part of a broader exercise-and-dispose sequence tied to previously granted stock appreciation rights.

What was the size of the stock appreciation rights exercised by EOG’s CFO?

The CFO exercised stock appreciation rights covering 9,365 underlying EOG common shares at an exercise price of $37.44 per share. These rights were granted in 2020 and became fully exercisable on September 28, 2023, before being exercised in March 2026.

How many EOG shares did the CFO use for tax withholding and issuer disposition?

Following the exercise, 2,504 EOG shares were disposed of to the issuer and 2,700 shares were delivered to cover tax obligations. These non-market disposals accompanied the open-market sale and reduced the net shares retained from the exercised rights.

How many EOG shares does the CFO hold after these Form 4 transactions?

After exercising stock appreciation rights and completing associated dispositions, Ann D. Janssen directly holds 100,246.3831 shares of EOG common stock. This figure reflects her updated direct ownership following all March 19, 2026 transactions reported on the Form 4.

When did the EOG CFO’s stock appreciation rights become fully exercisable?

The stock appreciation rights granted to the EOG CFO became fully exercisable on September 28, 2023. They had vested in three annual increments of 33.3%, 33.3% and 33.4% from the original grant date of September 28, 2020.