EOG RESOURCES INC·4

Apr 2, 12:02 PM ET

Leitzell Jeffrey R. 4

4 · EOG RESOURCES INC · Filed Apr 2, 2026

Research Summary

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EOG EVP & COO Jeffrey Leitzell Sells Shares After Exercising SARs

What Happened
Jeffrey R. Leitzell, EVP & COO of EOG Resources (EOG), exercised stock appreciation rights (SARs) on March 31, 2026 and immediately surrendered, withheld or sold the resulting shares. He exercised 15,002 SARs in two grants (8,640 shares at a spread equivalent of $37.44 and 6,362 shares at $81.81), producing 15,002 shares. All 15,002 shares were then disposed of through a mix of issuer withholding and an open-market sale, generating total proceeds of approximately $2.26 million. The transactions included tax/price-withholding and an open-market sale of 5,698 shares for $856,523.

Key Details

  • Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (timely; within two business days).
  • Exercises (M): 8,640 shares @ spread $37.44 = $323,482 and 6,362 shares @ $81.81 = $520,475 (total 15,002 shares acquired by exercise).
  • Dispositions:
    • To issuer (D) 2,146 shares @ $150.74 = $323,477
    • Withheld for tax/price (F) 2,556 shares @ $150.74 = $385,279
    • To issuer (D) 3,459 shares @ $150.47 = $520,476
    • Withheld for tax/price (F) 1,143 shares @ $150.47 = $171,987
    • Open-market sale (S) 5,698 shares @ $150.32 = $856,523
  • Net effect: Exercised 15,002 SARs and disposed of 15,002 shares (no net increase in share count from these transactions).
  • Shares owned after transaction: Not specified in the provided filing details.
  • Footnotes: SAR grants vested per footnotes—one grant fully exercisable as of 9/28/2023 (F1) and the other fully exercisable as of 9/27/2024 (F2).
  • Codes explained: M = derivative exercise, D = disposition to issuer, F = payment/withholding for exercise or tax, S = open-market sale.

Context
This was essentially a cashless/net-settlement exercise of SARs: Leitzell exercised vested SARs and used a portion of resulting shares to satisfy exercise price/tax obligations and sold the remainder in the open market. Such transactions are common for executives monetizing vested equity and do not, by themselves, indicate the insider’s longer-term view of the company.

Insider Transaction Report

Form 4
Period: 2026-03-31
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-31$37.44/sh+8,640$323,48296,685.492 total
  • Disposition to Issuer

    Common Stock

    2026-03-31$150.74/sh2,146$323,47794,539.492 total
  • Tax Payment

    Common Stock

    2026-03-31$150.74/sh2,556$385,27991,983.492 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-03-31$81.81/sh+6,362$520,47598,345.492 total
  • Disposition to Issuer

    Common Stock

    2026-03-31$150.47/sh3,459$520,47694,886.492 total
  • Tax Payment

    Common Stock

    2026-03-31$150.47/sh1,143$171,98793,743.492 total
  • Sale

    Common Stock

    2026-03-31$150.32/sh5,698$856,52388,045.492 total
  • Exercise/Conversion

    Stock Appreciation Rights

    [F1]
    2026-03-318,6400 total
    Exercise: $37.44From: 2021-09-28Exp: 2027-09-28Common Stock (8,640 underlying)
  • Exercise/Conversion

    Stock Appreciation Rights

    [F2]
    2026-03-316,3620 total
    Exercise: $81.81From: 2022-09-27Exp: 2028-09-27Common Stock (6,362 underlying)
Footnotes (2)
  • [F1]The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 28, 2020 date of grant. The SARs became fully exercisable on September 28, 2023.
  • [F2]The SARs granted became exercisable in increments of 33.3%, 33.3% and 33.4% on each of the first three anniversaries, respectively, of the September 27, 2021 date of grant. The SARs became fully exercisable on September 27, 2024.
Signature
Michael E. Montifar, attorney-in-fact for Jeffrey R. Leitzell|2026-04-02

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT