EOG RESOURCES INC — Director's Dealing 2023

Feb 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2023-02-06

Reporting Person: Donaldson Michael P (EVP, Gen. Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-06	Common Stock	A	9988	—	Acquired	109810.455	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000	Indirect
Common Stock	5000	Indirect
Common Stock	5000	Indirect

Footnotes

F1: The Reporting Person received an award of 19,976 Performance Units on September 26, 2019 ("2019 Award"). The performance metric applicable to this award is the total shareholder return ("TSR") of the Issuer over a three-year performance period (January 2020 through December 2022) relative to the TSR of each of the Issuer's nine (9) designated peer companies. Pursuant to the terms of the award agreement, between 0% and 200% of the award could be earned based on the Issuer's TSR rank for such performance period. The Issuer's TSR rank and performance multiple (as certified by the Issuer's Compensation and Human Resources Committee on February 6, 2023) was 7 and 50%, respectively. Accordingly, 9,988 Performance Units have been deducted from the 2019 Award and 9,988 aggregate Performance Units will "cliff" vest on February 28, 2023. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date.