Janssen Ann D. 4

What Happened
Ann D. Janssen, Chief Financial Officer of EOG Resources (EOG), exercised stock appreciation rights (SARs) on March 12, 2026, resulting in the acquisition of 9,365 shares (4,365 + 5,000) at an exercise price of $75.09 per share. All shares from the exercises were disposed the same day through a mix of share surrender to the issuer, shares withheld to satisfy tax liabilities, and open‑market sales:

• Surrendered to issuer: 2,427 shares (@ $135.04) and 2,807 shares (@ $133.76) — totals $327,742 and $375,464 respectively (used to cover exercise obligations).
• Tax withholding: 763 shares (@ $135.04 = $103,036) and 771 shares (@ $133.76 = $103,129).
• Open‑market sales: 1,175 shares (@ $134.99 = $158,607) and 1,422 shares (@ $133.76 = $190,207) — total open‑market proceeds ≈ $348,814. The filing also records derivative settlement entries for the same 4,365 and 5,000 share amounts (reported at $0.00) consistent with SAR settlement.

Key Details

• Transaction date: March 12, 2026. Filing date: March 16, 2026 (appears to be filed after the typical 2‑business‑day Form 4 window).
• Exercise price: $75.09 per share. Reported sale/market prices: $135.04 and $133.76 (depending on the disposition).
• Shares acquired by exercise: 9,365. Shares sold/withheld that same day: 9,365 (no net increase reported).
• Shares owned after transaction: not disclosed in this Form 4.
• Footnote: SARs were granted September 26, 2019 and became fully exercisable on September 26, 2022 (per footnote F1).
• Transaction codes: M = exercise/conversion of derivative (SAR exercise), D = disposition to the issuer (surrendered to cover obligations), F = payment of exercise price/tax withholding, S = open‑market sale.

Context

• This was a cashless-style SAR exercise/settlement: the exercised SARs were settled and shares were surrendered/withheld to cover the exercise/tax obligations, with the remaining shares sold in the open market the same day.
• Such exercises with immediate withholding/sales are common for vested option/SAR settlements and are routine tax/settlement actions rather than an explicit buy or sell signal about company prospects.