Eog Res Inc SEC Filings

EOG Resources, Inc. announced that John D. Chandler has been appointed to its Board of Directors and to the Board’s Audit Committee, effective December 10, 2025. Chandler brings more than 30 years of energy industry experience, mainly in financial leadership and business development roles, including serving as Senior Vice President and Chief Financial Officer of The Williams Companies from 2017 until his retirement in 2022.

He previously held senior finance positions at Magellan Midstream Partners, as well as various financial and strategic roles at Williams and MAPCO Inc. Chandler currently serves as Chairman of the Board of Matrix Services Company and as a director and Audit Committee Chairman of LSB Industries, Inc. As a non-employee director at EOG, he will receive the same quarterly cash retainer as other non-employee directors and a grant of restricted stock units under EOG’s 2021 Omnibus Equity Compensation Plan, with the RSUs cliff vesting one year after the December 15, 2025 grant date.

EOG Resources, Inc. entered into a new senior unsecured revolving credit agreement providing a committed borrowing capacity of $3.0 billion. This new facility replaces the company’s prior $1.9 billion revolving credit agreement, which was terminated without penalty on the same date, with no borrowings or letters of credit outstanding at termination.

The new facility has a scheduled maturity of December 3, 2030 and allows EOG to request up to two one-year extensions, subject to lender consent. EOG may also request increases in total commitments to an amount not to exceed $4.0 billion, and the agreement includes swingline and letter of credit subfacilities.

Borrowings will bear interest at either SOFR plus a margin or a base rate plus a margin, with the applicable margin tied to EOG’s senior unsecured long-term debt credit rating. The facility includes customary covenants and events of default for investment-grade, unsecured credit agreements, including a financial covenant requiring a ratio of total debt to total capitalization of no greater than 65%.

EOG Resources, Inc. completed an underwritten public offering of $1,000,000,000 of senior unsecured notes. The deal includes $750,000,000 of 4.400% Senior Notes due 2031 and $250,000,000 of 5.950% Senior Notes due 2055. The new 2055 notes form a single series with $500,000,000 of 5.950% Senior Notes due 2055 issued earlier in 2025 and will trade interchangeably.

EOG states that it intends to use a portion of the net proceeds to repay or redeem its 4.15% Senior Notes due 2026, helping refinance upcoming debt maturities. The notes rank equally with EOG’s other unsecured, unsubordinated debt and are subject to optional redemption provisions described in related officers’ certificates and the prospectus supplement.

EOG Resources, Inc. is issuing $1.0 billion of senior unsecured notes, split between $750 million 4.400% notes due 2031 and $250 million additional 5.950% notes due 2055. The new 2055 notes will form a single series with the existing 5.950% 2055 notes, bringing total 2055 notes outstanding to $750 million.

EOG expects to receive approximately $996 million in net proceeds after underwriting discounts and expenses, and intends to use them for general corporate purposes, including repaying its $750 million 4.15% senior notes due 2026 at or before maturity. The notes are senior unsecured obligations, structurally subordinated to subsidiary debt and effectively subordinated to any future secured debt. EOG may redeem the notes early at make‑whole or par prices, and there is no plan to list them on an exchange, so trading liquidity may be limited.

EOG Resources, Inc. is offering two tranches of senior unsecured notes, including additional 5.950% Senior Notes due 2055 that will form a single series with its existing 2055 notes. The notes pay interest semi-annually and may be redeemed early at EOG’s option, using a make-whole formula before defined par call dates and at par thereafter. The notes rank equally with EOG’s other unsecured, unsubordinated debt and are effectively and structurally subordinated to secured debt and subsidiary obligations. As of September 30, 2025, EOG had $7,640 million of unsecured debt outstanding. EOG expects to use the net proceeds for general corporate purposes, including repaying its $750 million 4.15% senior notes due January 15, 2026.

EOG Resources, Inc. is offering two series of senior unsecured notes under a prospectus supplement to its automatic shelf registration. The deal includes a new series of notes maturing in 20   and an additional issuance of its existing 5.950% Senior Notes due 2055, which will form a single fungible series with the current 2055 notes. The notes rank equally with EOG’s other unsecured, unsubordinated debt, but are effectively subordinated to any future secured borrowings and to all liabilities of subsidiaries.

EOG plans to use the net proceeds for general corporate purposes, including repaying the $750 million 4.15% senior notes due 2026 at or before maturity. As of September 30, 2025, EOG had $7,640 million in total principal amount of unsecured indebtedness and no secured debt. The notes are redeemable at EOG’s option (with make‑whole and par call features) and will not be listed on a securities exchange, so liquidity will depend on dealer market making.

EOG Resources Inc. executive Michael P. Donaldson, EVP & Chief Legal Officer, reported a routine equity transaction on Form 4. On 11/14/2025, 366 shares of EOG common stock were disposed of with a transaction code "F" at a price of $110.4 per share, indicating shares were withheld to cover tax obligations on equity compensation. After this transaction, he beneficially owns 96,217.133 shares directly. He also reports indirect ownership of 10,000 shares in each of three family trusts and 10,000 shares held by his wife.

EOG Resources reported Q3 2025 results showing resilient profitability amid mixed pricing. Operating revenues were $5,847 million and net income was $1,471 million, or $2.70 diluted EPS. Operating income was $1,836 million as lower crude revenue was offset by stronger natural gas and stable midstream activity. For the first nine months, operating revenues were $16,994 million and net income $4,279 million.

Cash from operations reached $7,432 million year‑to‑date, funding portfolio expansion and returns. EOG closed the $4,484 million cash acquisition of Encino (Utica) on August 1 and repaid Encino’s senior notes with approximately $1,292 million, supported by issuing $3.47 billion of new senior notes. Long‑term debt rose to $7,667 million and cash ended the quarter at $3,530 million.

EOG repurchased 15.4 million shares for about $1.8 billion in the first nine months, with roughly $4.0 billion remaining under its authorization. The quarterly dividend was raised to $1.02 per share, with the next payment scheduled for January 30, 2026. Shares outstanding were 542,598,457 as of October 30, 2025.

EOG Resources (EOG) furnished an update via Form 8-K. The company issued a press release announcing third quarter 2025 financial and operational results, and provided fourth quarter and full year 2025 forecast and benchmark commodity pricing information.

The press release and accompanying forecast information are attached as Exhibit 99.1. The information under Items 2.02 and 7.01 is furnished and is not deemed “filed” under Section 18 of the Exchange Act.