Donaldson Michael P 4

What Happened

• Michael P. Donaldson, Executive Vice President & Chief Legal Officer of EOG Resources, received an award of 15,933 Performance Units on 2026-02-10. The units were granted at $0.00 (award/grant), so no cash was exchanged on grant.
• The Compensation & Human Resources Committee certified a performance multiple of 100% for the 2022 Award on 2026-02-10. As a result, the 15,933 Performance Units will "cliff" vest on 2026-02-28 and the corresponding shares of EOG common stock will be distributed to him following that vesting date.

Key Details

• Transaction date: 2026-02-10; Grant type: Award/Grant (code A); Price: $0.00; Shares awarded: 15,933.
• Performance period and metrics: TSR of EOG vs. 9 designated peers for Jan 2023–Dec 2025; performance multiple applied (0–200%) and other adjustments (Absolute ROCE modifier and Negative TSR Cap) were part of the award formula.
• Performance multiple certified: 100% (Certified by the Compensation & Human Resources Committee on 2026-02-10).
• Vesting/distribution: Units cliff vest on 2026-02-28; shares will be distributed after vesting per the award agreement.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing: Form 4 filed 2026-02-12 reporting the 2026-02-10 grant (appears timely).

Context

• These are performance-based restricted units (not an open-market purchase or sale). They convert to actual shares only if/when the award vests per the stated performance and timing conditions.
• Awards like this are routine elements of executive compensation tied to company performance; they do not represent an immediate market buy or sell by the insider.