EOG RESOURCES INC — Director's Dealing 2024

Feb 12, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2024-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-08	Common Stock	A	4994	—	Acquired	110140.443	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8000	Indirect
Common Stock	8000	Indirect
Common Stock	8000	Indirect

Footnotes

F1: The Reporting Person received an award of 19,976 Performance Units on Sept. 28, 2020 ("Sept. 2020 Award"). The performance metric applicable to this award is the total shareholder return ("TSR") of the Issuer over a 3-year performance period (Jan. 2021 through Dec. 2023) relative to the TSR of each of the Issuer's nine 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 Feb. 8, 2024) was 8 and 25%, respectively. Accordingly, 14,982 Performance Units have been deducted from the Sept. 2020 Award and 4,994 aggregate Performance Units will "cliff" vest on Feb. 28, 2024. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date.