Michael P. Donaldson - 10 Feb 2026 Form 4 Insider Report for EOG RESOURCES INC (EOG)

Role: EVP & Chief Legal Officer
Signature: Michael E. Montifar, attorney-in-fact for Michael P. Donaldson
Issuer symbol: EOG
Transactions as of: 10 Feb 2026
Net transactions value: $0
Form type: 4
Filing time: 12 Feb 2026, 19:29:09 UTC
Previous filing: 03 Feb 2026
Next filing: 03 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Donaldson Michael P	EVP & Chief Legal Officer	1111 BAGBY, SKY LOBBY 2, HOUSTON	Michael E. Montifar, attorney-in-fact for Michael P. Donaldson	12 Feb 2026	0001376006

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EOG	Common Stock	Award	$0	+15,933	+17%	$0.000000	112,446	10 Feb 2026	Direct	F1
holding	EOG	Common Stock						10,000	10 Feb 2026	Family Trust 1
holding	EOG	Common Stock						10,000	10 Feb 2026	Family Trust 2
holding	EOG	Common Stock						10,000	10 Feb 2026	Family Trust 3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.