Eog Resources

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-02-10 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: EOG RESOURCES INC (EOG) CIK: 0000821189 --- Reporting Owner --- Name: Donaldson Michael P CIK: 0001376006 Role: Officer (EVP & Chief Legal Officer) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-02-10 | Code: A (Grant or award) Shares: +15,933 | Price: $0.00 Shares Owned After: 112,446.4011 | Ownership: D (Direct) Footnotes: [F1] The Reporting Person received an award of 15,933 Performance Units on 9/29/2022 ("2022 Award"). The applicable performance metric is the total shareholder return ("TSR") of the Issuer over a 3-year performance period (Jan. 2023 - Dec. 2025) relative to the TSR of each of the Issuer's 9 designated peer companies. As set forth in the award agreement, a performance multiple between 0% and 200% (based on the (1) Issuer's TSR rank for such performance period and (2) Absolute ROCE Modifier and Negative TSR Cap adjustment provisions) shall be applied to the number of Performance Units awarded. The performance multiple applicable to the 2022 Award (as certified by the Compensation & Human Resources Committee on 2/10/2026) was 100%. Accordingly, 15,933 Performance Units will "cliff" vest on 2/28/2026. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date. --- Holdings --- [Holding #1] Security: Common Stock Ownership: I (Indirect) [Holding #2] Security: Common Stock Ownership: I (Indirect) [Holding #3] Security: Common Stock Ownership: I (Indirect) --- Footnotes (Complete Index) --- F1: The Reporting Person received an award of 15,933 Performance Units on 9/29/2022 ("2022 Award"). The applicable performance metric is the total shareholder return ("TSR") of the Issuer over a 3-year performance period (Jan. 2023 - Dec. 2025) relative to the TSR of each of the Issuer's 9 designated peer companies. As set forth in the award agreement, a performance multiple between 0% and 200% (based on the (1) Issuer's TSR rank for such performance period and (2) Absolute ROCE Modifier and Negative TSR Cap adjustment provisions) shall be applied to the number of Performance Units awarded. The performance multiple applicable to the 2022 Award (as certified by the Compensation & Human Resources Committee on 2/10/2026) was 100%. Accordingly, 15,933 Performance Units will "cliff" vest on 2/28/2026. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date. --- Signature --- /s/ Michael E. Montifar, attorney-in-fact for Michael P. Donaldson (2026-02-12)