Sec Form 4 Filing - Yacob Ezra Y @ EOG RESOURCES INC - 2024-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Yacob Ezra Y 2. Issuer Name and Ticker or Trading Symbol EOG RESOURCES INC [ EOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 1111 BAGBY, SKY LOBBY 2 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2024 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/08/2024 A 3,685 ( 1 ) A $ 0 150,127.811 D Common Stock 02/08/2024 A 1,955 ( 2 ) A $ 0 152,082.811 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yacob Ezra Y 1111 BAGBY, SKY LOBBY 2 HOUSTON, TX77002 X Chairman & CEO Signatures Christina Byrom, attorney-in-fact for Ezra Y. Yacob 02/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person received an award of 14,742 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, 11,057 Performance Units have been deducted from the Sept. 2020 Award and 3,685 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. ( 2 )The Reporting Person received an award of 7,821 Performance Units on Jan. 4, 2021 ("Jan. 2021 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, 5,866 Performance Units have been deducted from the Jan. 2021 Award and 1,955 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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