Eog Resources Inc 10-Q for FY2026 Q3
Eog Resources Inc (EOG)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Eog Resources Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
EOG Resources reported third-quarter operating revenues of $8,549 million, up 46% from $5,847 million, and raised its quarterly dividend from $1.02 per share to $1.10, effective with the January 29, 2027 payment. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.55B
- up 46.2% from $5.85B a year earlier
- Net income
- $2.78B
- up 89.1% from net income of $1.47B a year earlier
- Diluted EPS
- $5.33
- up 97.4% from $2.70 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
(Mark One)
For the quarterly period ended September 30, 2026
or
Commission File Number: 1-9743
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
| Title of each class | Number of shares | ||||||||||
| Common Stock, par value $0.01 per share | (as of October 29, 2026) | ||||||||||
EOG RESOURCES, INC.
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | Page No. | |||||||||
| ITEM 1. | Financial Statements (Unaudited) | ||||||||||
| ITEM 2. | |||||||||||
| ITEM 3. | |||||||||||
| ITEM 4. | |||||||||||
| PART II. | OTHER INFORMATION | ||||||||||
| ITEM 1. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 5. | Other Information | ||||||||||
| ITEM 6. | |||||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In Millions, Except Per Share Data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Operating Revenues and Other | ||||||||||||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural Gas Liquids | ||||||||||||||||||||||||||||||||
| Natural Gas | ||||||||||||||||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | ||||||||||||||||||||||||||||||||
| Gathering, Processing and Marketing | ||||||||||||||||||||||||||||||||
| Gains (Losses) on Asset Dispositions, Net | ( | ( | ||||||||||||||||||||||||||||||
| Other, Net | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||
| Lease and Well | ||||||||||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | ||||||||||||||||||||||||||||||||
| Exploration Costs | ||||||||||||||||||||||||||||||||
| Dry Hole Costs | ||||||||||||||||||||||||||||||||
| Impairments | ||||||||||||||||||||||||||||||||
| Marketing Costs | ||||||||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||||||||||||||
| General and Administrative | ||||||||||||||||||||||||||||||||
| Taxes Other Than Income | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||||||||
| Other Income, Net | ||||||||||||||||||||||||||||||||
| Income Before Interest Expense and Income Taxes | ||||||||||||||||||||||||||||||||
| Interest Expense, Net | ||||||||||||||||||||||||||||||||
| Income Before Income Taxes | ||||||||||||||||||||||||||||||||
| Income Tax Provision | ||||||||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net Income Per Share | ||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Average Number of Common Shares | ||||||||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||||||||
| Comprehensive Income | ||||||||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustments | ( | |||||||||||||||||||||||||||||||
| Other Comprehensive Income (Loss) | ( | |||||||||||||||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share Data)
(Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current Assets | ||||||||||||||
| Cash and Cash Equivalents | $ | $ | ||||||||||||
| Accounts Receivable, Net | ||||||||||||||
| Inventories | ||||||||||||||
| Other | ||||||||||||||
| Total | ||||||||||||||
| Property, Plant and Equipment | ||||||||||||||
| Oil and Gas Properties (Successful Efforts Method) | ||||||||||||||
| Other Property, Plant and Equipment | ||||||||||||||
| Total Property, Plant and Equipment | ||||||||||||||
| Less: Accumulated Depreciation, Depletion and Amortization | ( | ( | ||||||||||||
| Total Property, Plant and Equipment, Net | ||||||||||||||
| Deferred Income Taxes | ||||||||||||||
| Other Assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Accounts Payable | $ | $ | ||||||||||||
| Accrued Taxes Payable | ||||||||||||||
| Dividends Payable | ||||||||||||||
| Current Portion of Long-Term Debt | ||||||||||||||
| Current Portion of Operating Lease Liabilities | ||||||||||||||
| Other | ||||||||||||||
| Total | ||||||||||||||
| Long-Term Debt | ||||||||||||||
| Other Liabilities | ||||||||||||||
| Deferred Income Taxes | ||||||||||||||
| Commitments and Contingencies (Note 5) | ||||||||||||||
| Stockholders' Equity | ||||||||||||||
Common Stock, $ Issued at both September 30, 2026 and December 31, 2025 | ||||||||||||||
| Additional Paid-In Capital | ||||||||||||||
| Accumulated Other Comprehensive Loss | ( | ( | ||||||||||||
| Retained Earnings | ||||||||||||||
Common Stock Held in Treasury, | ( | ( | ||||||||||||
| Total Stockholders' Equity | ||||||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held in Treasury | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held in Treasury | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In Millions, Except Per Share Data)
(Unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held in Treasury | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Common Stock Held in Treasury | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | ||||||||||||||||||||||||||||||||||
Common Stock Dividends Declared, $ | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Treasury Stock Repurchased | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Change in Treasury Stock - Stock Compensation Plans, Net | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Restricted Stock and Restricted Stock Units, Net | — | ( | — | — | ||||||||||||||||||||||||||||||||||
| Stock-Based Compensation Expenses | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
EOG RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||||||||
| Reconciliation of Net Income to Net Cash Provided by Operating Activities: | ||||||||||||||||||||
| Net Income | $ | $ | ||||||||||||||||||
| Items Not Requiring (Providing) Cash | ||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||
| Impairments | ||||||||||||||||||||
| Stock-Based Compensation Expenses | ||||||||||||||||||||
| Deferred Income Taxes | ||||||||||||||||||||
| (Gains) Losses on Asset Dispositions, Net | ( | |||||||||||||||||||
| Other, Net | ||||||||||||||||||||
| Dry Hole Costs | ||||||||||||||||||||
| Mark-to-Market Financial Commodity and Other Derivative Contracts | ||||||||||||||||||||
| Gains, Net | ( | ( | ||||||||||||||||||
| Net Cash Received from (Payments for) Settlements of Financial Commodity Derivative Contracts | ( | |||||||||||||||||||
| Other, Net | ( | |||||||||||||||||||
| Changes in Components of Working Capital and Other Assets and Liabilities | ||||||||||||||||||||
| Accounts Receivable | ( | |||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Accounts Payable | ( | |||||||||||||||||||
| Accrued Taxes Payable | ( | |||||||||||||||||||
| Other Assets | ( | |||||||||||||||||||
| Other Liabilities | ( | |||||||||||||||||||
| Changes in Components of Working Capital Associated with Investing Activities | ( | |||||||||||||||||||
| Net Cash Provided by Operating Activities | ||||||||||||||||||||
| Investing Cash Flows | ||||||||||||||||||||
| Acquisition of Encino Acquisition Partners, LLC, Net of Cash Acquired | ( | |||||||||||||||||||
| Additions to Oil and Gas Properties | ( | ( | ||||||||||||||||||
| Additions to Other Property, Plant and Equipment | ( | ( | ||||||||||||||||||
| Proceeds from Sales of Assets | ||||||||||||||||||||
| Changes in Components of Working Capital Associated with Investing Activities | ( | |||||||||||||||||||
| Net Cash Used in Investing Activities | ( | ( | ||||||||||||||||||
| Financing Cash Flows | ||||||||||||||||||||
| Long-Term Debt Borrowings | ||||||||||||||||||||
| Long-Term Debt Repayments | ( | |||||||||||||||||||
| Dividends Paid | ( | ( | ||||||||||||||||||
| Treasury Stock Purchased | ( | ( | ||||||||||||||||||
| Proceeds from Stock Options Exercised and Employee Stock Purchase Plan | ||||||||||||||||||||
| Debt Issuance and Other Financing Costs | ( | |||||||||||||||||||
| Repayment of Finance Lease Liabilities | ( | ( | ||||||||||||||||||
| Net Cash Used in Financing Activities | ( | ( | ||||||||||||||||||
| Increase (Decrease) in Cash and Cash Equivalents | ( | |||||||||||||||||||
| Cash and Cash Equivalents at Beginning of Period | ||||||||||||||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
General. The condensed consolidated financial statements of EOG Resources, Inc., together with its subsidiaries (collectively, EOG), included herein have been prepared by management without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods presented. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures included either on the face of the financial statements or in these notes are sufficient to make the interim information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in EOG's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 2026 (EOG's 2025 Annual Report).
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results to be expected for the full year.
2. Long-Term Debt
EOG currently has a $3.0 billion senior unsecured Revolving Credit Agreement (Agreement) with domestic and foreign lenders (Banks). The Agreement has a scheduled maturity date of December 3, 2030, and includes an option for EOG to extend, on up to two occasions, the term for successive one-year periods subject to certain terms and conditions. The Agreement (i) commits the Banks to provide advances up to an aggregate principal amount of $3.0 billion outstanding at any given time, with an option for EOG to request increases in the aggregate commitments to an amount not to exceed $4.0 billion, subject to certain terms and conditions, and (ii) includes a swingline subfacility and a letter of credit subfacility.
Advances under the Agreement will accrue interest based, at EOG's option, on either the Secured Overnight Financing Rate (SOFR) plus an applicable margin, or the Base Rate (as defined in the Agreement) plus an applicable margin. The applicable margin used in connection with interest rates and fees will be based on EOG’s credit rating for its senior unsecured long-term debt at the applicable time.
The Agreement contains representations, warranties, covenants and events of default that EOG believes are customary for investment-grade, senior unsecured commercial bank credit agreements, including a financial covenant for the maintenance of a ratio of Total Debt-to-Total Capitalization (as such terms are defined in the Agreement) of no greater than 65 %.
At September 30, 2026, EOG was in compliance with this financial covenant. At September 30, 2026 and December 31, 2025, there were no borrowings or letters of credit outstanding under the Agreement. The SOFR and Base Rate (inclusive of the applicable margins), had there been any amounts borrowed under the Agreement at September 30, 2026, would have been 4.81 % and 7.00 %, respectively.
8
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
3. Stockholders' Equity
Common Stock. In November 2021, the Board of Directors (Board) established a new share repurchase authorization allowing for the repurchase by EOG of up to $5 billion of its common stock and, in November 2024, increased such share repurchase authorization from $5 billion to $10 billion. Effective May 20, 2026, the Board again increased such share repurchase authorization, from $10 billion to $20 billion (Share Repurchase Authorization).
Under the Share Repurchase Authorization, EOG may repurchase shares from time to time, at management's discretion, in accordance with applicable securities laws, including through open market transactions, privately negotiated transactions or any combination thereof. The timing and amount of repurchases is at the discretion of EOG's management and depends on a variety of factors, including the trading price of EOG's common stock, corporate and regulatory requirements, other market and economic conditions, the availability of cash to effect repurchases and EOG's anticipated future capital expenditures and other commitments requiring cash. Repurchased shares are held as treasury shares and are available for general corporate purposes. The Share Repurchase Authorization has no time limit, does not require EOG to repurchase a specific number of shares and may be modified, suspended, or terminated by the Board at any time. During the nine months ended September 30, 2026, EOG repurchased 19.8 million shares of common stock for approximately $2,704 million (inclusive of transaction fees and commissions) pursuant to the Share Repurchase Authorization. As of September 30, 2026, approximately $10.6 billion remained available for repurchases under the Share Repurchase Authorization. Included in the Treasury Stock Repurchased amounts on the Condensed Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2026, is $24.5 million of estimated federal excise tax.
On February 24, 2026, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on April 30, 2026, to stockholders of record as of April 16, 2026.
On May 5, 2026, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on July 31, 2026, to stockholders of record as of July 17, 2026.
On August 4, 2026, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on October 30, 2026, to stockholders of record as of October 16, 2026.
On November 5, 2026, the Board increased the quarterly cash dividend on the common stock from the previous $1.02 per share to $1.10 per share, effective beginning with the dividend payable on January 29, 2027, to stockholders of record as of January 15, 2027.
4. Employee Benefit Plans
As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2025 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income and Comprehensive Income based upon the job function of the employees receiving the grants as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Lease and Well | $ | $ | $ | $ | |||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | |||||||||||||||||||||||||||||
| Exploration Costs | |||||||||||||||||||||||||||||
| General and Administrative | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
At September 30, 2026, approximately 10 million common shares remained available for grant under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan). EOG's policy is to issue shares related to the 2021 Plan grants from treasury shares to the extent treasury shares are available or previously authorized unissued shares.
9
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan. The fair value of stock option grants and of stock-settled stock appreciation rights (SARs) grants was estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $1 5 million and $4 million for the nine-month periods ended September 30, 2026 and 2025, respectively.
EOG has not granted any stock options or SARs since February 2022.
Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units, which vest without cost to the employee in accordance with the applicable grant agreement. Awards granted prior to September 25, 2026 generally "cliff" vest three years from the date of grant. Beginning with the grants made effective September 25, 2026, the Compensation and Human Resources Committee of the Board (Committee) approved a revised vesting schedule for grants of restricted stock and restricted stock units. Under the revised vesting schedule, awards will generally vest in increments of 33 %, 33 % and 34 % on the first, second and third anniversaries, respectively, of the date of grant. The revised vesting schedule will generally apply to all future grants as well, until revised, amended or otherwise determined by the Committee.
Stock-based compensation expense related to restricted stock and restricted stock units totaled $51 million and $50 million for the three months ended September 30, 2026 and 2025, respectively, and $159 million and $145 million for the nine months ended September 30, 2026 and 2025, respectively.
The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2026 and 2025 (shares and units in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Number of Shares and Units | Weighted Average Grant Date Fair Value | Number of Shares and Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||
| Outstanding at January 1 | $ | $ | ||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Released (1) | ( | ( | ||||||||||||||||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||||||||||||||
Outstanding at September 30 (2) | $ | $ | ||||||||||||||||||||||||||||||||||||
(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2026 and 2025, was $214 million and $154 million, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the restricted stock and restricted stock units are released.
(2)The total intrinsic value of restricted stock and restricted stock units outstanding at September 30, 2026 and 2025, was $791 million and $594 million, respectively.
At September 30, 2026, unrecognized compensation expense related to restricted stock and restricted stock units totaled $487 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.0 years.
Performance Units. EOG grants restricted stock units with performance-based conditions (Performance Units) annually to its executive officers and from time to time to other officers, without cost to them. As more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's total shareholder return (TSR) over a three-year performance period (Performance Period) relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the Performance Period.
10
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
At the end of the Performance Period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0 % and a maximum performance multiple of 200 %. A specified modifier ranging from -70 +70 0 % or exceed 200 %. Furthermore, if EOG's TSR over the Performance Period is negative (i.e., less than 0 %), the performance multiple will be capped at 100 100 %, the portion of the performance multiple that exceeds 100 % shall be reduced by 50 % in determining the applicable performance multiple.
The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $3 million and $2 million for the three-month periods ended September 30, 2026 and 2025, and $9 million and $7 million for the nine-month periods ended September 30, 2026 and 2025, respectively.
The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2026 and 2025 (units in thousands):
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | Number of Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||
| Outstanding at January 1 | $ | $ | ||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
Granted for Performance Multiple (1) | ||||||||||||||||||||||||||||||||||||||
Released (2) | ( | ( | ||||||||||||||||||||||||||||||||||||
Outstanding at September 30 (3) | (4) | $ | $ | |||||||||||||||||||||||||||||||||||
(1)Upon completion of the Performance Period for the Performance Units granted in 2022, a performance multiple of 0 % was applied to each of the grants, resulting in no additional grants of Performance Units in February 2026. Upon completion of the Performance Period for the Performance Units granted in 2021, a performance multiple of 125 % was applied to each of the grants, resulting in additional grants of Performance Units in February 2025.
(2)The total intrinsic value of Performance Units released was $15 million and $34 million for the nine months ended September 30, 2026 and 2025, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the Performance Units are released.
(3)The total intrinsic value of Performance Units outstanding at September 30, 2026 and 2025, was $66 million and $55 million, respectively.
At September 30, 2026, unrecognized compensation expense related to Performance Units totaled $35 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.9 years.
5. Commitments and Contingencies
There are currently various suits and claims pending against EOG that have arisen in the ordinary course of EOG's business, including contract disputes, personal injury and property damage claims and title disputes. While the ultimate outcome and impact on EOG cannot be predicted, management believes that the resolution of these suits and claims will not, individually or in the aggregate, have a material adverse effect on EOG's consolidated financial position, results of operations or cash flow. EOG records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
11
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
6. Net Income Per Share
The following table sets forth the computation of Net Income Per Share for the three-month and nine-month periods ended September 30, 2026 and 2025 (in millions, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Numerator for Basic and Diluted Earnings Per Share - | ||||||||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Denominator for Basic Earnings Per Share - | ||||||||||||||||||||||||||||||||
| Weighted Average Shares | ||||||||||||||||||||||||||||||||
| Potential Dilutive Common Shares - | ||||||||||||||||||||||||||||||||
| Restricted Stock/Units and Performance Units | ||||||||||||||||||||||||||||||||
| Denominator for Diluted Earnings Per Share - | ||||||||||||||||||||||||||||||||
| Adjusted Diluted Weighted Average Shares | ||||||||||||||||||||||||||||||||
| Net Income Per Share | ||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The diluted earnings per share calculation excludes stock option, SAR and ESPP grants that were anti-dilutive. Shares underlying the excluded stock option, SAR and ESPP grants were zero
7. Supplemental Cash Flow Information
Net cash paid for interest and income taxes was as follows for the nine-month periods ended September 30, 2026 and 2025 (in millions):
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
Interest (1) | $ | $ | ||||||||||||||||||
Income Taxes, Net of Refunds Received (2) | $ | $ | ||||||||||||||||||
(1)Net of capitalized interest of $113 million and $50 million for the nine months ended September 30, 2026 and 2025, respectively.
(2)Includes cash paid for the purchase of energy-related tax credits from a third-party seller(s) for the nine months ended September 30, 2026 and 2025.
EOG's accrued capital expenditures and amounts recorded within accounts payable at September 30, 2026 and 2025 were $767 million and $912 million, respectively.
12
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
8. Business Segment Information
EOG's operations are all crude oil and condensate, natural gas liquids (NGLs) and natural gas exploration and production-related. The Segment Reporting Topic of the Financial Accounting Standards Board's (FASB) Accounting Standards Codification (ASC) establishes standards for reporting information about operating segments in annual and interim financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available and evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. EOG's CODM is the Chief Executive Officer.
Financial information by reportable segment is presented below as of, and for the three-month and nine-month periods ended, September 30, 2026 and 2025 (in millions):
| United States | Trinidad | Other International | Total | |||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | ||||||||||||||||||||||
| NGLs | ||||||||||||||||||||||||||
| Natural Gas | ||||||||||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | ||||||||||||||||||||||||||
| Gathering, Processing and Marketing | ||||||||||||||||||||||||||
| Gains on Asset Dispositions, Net | ||||||||||||||||||||||||||
| Other, Net | ||||||||||||||||||||||||||
| Operating Revenues and Other | ||||||||||||||||||||||||||
| Lease and Well | ||||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | ||||||||||||||||||||||||||
| Marketing Costs | ||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||||||||
| General and Administrative | ||||||||||||||||||||||||||
| Taxes Other Than Income | ||||||||||||||||||||||||||
Other Segment Items (1) | ||||||||||||||||||||||||||
| Operating Income (Loss) | ( | |||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
| Interest Expense, Net | ( | |||||||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs | ||||||||||||||||||||||||||
| Interest Expense, Net | ||||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
13
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International | Total | |||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | ||||||||||||||||||||||
| NGLs | ||||||||||||||||||||||||||
| Natural Gas | ||||||||||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | ||||||||||||||||||||||||||
| Gathering, Processing and Marketing | ||||||||||||||||||||||||||
| Losses on Asset Dispositions, Net | ( | ( | ||||||||||||||||||||||||
| Other, Net | ||||||||||||||||||||||||||
| Operating Revenues and Other | ||||||||||||||||||||||||||
| Lease and Well | ||||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | ||||||||||||||||||||||||||
| Marketing Costs | ||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||||||||
| General and Administrative | ||||||||||||||||||||||||||
| Taxes Other Than Income | ||||||||||||||||||||||||||
Other Segment Items (1) | ||||||||||||||||||||||||||
| Operating Income (Loss) | ( | |||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
| Other Income | ||||||||||||||||||||||||||
| Interest Expense, Net | ( | |||||||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
Additions to Oil and Gas Properties, Excluding Dry Hole Costs (2) | ||||||||||||||||||||||||||
| Interest Expense, Net | ||||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
14
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International | Total | |||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | ||||||||||||||||||||||
| NGLs | ||||||||||||||||||||||||||
| Natural Gas | ||||||||||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | ||||||||||||||||||||||||||
| Gathering, Processing and Marketing | ||||||||||||||||||||||||||
| Gains on Asset Dispositions, Net | ||||||||||||||||||||||||||
| Other, Net | ||||||||||||||||||||||||||
| Operating Revenues and Other | ||||||||||||||||||||||||||
| Lease and Well | ||||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | ||||||||||||||||||||||||||
| Marketing Costs | ||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||||||||
| General and Administrative | ||||||||||||||||||||||||||
| Taxes Other Than Income | ||||||||||||||||||||||||||
Other Segment Items (1) | ||||||||||||||||||||||||||
| Operating Income (Loss) | ( | |||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
| Other Expense | ( | |||||||||||||||||||||||||
| Interest Expense, Net | ( | |||||||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
| Additions to Oil and Gas Properties, Excluding Dry Hole Costs | ||||||||||||||||||||||||||
| Total Property, Plant and Equipment, Net | ||||||||||||||||||||||||||
| Total Assets | ||||||||||||||||||||||||||
| Interest Expense, Net | ||||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
15
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| United States | Trinidad | Other International | Total | |||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Crude Oil and Condensate | $ | $ | $ | $ | ||||||||||||||||||||||
| NGLs | ||||||||||||||||||||||||||
| Natural Gas | ||||||||||||||||||||||||||
| Gains on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | ||||||||||||||||||||||||||
| Gathering, Processing and Marketing | ||||||||||||||||||||||||||
| Losses on Asset Dispositions, Net | ( | ( | ( | |||||||||||||||||||||||
| Other, Net | ||||||||||||||||||||||||||
| Operating Revenues and Other | ||||||||||||||||||||||||||
| Lease and Well | ||||||||||||||||||||||||||
| Gathering, Processing and Transportation Costs | ||||||||||||||||||||||||||
| Marketing Costs | ||||||||||||||||||||||||||
| Depreciation, Depletion and Amortization | ||||||||||||||||||||||||||
| General and Administrative | ||||||||||||||||||||||||||
| Taxes Other Than Income | ||||||||||||||||||||||||||
Other Segment Items (1) | ||||||||||||||||||||||||||
| Operating Income (Loss) | ( | |||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
| Other Expense | ( | |||||||||||||||||||||||||
| Interest Expense, Net | ( | |||||||||||||||||||||||||
| Income Before Income Taxes | $ | |||||||||||||||||||||||||
| Other Segment Disclosures: | ||||||||||||||||||||||||||
Additions to Oil and Gas Properties, Excluding Dry Hole Costs (2) | ||||||||||||||||||||||||||
| Total Property, Plant and Equipment, Net | ||||||||||||||||||||||||||
| Total Assets | ||||||||||||||||||||||||||
| Interest Expense, Net | ||||||||||||||||||||||||||
| Interest Income | ||||||||||||||||||||||||||
(1)Other Segment Items include Exploration Costs, Dry Hole Costs and Impairments. Other Segment Items primarily relate to exploration costs, impairments and dry hole costs in the United States and dry hole costs in Trinidad for the three-month period ended September 30, 2026. Other Segment Items primarily relate to exploration costs, impairments and dry hole costs in the United States, dry hole costs and exploration costs in Trinidad and exploration costs in Other International for the nine-month period ended September 30, 2026. Other Segment Items primarily relate to impairments and exploration costs in the United States, and exploration costs in Trinidad and Other International for the three-month period ended September 30, 2025. Other Segment Items primarily relate to impairments, exploration costs and dry hole costs in the United States, dry hole costs and exploration costs in Trinidad, exploration costs in Other International and impairments in Canada for the nine-month period ended September 30, 2025.
(2)Includes oil and gas properties from the Encino acquisition of $6,633 million.
16
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
9. Risk Management Activities
Commodity Price Risk. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2025 Annual Report, EOG engages in price risk management activities from time to time. These activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil and condensate, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity and other derivative contracts as accounting hedges and, accordingly, accounts for financial commodity and other derivative contracts using the mark-to-market accounting method.
Financial Commodity Derivative Contracts. Presented below is a comprehensive summary of EOG's financial commodity derivative contracts settled during the nine-month period ended September 30, 2026 (closed) and outstanding as of September 30, 2026. Natural gas volumes are presented in million British Thermal Units per day (MMBtud) and prices are presented in dollars per million British Thermal Units ($/MMBtu). NGL volumes are presented in thousand barrels per day (MBbld) and prices are presented in dollars per barrel ($/Bbl).
| Natural Gas Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | ||||||||||||||||||||
| January - June 2026 (closed) | NYMEX Henry Hub | $ | |||||||||||||||||||||
| July - October 2026 (closed) | NYMEX Henry Hub | ||||||||||||||||||||||
| November - December 2026 | NYMEX Henry Hub | ||||||||||||||||||||||
| Natural Gas Collar Contracts | |||||||||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||||||||
| Weighted Average Price ($/MMBtu) | |||||||||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Ceiling Price | Floor Price | |||||||||||||||||||||||||
| January - June 2026 (closed) | NYMEX Henry Hub | $ | $ | ||||||||||||||||||||||||||
| July - October 2026 (closed) | NYMEX Henry Hub | ||||||||||||||||||||||||||||
| November - December 2026 | NYMEX Henry Hub | ||||||||||||||||||||||||||||
| January - December 2027 | NYMEX Henry Hub | ||||||||||||||||||||||||||||
| Ethane Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | ||||||||||||||||||||
| January - September 2026 (closed) | Mont Belvieu Ethane (non-Tet) | $ | |||||||||||||||||||||
| October - December 2026 | Mont Belvieu Ethane (non-Tet) | ||||||||||||||||||||||
17
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
| Propane Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | ||||||||||||||||||||
| January - September 2026 (closed) | Mont Belvieu Propane (Tet) | $ | |||||||||||||||||||||
| October - December 2026 | Mont Belvieu Propane (Tet) | ||||||||||||||||||||||
Financial Commodity and Other Derivative Instruments Location on Balance Sheet. The following table sets forth the amounts and classification of EOG's outstanding financial commodity and other derivative instruments at September 30, 2026 and December 31, 2025. Certain amounts may be presented on a net basis on the Condensed Consolidated Financial Statements when such amounts are with the same counterparty and subject to a master netting arrangement (in millions):
| Fair Value at | |||||||||||||||||||||||
| Description | Location on Balance Sheet | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Asset Derivatives | |||||||||||||||||||||||
| NGLs and natural gas financial derivative contracts - | |||||||||||||||||||||||
| Current Portion | Other Current Assets (1) | $ | $ | ||||||||||||||||||||
| Noncurrent Portion | Other Assets | ||||||||||||||||||||||
| Brent Crude Oil (Brent) Linked Gas Sales Contract - | |||||||||||||||||||||||
| Current Portion | Other Current Assets | ||||||||||||||||||||||
| Noncurrent Portion | Other Assets | ||||||||||||||||||||||
| Liability Derivatives | |||||||||||||||||||||||
| NGLs and natural gas financial derivative contracts - | |||||||||||||||||||||||
| Noncurrent Portion | Other Liabilities | $ | $ | ||||||||||||||||||||
(1) The current portion of Assets from Price Risk Management consists of gross assets of $45 million, partially offset by gross liabilities of $1 million at September 30, 2026.
Credit Risk. Notional contract amounts are used to express the magnitude of a derivative. The amounts potentially subject to credit risk, in the event of nonperformance by the counterparties, are equal to the fair value of such contracts (see Note 10). EOG evaluates its exposures to significant counterparties on an ongoing basis, including those arising from physical and financial transactions. In some instances, EOG renegotiates payment terms and/or requires collateral, parent guarantees or letters of credit to minimize credit risk.
18
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
10. Fair Value Measurements
Recurring Fair Value Measurements. As more fully discussed in Note 13 to the Consolidated Financial Statements included in EOG's 2025 Annual Report, certain of EOG's financial and nonfinancial assets and liabilities are reported at fair value on the Condensed Consolidated Balance Sheets. The following table provides fair value measurement information within the fair value hierarchy for certain of EOG's financial assets and liabilities carried at fair value on a recurring basis at September 30, 2026 and December 31, 2025 (in millions):
| Fair Value Measurements Using: | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||
| Balance at September 30, 2026 | ||||||||||||||||||||||||||
Financial Assets: | ||||||||||||||||||||||||||
| Natural Gas Swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Natural Gas Collars | ||||||||||||||||||||||||||
| Brent Linked Gas Sales Contract | ||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||
| NGL Swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||
| Financial Assets: | ||||||||||||||||||||||||||
| Natural Gas Swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Natural Gas Collars | ||||||||||||||||||||||||||
| NGL Swaps | ||||||||||||||||||||||||||
| Brent Linked Gas Sales Contract | ||||||||||||||||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||||
| Natural Gas Swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Natural Gas Collars | ||||||||||||||||||||||||||
See Note 9 for the balance sheet amounts and classification of EOG's financial commodity and other derivative instruments at September 30, 2026 and December 31, 2025.
The estimated fair value of financial commodity and other derivative contracts was based on the quoted market prices of forward commodity price curves. For the Brent Linked Gas Sales Contract, the estimated fair value was based on EOG's estimates of (and assumptions regarding) significant Level 3 inputs, as defined by the FASB Fair Value Measurement Topic of the ASC (ASC 820), including future crude oil and condensate and natural gas prices. These Level 3 inputs are immaterial to the financial statements. Financial commodity derivative contracts were valued utilizing various third-party valuation models, as applicable.
Non-Recurring Fair Value Measurements. The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and is primarily based on internal estimates of future retirement costs associated with property, plant and equipment. Significant Level 3 inputs used in the calculation of asset retirement obligations include plugging costs and reserve lives. A reconciliation of EOG's asset retirement obligations is presented in Note 11.
19
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
When circumstances indicate that proved oil and gas properties may be impaired, EOG compares expected undiscounted future cash flows at a depreciation, depletion and amortization group level to the unamortized capitalized cost of the group. If the expected undiscounted future cash flows, based on EOG's estimate of (and assumptions regarding) future crude oil and condensate, NGLs and natural gas prices, operating costs, development expenditures, anticipated production from proved reserves and other relevant data (all Level 3 inputs as defined by ASC 820) are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally calculated using the Income Approach described in ASC 820. In certain instances, EOG utilizes accepted offers from third-party purchasers as the basis for determining fair value.
EOG utilized average prices per acre from comparable market transactions and estimated discounted cash flows as the basis for determining the fair value of unproved and proved properties, respectively, received in non-cash property exchanges. See Note 7.
In 2025, EOG accounted for its acquisition of Encino as a business combination under FASB Topic ASC 805 using the acquisition method with EOG as the acquirer. Under the acquisition method, the consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values. See Note 12 for further discussion.
Fair Value Disclosures. EOG's financial instruments, other than financial commodity and other derivative contracts, consist of cash and cash equivalents, accounts receivable, accounts payable and current and long-term debt. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value.
At both September 30, 2026 and December 31, 2025, EOG had an aggregate principal amount of $7,890 7,334 million and $7,849 million, respectively. The estimated fair value of debt was based upon quoted market prices and, where such prices were not available, other observable (Level 2) inputs regarding interest rates available to EOG at the end of each respective period.
11. Asset Retirement Obligations
The following table presents the reconciliation of the beginning and ending aggregate carrying amounts of short-term and long-term legal obligations associated with the retirement of property, plant and equipment for the nine-month periods ended September 30, 2026 and 2025 (in millions):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Carrying Amount at January 1 | $ | $ | ||||||||||||
Liabilities Incurred (1) | ||||||||||||||
Liabilities Settled (2) | ( | ( | ||||||||||||
| Accretion | ||||||||||||||
Revisions (3) | ||||||||||||||
| Foreign Currency Translations | ( | |||||||||||||
| Carrying Amount at September 30 | $ | $ | ||||||||||||
| Current Portion | $ | $ | ||||||||||||
| Noncurrent Portion | $ | $ | ||||||||||||
(1)Liabilities incurred for the nine-month period ended September 30, 2025, included $52 million related to the Encino acquisition.
(2)Includes settlements related to asset sales and property exchanges.
(3)Revisions for the nine-month period ended September 30, 2026, included $15 million related to revisions to the Encino purchase price allocation (see Note 12).
The current and noncurrent portions of EOG's asset retirement obligations are included in Current Liabilities - Other and Other Liabilities, respectively, on the Condensed Consolidated Balance Sheets.
20
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Unaudited)
12. Acquisitions and Divestitures
During the nine months ended September 30, 2026, EOG received proceeds from asset sales of $394 million, primarily from the sale of its entire interests and related fixed assets in the northern Midland Basin and in the Barnett Shale. EOG recognized net gains on asset dispositions of $331 million during the same period, primarily from the sale of its entire interest and related fixed assets in the Barnett Shale and various lease exchanges in the Permian Basin.
Subsequent Event. During the third quarter of 2026, EOG entered into a purchase and sale agreement to sell its entire interest and related fixed assets in the Woodford Oil Window for $180 million, subject to customary closing adjustments. This transaction closed on October 19, 2026.
Encino Acquisition. On August 1, 2025, EOG acquired all of the outstanding equity interest in Encino, an independent oil and gas exploration and production company with operations in the Utica play, for cash consideration of $4,471 million and the assumption of Encino's senior notes in an aggregate principal amount of $1,200 million. The cash consideration included $392 million to repay Encino's revolving credit facility. In connection with the completion of the acquisition, EOG repaid and redeemed Encino's senior notes in full, utilizing aggregate cash of approximately $1,292 million (inclusive of applicable redemption premiums and accrued and unpaid interest). In connection with the acquisition, EOG issued $3,500 million aggregate principal amount of senior notes.
The assets of Encino principally include producing wells and developed and undeveloped acreage in the Utica play.
In connection with this transaction, EOG incurred acquisition-related costs in 2025 of approximately $58 million, of which $52 million were recorded as General and Administrative Expense and $6.5 million were recorded as Interest Expense.
EOG accounted for this transaction as a business combination under FASB Topic ASC 805 using the acquisition method with EOG as the acquirer. Under the acquisition method, the consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values, with any excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired recorded as goodwill. EOG did not record goodwill in connection with this transaction.
21
EOG RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)
(Unaudited)
In the third quarter of 2026, EOG finalized its purchase price allocation for the Encino acquisition, which resulted in a net increase of $30 million in Oil and Gas Properties, along with other immaterial changes.
The following table represents the final allocation of the total purchase price of Encino (in millions):
| Total Consideration | $ | |||||||
Fair Value of Assets Acquired: | ||||||||
| Cash and Cash Equivalents | $ | |||||||
| Accounts Receivable, Net | ||||||||
| Inventories | ||||||||
Assets from Price Risk Management Activities (1) | ||||||||
| Other Current Assets | ||||||||
| Oil and Gas Properties (Successful Efforts Method) | ||||||||
| Other Property, Plant and Equipment | ||||||||
| Other Assets | ||||||||
| Amount Attributable to Assets Acquired | $ | |||||||
Fair Value of Liabilities Assumed: | ||||||||
| Accounts Payable | $ | |||||||
| Accrued Taxes Payable | ||||||||
Liabilities from Price Risk Management Activities (2) | ||||||||
| Current Portion of Operating Lease Liabilities | ||||||||
| Other Current Liabilities | ||||||||
| Senior Notes | ||||||||
| Asset Retirement Obligations | ||||||||
| Other Liabilities | ||||||||
| Deferred Income Taxes | ||||||||
| Amount Attributable to Liabilities Assumed | $ | |||||||
Net Assets Acquired and Liabilities Assumed | $ | |||||||
(1)Within Other Current Assets on the Condensed Consolidated Balance Sheets.
(2)Within Other Current Liabilities on the Condensed Consolidated Balance Sheets.
The following table details unaudited supplemental pro forma financial information for Encino as if EOG had completed the acquisition on January 1, 2025 (in millions):
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||
| Operating Revenues and Other | $ | $ | ||||||||||||
| Net Income | ||||||||||||||
22
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EOG RESOURCES, INC.
Overview
EOG Resources, Inc., together with its subsidiaries (collectively, EOG), is one of the largest independent (non-integrated) crude oil and natural gas companies in the United States of America (United States) with proved reserves in the United States and the Republic of Trinidad and Tobago (Trinidad). EOG is focused on being among the highest return and lowest cost producers, committed to strong environmental performance and playing a significant role in the long-term future of energy. EOG operates under a consistent business and operational strategy that focuses on a comprehensive approach to developing acreage through industry cycles. EOG evaluates rate of return, net present value, margins, payback period and other key metrics. This strategy is intended to enhance the generation of cash flow and earnings from each unit of production on a cost-efficient basis, allowing EOG to maximize long-term growth in shareholder value and maintain a strong balance sheet. EOG implements its strategy primarily by emphasizing the drilling of internally generated prospects in order to find and develop low-cost reserves. Maintaining the lowest possible operating cost structure, coupled with efficient and safe operations and robust environmental stewardship practices and performance, is integral in the implementation of EOG's strategy.
Commodity Prices. Prices for crude oil and condensate, natural gas liquids (NGLs) and natural gas have historically been volatile. This volatility is expected to continue due to the many uncertainties associated with the world political and economic environment (e.g., the ongoing conflict in the Middle East and the related disruption of maritime transportation routes for these commodities), the global supply of, and demand for, crude oil and condensate, NGLs and natural gas, the availability of other energy supplies and other factors, including tariffs, trade policies and agreements and trade barriers or other restrictions imposed by the U.S. government or other governments and the related impact of such measures on commodity and financial markets. Compared to its expectations at the beginning of 2026, EOG realized higher crude oil and condensate prices during the first nine months of 2026 and anticipates realizing higher crude oil and condensate prices for the full-year 2026, in each case as a result of the ongoing conflict in the Middle East.
The market prices of crude oil and condensate, NGLs and natural gas impact the amount of cash generated from EOG's operating activities, which, in turn, impact EOG's financial position and results of operations.
For the first nine months of 2026, the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were $83.62 per barrel and $3.60 per million British thermal units (MMBtu), respectively, representing increases of 25% and 6%, respectively, from the average NYMEX prices for the same period in 2025. Market prices for NGLs are influenced by the components extracted, including ethane, propane and butane and natural gasoline, among others, and the respective market pricing for each component.
Including the impact of EOG's NGL financial derivative contracts and based on EOG's tax position, EOG's price sensitivity as of September 30, 2026, for each $1.00 per barrel increase or decrease in crude oil and condensate price, combined with the estimated change in NGL price, is approximately $175 million for net income and $224 million for pretax cash flows from operating activities, in each case for the full-year 2026.
Including the impact of EOG's natural gas financial derivative contracts and based on EOG's tax position and the portion of EOG's anticipated natural gas volumes for which prices have not (as of September 30, 2026) been determined under long-term marketing contracts, EOG's price sensitivity as of September 30, 2026, for each $0.10 per thousand cubic feet increase or decrease in natural gas price, is approximately $61 million for net income and $78 million for pretax cash flows from operating activities, in each case for the full-year 2026.
23
Operating Efficiencies. EOG has undertaken (and continues to undertake) initiatives to increase its drilling, completion and operating efficiencies and improve the performance of its wells. Such initiatives include (among others): (i) EOG's downhole drilling motor program, which has resulted in increased footage drilled per day and, in turn, reduced drilling times; (ii) enhanced techniques for completing its wells, which have resulted in increased footage completed per day and pumping hours per day; (iii) drilling extended laterals, which has resulted in a decrease in cost per foot drilled; and (iv) EOG's self-sourced sand program, which has provided supply certainty and resulted in operational efficiencies in its well completion operations. In addition, EOG has entered into agreements with its service providers from time to time, when available and advantageous, to secure the costs and availability of certain drilling and completion services it utilizes as part of its operations.
EOG plans to continue with these initiatives and actions, though there can be no assurance that such efforts will be successful and sufficient to offset the impacts of any future inflationary pressures (such as from tariffs, other trade barriers, the ongoing conflict in the Middle East, or other macroeconomic factors) on EOG's operating costs and capital expenditures, cash flows and results of operations. Further, there can be no assurance that any such pressures or factors will not impact EOG's ability to conduct its future day-to-day drilling, completion and production operations.
United States. EOG's efforts to identify plays with large reserve potential have proven to be successful. EOG continues to drill numerous wells in large acreage plays, which in the aggregate have contributed substantially to, and are expected to continue to contribute substantially to, EOG's crude oil and condensate, NGLs and natural gas production. EOG has placed an emphasis on applying its horizontal drilling and completion expertise to unconventional crude oil plays and natural gas plays.
During the first nine months of 2026, EOG continued to focus on initiatives to increase its drilling, completion and operating efficiencies and improve well performance. In addition, EOG continued to evaluate certain potential crude oil and condensate, NGLs and natural gas exploration and development prospects and to look for opportunities to add drilling inventory through leasehold acquisitions, farm-ins, exchanges or tactical or bolt-on acquisitions. On a volumetric basis, as calculated using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas, crude oil and condensate and NGLs production accounted for approximately 66% and 69% of EOG's United States production during the first nine months of 2026 and 2025, respectively. During the first nine months of 2026, EOG's drilling and completion activities occurred primarily in the Delaware Basin, the Eagle Ford play and the Utica. EOG's major producing areas in the United States are in New Mexico, Texas and Ohio.
In July 2026, EOG entered into a purchase and sale agreement for the sale of its entire interest and related fixed assets in the Barnett Shale for $220 million (subject to customary closing adjustments), which closed on September 15, 2026. Further, in September 2026, EOG entered into a purchase and sale agreement for the sale of its entire interest and related fixed assets in the Woodford Oil Window for $180 million (subject to customary closing adjustments), which closed on October 19, 2026. The aggregate production attributable to EOG's interests in the Barnett Shale and Woodford Oil Window for the quarter ended September 30, 2026, was approximately 16 MBoed, of which approximately 2 MBbld was crude oil and condensate.
Trinidad. In Trinidad, EOG continues to produce natural gas which is sold to the National Gas Company of Trinidad and Tobago Limited under existing supply contracts. Crude oil and condensate are sold to both Heritage Petroleum Company Limited and BP Trinidad and Tobago LLC.
During the first nine months of 2026, EOG completed its drilling program in the Mento Field located in the Ska, Mento and Reggae Area and commenced a new multiyear drilling program. Further, EOG continues to progress towards placing the Coconut offshore platform in service.
Other International. As discussed in EOG's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 2026 (EOG's 2025 Annual Report), EOG entered into exploration programs in both the Kingdom of Bahrain (Bahrain) and the United Arab Emirates (UAE). In June 2026, EOG commenced crude oil production in the UAE. EOG expects to advance both programs during the remainder of 2026.
EOG continues to evaluate other select crude oil and natural gas opportunities outside the United States, primarily by pursuing exploration opportunities in countries where crude oil and natural gas reserves have been identified.
24
2026 Capital and Operating Plan. Total 2026 capital expenditures are estimated to range from approximately $6.3 billion to $6.7 billion, including exploration and development drilling, facilities, leasehold acquisitions, capitalized interest, dry hole costs and other property, plant and equipment and excluding property acquisitions, asset retirement costs, non-cash exchanges and transactions and exploration costs incurred as operating expenses. EOG plans to continue to focus a substantial portion of its exploration and development expenditures in its major producing areas in the United States. In particular, EOG will be focused on United States drilling activity in its plays where it generates the highest rates of return - specifically, in the Delaware Basin, the Utica and the Eagle Ford play. To further enhance the economics of these plays, EOG expects to continue to improve well performance and to focus on improving operating efficiencies; see the above related discussion. Relative to 2025, full-year crude oil and condensate production for 2026 is expected to increase by approximately 5% and full-year total crude oil and condensate, NGLs and natural gas production for 2026 is expected to increase by approximately 14%. In addition, EOG plans to continue to spend a portion of its anticipated 2026 capital expenditures on leasing acreage and evaluating new prospects.
Management continues to believe EOG has one of the strongest prospect inventories in EOG's history. When it fits EOG's strategy, EOG will make acquisitions that bolster existing drilling programs or offer incremental exploration and/or production opportunities.
Capital Structure. One of management's key strategies is to maintain a strong balance sheet. EOG's debt-to-total capitalization ratio was 19% at September 30, 2026 and 21% at December 31, 2025. As used in this calculation, total capitalization represents the sum of total current and long-term debt and total stockholders' equity.
EOG has significant flexibility with respect to financing alternatives, including borrowings under its commercial paper program, bank borrowings, borrowings under its senior unsecured revolving credit facility, joint development agreements and similar agreements and issuances of additional equity and/or debt securities. For related discussion, see ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity included in EOG's 2025 Annual Report.
Cash Return Framework. In November 2023, EOG announced an increase in its cash return commitment - specifically, a commitment, effective beginning with fiscal year 2024, to return a minimum of 70% of annual net cash provided by operating activities before certain balance sheet-related changes, less total capital expenditures, to stockholders, through a combination of regular dividends, special dividends and share repurchases.
For discussion regarding EOG's payment of dividends and share repurchases, see ITEM 1A, Risk Factors and ITEM 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in EOG's 2025 Annual Report and Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds in this Quarterly Report on Form 10-Q.
Dividend Declarations. On February 24, 2026, the Board of Directors (Board) declared a quarterly cash dividend on the common stock of $1.02 per share paid on April 30, 2026, to stockholders of record as of April 16, 2026.
On May 5, 2026, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on July 31, 2026, to stockholders of record as of July 17, 2026.
On August 4, 2026, the Board declared a quarterly cash dividend on the common stock of $1.02 per share paid on October 30, 2026, to stockholders of record as of October 16, 2026.
On November 5, 2026, the Board increased the quarterly cash dividend on the common stock from the previous $1.02 per share to $1.10 per share, effective beginning with the dividend payable on January 29, 2027, to stockholders of record as of January 15, 2027.
25
Share Repurchases. In November 2021, the Board established a new share repurchase authorization allowing for the repurchase by EOG of up to $5 billion of its common stock and, in November 2024, increased such share repurchase authorization from $5 billion to $10 billion. Effective May 20, 2026, the Board again increased such share repurchase authorization, from $10 billion to $20 billion (Share Repurchase Authorization). For additional information regarding the Share Repurchase Authorization, see Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds in this Quarterly Report on Form 10-Q.
Results of Operations
The following review of operations for the three months and nine months ended September 30, 2026 and 2025 should be read in conjunction with the Condensed Consolidated Financial Statements of EOG and notes thereto included in this Quarterly Report on Form 10‑Q.
Three Months Ended September 30, 2026 vs. Three Months Ended September 30, 2025
Operating Revenues and Other. During the third quarter of 2026, total operating revenues increased $2,702 million, or 46%, to $8,549 million from $5,847 million for the same period of 2025. Total revenues from sales of EOG's production of crude oil and condensate, NGLs and natural gas for the third quarter of 2026 increased $1,781 million, or 39%, to $6,335 million from $4,554 million for the same period of 2025. EOG recognized net gains on the mark-to-market of financial commodity and other derivative contracts of $105 million for the third quarter of 2026 compared to net gains of $116 million for the same period of 2025. Gathering, processing and marketing revenues for the third quarter of 2026 increased $668 million, or 57%, to $1,846 million from $1,178 million for the same period of 2025. EOG recognized net gains on asset dispositions of $242 million for the third quarter of 2026 compared to net losses on asset dispositions of $18 million for the same period of 2025.
26
Volume and price statistics for the three-month periods ended September 30, 2026 and 2025 were as follows (see Note 8 for segment financial information):
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
Crude Oil and Condensate Volumes (MBbld) (1) | |||||||||||||||||
| United States | 547.7 | 532.9 | |||||||||||||||
| Trinidad | 2.0 | 1.6 | |||||||||||||||
Other International (2) | 0.7 | — | |||||||||||||||
| Total | 550.4 | 534.5 | |||||||||||||||
Average Crude Oil and Condensate Prices ($/Bbl) (3) | |||||||||||||||||
| United States | $ | 86.73 | $ | 65.97 | |||||||||||||
| Trinidad | 84.62 | 57.74 | |||||||||||||||
| Other International | 87.96 | — | |||||||||||||||
| Composite | 86.72 | 65.95 | |||||||||||||||
Natural Gas Liquids Volumes (MBbld) (1) | |||||||||||||||||
| United States | 357.1 | 309.3 | |||||||||||||||
| Total | 357.1 | 309.3 | |||||||||||||||
Average Natural Gas Liquids Prices ($/Bbl) (3) | |||||||||||||||||
| United States | $ | 26.13 | $ | 21.25 | |||||||||||||
Natural Gas Volumes (MMcfd) (1) | |||||||||||||||||
| United States | 2,882 | 2,511 | |||||||||||||||
| Trinidad | 260 | 230 | |||||||||||||||
Other International (2) | 11 | 4 | |||||||||||||||
| Total | 3,153 | 2,745 | |||||||||||||||
Average Natural Gas Prices ($/Mcf) (3) | |||||||||||||||||
| United States | $ | 3.73 | $ | 2.71 | |||||||||||||
| Trinidad | 3.92 | 3.80 | |||||||||||||||
Other International (2) | 3.30 | 3.27 | |||||||||||||||
| Composite | 3.74 | 2.80 | |||||||||||||||
Crude Oil Equivalent Volumes (MBoed) (4) | |||||||||||||||||
| United States | 1,385.1 | 1,260.7 | |||||||||||||||
| Trinidad | 45.6 | 39.8 | |||||||||||||||
| Other International | 2.4 | 0.7 | |||||||||||||||
| Total | 1,433.1 | 1,301.2 | |||||||||||||||
Total MMBoe (4) | 131.8 | 119.7 | |||||||||||||||
(1)Thousand barrels per day or million cubic feet per day, as applicable.
(2)Crude oil and condensate volumes are from UAE and Bahrain operations. Natural gas volumes are from Bahrain operations; natural gas realized price represents contract price less partner's processing and distribution costs.
(3)Dollars per barrel or per thousand cubic feet, as applicable. Excludes the impact of financial commodity and other derivative instruments (see Note 9 to the Condensed Consolidated Financial Statements).
(4)Thousand barrels of oil equivalent per day or million barrels of oil equivalent, as applicable; includes crude oil and condensate, NGLs and natural gas. Crude oil equivalent volumes are determined using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 thousand cubic feet of natural gas. MMBoe is calculated by multiplying the MBoed amount by the number of days in the period and then dividing that amount by one thousand.
Crude oil and condensate revenues for the third quarter of 2026 increased $1,149 million, or 35%, to $4,392 million from $3,243 million for the same period of 2025, due to a higher composite average price ($1,050 million) and an increase of 15.9 MBbld, or 3%, in crude oil and condensate deliveries ($99 million). Increased deliveries were primarily from the Utica. EOG's composite crude oil and condensate price for the third quarter of 2026 increased 31% to $86.72 per barrel compared to $65.95 per barrel for the same period of 2025.
27
NGL revenues for the third quarter of 2026 increased $254 million, or 42%, to $858 million from $604 million for the same period of 2025 due to a higher composite average price ($159 million) and an increase of 47.8 MBbld, or 15%, in NGL deliveries ($95 million). Increased deliveries were primarily from the Utica and Permian Basin. EOG's composite NGL price for the third quarter of 2026 increased 23% to $26.13 per barrel compared to $21.25 per barrel for the same period of 2025.
Natural gas revenues for the third quarter of 2026 increased $378 million, or 53%, to $1,085 million from $707 million for the same period of 2025, due to a higher composite average price ($274 million) and an increase of 408 MMcfd, or 15%, in natural gas deliveries ($104 million). Increased deliveries were primarily from the Utica and Permian Basin. EOG's composite natural gas price for the third quarter of 2026 increased 34% to $3.74 per Mcf compared to $2.80 per Mcf for the same period of 2025.
During the third quarter of 2026, EOG recognized net gains on the mark-to-market of financial commodity and other derivative contracts of $105 million compared to net gains of $116 million for the same period of 2025. The net gains of $105 million included gains of $68 million related to the Brent crude oil (Brent) linked gas sales contract. During the third quarter of 2026, net cash received from settlements of financial commodity derivative contracts was $40 million compared to net cash received from settlements of financial commodity derivative contracts of $27 million for the same period of 2025.
Gathering, processing and marketing revenues are revenues generated from sales of third-party crude oil and condensate, NGLs and natural gas, as well as fees associated with gathering third-party natural gas and revenues from sales of EOG-owned sand. Purchases and sales of third-party crude oil and condensate and natural gas may be utilized in order to balance firm capacity at third-party facilities with production in certain areas and to utilize excess capacity at EOG-owned facilities. Marketing costs represent the costs to purchase third-party crude oil and condensate, natural gas and sand and the associated transportation costs, as well as costs associated with EOG-owned sand sold to third parties.
Gathering, processing and marketing revenues less marketing costs for the third quarter of 2026 increased $21 million as compared to the same period of 2025 primarily due to higher margins on natural gas and crude oil and condensate marketing activities.
Operating and Other Expenses. For the third quarter of 2026, operating expenses of $4,963 million were $952 million higher than the $4,011 million incurred during the third quarter of 2025. The following table presents the costs per barrel of oil equivalent (Boe) for the three-month periods ended September 30, 2026 and 2025:
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Lease and Well | $ | 3.74 | $ | 3.60 | ||||||||||
| Gathering, Processing and Transportation Costs (GP&T) | 5.26 | 4.90 | ||||||||||||
| Depreciation, Depletion and Amortization (DD&A) - | ||||||||||||||
| Oil and Gas Properties | 9.29 | 9.20 | ||||||||||||
| Other Property, Plant and Equipment | 0.51 | 0.57 | ||||||||||||
| General and Administrative (G&A) | 1.49 | 2.00 | ||||||||||||
| Interest Expense, Net | 0.51 | 0.59 | ||||||||||||
Total (1) | $ | 20.80 | $ | 20.86 | ||||||||||
(1)Total excludes exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.
The primary factors impacting the cost components of per-unit rates of lease and well, GP&T, DD&A and G&A for the three months ended September 30, 2026, compared to the same period of 2025, are set forth below. See "Operating Revenues and Other" above for a discussion of volumes.
28
Lease and well expenses include expenses for EOG-operated properties, as well as expenses billed to EOG from other operators where EOG is not the operator of a property. Lease and well expenses can be divided into the following categories: costs to operate and maintain crude oil and natural gas wells, the cost of workovers and lease and well administrative expenses. Operating and maintenance costs include, among other things, pumping services, produced water disposal, equipment repair and maintenance, compression expense, lease upkeep, fuel and power. Workovers are operations to restore or maintain production from existing wells.
Each of these categories of costs individually fluctuates from time to time as EOG attempts to maintain and increase production while maintaining efficient, safe and environmentally responsible operations. EOG continues to increase its operating activities by drilling new wells in existing and new areas. Operating and maintenance costs within these existing and new areas, as well as the costs of services charged to EOG by vendors, fluctuate over time.
Lease and well expenses of $493 million for the third quarter of 2026 increased $62 million from $431 million for the same prior year period primarily due to increased operating and maintenance costs ($39 million), increased workovers expenditures ($13 million) and increased lease and well administrative expenses ($7 million), all in the United States.
GP&T costs represent costs to process and deliver hydrocarbon products from the lease to a downstream point of sale. GP&T costs include operating and maintenance expenses from EOG-owned assets, fees paid to third-party operators and administrative expenses associated with operating EOG's GP&T assets. EOG pays third parties to process the majority of its natural gas production to extract NGLs.
GP&T costs of $693 million for the third quarter of 2026 increased $106 million from $587 million for the same prior year period primarily due to increased GP&T costs related to increased production in the Utica ($73 million), Permian Basin ($19 million) and the Eagle Ford ($7 million).
DD&A of the cost of proved oil and gas properties is calculated using the unit-of-production method. EOG's DD&A rate and expense are the composite of numerous individual DD&A group calculations. There are several factors that can impact EOG's composite DD&A rate and expense, such as field production profiles, drilling or acquisition of new wells, disposition of existing wells and reserve revisions (upward or downward) primarily related to well performance, economic factors and impairments. Changes to these factors may cause EOG's composite DD&A rate and expense to fluctuate from period to period. DD&A of the cost of other property, plant and equipment is generally calculated using the straight-line depreciation method over the useful lives of the assets.
DD&A expenses for the third quarter of 2026 increased $123 million to $1,292 million from $1,169 million for the same prior year period. DD&A expenses associated with oil and gas properties for the third quarter of 2026 were $125 million higher than the same prior year period. The increase primarily reflects increased production ($104 million) and increased unit rates ($8 million) in the United States.
G&A expenses of $196 million for the third quarter of 2026 decreased $43 million from $239 million for the same prior year period primarily due to decreased professional services costs related to the Encino acquisition.
Exploration costs of $54 million for the third quarter of 2026 decreased $17 million from $71 million for the same prior year period primarily due to decreased geological and geophysical expenditures in Trinidad ($19 million).
Impairments include: amortization of individually insignificant unproved oil and gas property costs as well as impairments of proved oil and gas properties; other property, plant and equipment; individually significant unproved oil and gas property costs; and other assets. Unproved properties with acquisition costs that are not individually significant are aggregated, and the portion of such costs estimated to be nonproductive is amortized over the remaining lease term. Unproved properties with individually significant acquisition costs are reviewed individually for impairment.
29
The following table sets forth impairments for the third quarter of 2026 and 2025 (in millions):
| Three Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Unproved properties | $ | 18 | $ | 15 | ||||||||||
| Other assets | 5 | 56 | ||||||||||||
| Firm commitment contracts | 1 | — | ||||||||||||
| Total | $ | 24 | $ | 71 | ||||||||||
Taxes other than income include severance/production taxes, ad valorem/property taxes, payroll taxes, franchise taxes and other miscellaneous taxes. Severance/production taxes are generally determined based on wellhead revenues, and ad valorem/property taxes are generally determined based on the valuation of the underlying assets.
Taxes other than income for the third quarter of 2026 increased $92 million to $401 million (6.3% of revenues from sales of crude oil and condensate, NGLs and natural gas) from $309 million (6.8% of revenues from sales of crude oil and condensate, NGLs and natural gas) for the same prior year period. The increase in taxes other than income was primarily due to increased severance/production taxes in the United States.
Other income, net of $45 million for the third quarter of 2026 decreased $14 million from $59 million for the same prior year period. The decrease was primarily due to decreased interest income.
Income taxes of $783 million for the third quarter of 2026 increased from income taxes of $353 million for the third quarter of 2025 primarily due to increased pretax income. The net effective tax rate for the third quarter of 2026 increased to 22% from 19% for the third quarter of 2025. The higher effective tax rate is primarily due to the absence of certain 2025 state tax benefits related to the Encino acquisition.
Nine Months Ended September 30, 2026 vs. Nine Months Ended September 30, 2025
Operating Revenues and Other. During the first nine months of 2026, total operating revenues increased $7,096 million, or 42%, to $24,090 million from $16,994 million for the same period of 2025. Total revenues from sales of EOG's production of crude oil and condensate, NGLs and natural gas for the first nine months of 2026 increased $4,916 million, or 37%, to $18,080 million from $13,164 million for the same period of 2025. During the first nine months of 2026, EOG recognized net gains on the mark-to-market of financial commodity and other derivative contracts of $258 million compared to net gains of $32 million for the same period of 2025. Gathering, processing and marketing revenues for the first nine months of 2026 increased $1,588 million, or 42%, to $5,353 million from $3,765 million for the same period of 2025. EOG recognized net gains on asset dispositions of $331 million for the first nine months of 2026 compared to net losses on asset dispositions of $19 million for the same period of 2025.
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Volume and price statistics for the nine-month periods ended September 30, 2026 and 2025 were as follows (see Note 8 for segment financial information):
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Crude Oil and Condensate Volumes (MBbld) | |||||||||||||||||||||||
| United States | 546.8 | 512.4 | |||||||||||||||||||||
| Trinidad | 2.0 | 1.3 | |||||||||||||||||||||
Other International (1) | 0.4 | — | |||||||||||||||||||||
| Total | 549.2 | 513.7 | |||||||||||||||||||||
Average Crude Oil and Condensate Prices ($/Bbl) (2) | |||||||||||||||||||||||
| United States | $ | 85.85 | $ | 67.83 | |||||||||||||||||||
| Trinidad | 81.07 | 57.80 | |||||||||||||||||||||
| Other International | 94.53 | — | |||||||||||||||||||||
| Composite | 85.83 | 67.81 | |||||||||||||||||||||
| Natural Gas Liquids Volumes (MBbld) | |||||||||||||||||||||||
| United States | 345.4 | 270.0 | |||||||||||||||||||||
| Total | 345.4 | 270.0 | |||||||||||||||||||||
Average Natural Gas Liquids Prices ($/Bbl) (2) | |||||||||||||||||||||||
| United States | $ | 24.31 | $ | 23.20 | |||||||||||||||||||
| Natural Gas Volumes (MMcfd) | |||||||||||||||||||||||
| United States | 2,812 | 2,110 | |||||||||||||||||||||
| Trinidad | 265 | 243 | |||||||||||||||||||||
Other International (1) | 11 | 1 | |||||||||||||||||||||
| Total | 3,088 | 2,354 | |||||||||||||||||||||
Average Natural Gas Prices ($/Mcf) (2) | |||||||||||||||||||||||
| United States | $ | 3.42 | $ | 2.94 | |||||||||||||||||||
| Trinidad | 3.94 | 3.74 | |||||||||||||||||||||
Other International (1) | 3.28 | 3.27 | |||||||||||||||||||||
| Composite | 3.46 | 3.03 | |||||||||||||||||||||
| Crude Oil Equivalent Volumes (MBoed) | |||||||||||||||||||||||
| United States | 1,360.9 | 1,134.1 | |||||||||||||||||||||
| Trinidad | 46.1 | 41.7 | |||||||||||||||||||||
| Other International | 2.3 | 0.2 | |||||||||||||||||||||
| Total | 1,409.3 | 1,176.0 | |||||||||||||||||||||
| Total MMBoe | 384.7 | 321.0 | |||||||||||||||||||||
(1)Crude oil and condensate volumes are from UAE and Bahrain operations. Natural gas volumes are from Bahrain operations; natural gas realized price represents contract price less partner's processing and distribution costs.
(2)Excludes the impact of financial commodity and other derivative instruments (see Note 9 to the Condensed Consolidated Financial Statements).
Crude oil and condensate revenues for the first nine months of 2026 increased $3,360 million, or 35%, to $12,870 million from $9,510 million for the same period of 2025 due to a higher composite average price ($2,702 million) and an increase of 35.5 MBbld, or 7%, in crude oil and condensate deliveries ($658 million). Increased deliveries were primarily from the Utica. EOG's composite crude oil and condensate price for the first nine months of 2026 increased 27% to $85.83 per barrel compared to $67.81 per barrel for the same period of 2025.
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NGL revenues for the first nine months of 2026 increased $582 million, or 34%, to $2,292 million from $1,710 million for the same period of 2025 due to an increase of 75.4 MBbld, or 28%, in NGL deliveries ($477 million) and a higher composite average price ($105 million). Increased deliveries were primarily from the Utica and Permian Basin. EOG's composite NGL price for the first nine months of 2026 increased 5% to $24.31 per barrel compared to $23.20 per barrel for the same period of 2025.
Natural gas revenues for the first nine months of 2026 increased $974 million, or 50%, to $2,918 million from $1,944 million for the same period of 2025 due to an increase in natural gas deliveries ($610 million) and a higher composite average price ($364 million). Natural gas deliveries for the first nine months of 2026 increased 734 MMcfd, or 31%, compared to the same period of 2025. Increased deliveries were primarily from the Utica and Permian Basin. EOG's composite natural gas price for the first nine months of 2026 increased 14% to $3.46 per Mcf compared to $3.03 per Mcf for the same period of 2025.
During the first nine months of 2026, EOG recognized net gains on the mark-to-market of financial commodity and other derivative contracts of $258 million compared to net gains of $32 million for the same period of 2025. The net gains of $258 million included gains of $198 million related to the Brent linked gas sales contract. During the first nine months of 2026, net cash received from settlements of financial commodity derivative contracts was $32 million. Net cash payments for settlements of financial commodity derivative contracts were $35 million for the same period of 2025.
Gathering, processing and marketing revenues less marketing costs for the first nine months of 2026 increased $148 million as compared to the same period of 2025 primarily due to higher margins on crude oil and condensate marketing activities.
Operating and Other Expenses. For the first nine months of 2026, operating expenses of $14,378 million were $2,826 million higher than the $11,552 million incurred during the same period of 2025. The following table presents the costs per Boe for the nine-month periods ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Lease and Well | $ | 3.70 | $ | 3.82 | ||||||||||
| GP&T | 5.26 | 4.62 | ||||||||||||
| DD&A - | ||||||||||||||
| Oil and Gas Properties | 9.20 | 9.48 | ||||||||||||
| Other Property, Plant and Equipment | 0.53 | 0.60 | ||||||||||||
| G&A | 1.54 | 1.86 | ||||||||||||
| Interest Expense, Net | 0.52 | 0.53 | ||||||||||||
Total (1) | $ | 20.75 | $ | 20.91 | ||||||||||
(1)Total excludes exploration costs, dry hole costs, impairments, marketing costs and taxes other than income.
The primary factors impacting the cost components of per-unit rates of lease and well, GP&T, DD&A and interest expense, net for the nine months ended September 30, 2026, compared to the same period of 2025 are set forth below. See "Operating Revenues and Other" above for a discussion of volumes.
Lease and well expenses of $1,422 million for the first nine months of 2026 increased $194 million from $1,228 million for the same prior year period primarily due to increased operating and maintenance costs ($132 million), increased lease and well administrative expenses ($40 million) and increased workovers expenditures ($14 million), all in the United States.
GP&T costs of $2,023 million for the first nine months of 2026 increased $541 million from $1,482 million for the same prior year period primarily due to increased GP&T costs related to increased production in the Utica ($513 million) and Permian Basin ($38 million).
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DD&A expenses for the first nine months of 2026 increased $509 million to $3,744 million from $3,235 million for the same prior year period. DD&A expenses associated with oil and gas properties for the first nine months of 2026 were $497 million higher than the same prior year period. The increase primarily reflects increased production in the United States ($577 million), partially offset by decreased unit rates in the United States ($103 million).
Interest expense, net of $200 million for the first nine months of 2026 increased $31 million compared to the same prior year period primarily due to the issuance in July 2025 of the $1,250 million aggregate principal amount of 5.350% Senior Notes due 2036 ($34 million), $1,250 million aggregate principal amount of 5.000% Senior Notes due 2032 ($32 million), $500 million aggregate principal amount of 5.950% Senior Notes due 2055 ($15 million) and $500 million aggregate principal amount of 4.400% Senior Notes due 2028 ($12 million), and the issuance in November 2025 of the $750 million aggregate principal amount of 4.400% Senior Notes due 2031 ($26 million) and $250 million aggregate principal amount of 5.950% Senior Notes due 2055 ($11 million), partially offset by increased capitalized interest ($63 million), the repayment in December 2025 of the $750 million aggregate principal amount of 4.15% Senior Notes due 2026 ($24 million), the absence of financing commitment costs related to the Encino acquisition ($6.5 million), and the maturity in April 2025 of the $500 million aggregate principal amount of 3.15% Senior Notes due 2025 ($4 million).
Exploration costs of $146 million for the first nine months of 2026 decreased $40 million from $186 million for the same prior year period primarily due to decreased geological and geophysical expenditures in Trinidad ($23 million), Other International ($19 million) and the United States ($8 million), partially offset by increased administrative expenses ($8 million).
The following table sets forth impairments for the nine-month periods ended September 30, 2026 and 2025 (in millions):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Proved properties | $ | — | $ | 44 | ||||||||||
| Unproved properties | 56 | 39 | ||||||||||||
| Other assets | 5 | 70 | ||||||||||||
| Inventories | 20 | — | ||||||||||||
| Firm commitment contracts | 1 | 1 | ||||||||||||
| Total | $ | 82 | $ | 154 | ||||||||||
Taxes other than income for the first nine months of 2026 increased $219 million to $1,170 million (6.5% of revenues from sales of crude oil and condensate, NGLs and natural gas) from $951 million (7.2% of revenues from sales of crude oil and condensate, NGLs and natural gas) for the same prior year period. The increase in taxes other than income was primarily due to increased severance/production taxes in the United States.
Other income, net of $106 million for the first nine months of 2026 decreased $73 million from $179 million for the same prior year period. The decrease was primarily due to decreased interest income.
Income taxes of $2,133 million for the first nine months of 2026 increased from income taxes of $1,173 million for the first nine months of 2025 primarily due to increased pretax income. The net effective tax rate for the first nine months of 2026 was unchanged from the prior year period tax rate of 22%.
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Capital Resources and Liquidity
Liquidity Overview. At September 30, 2026, EOG maintained a strong financial and liquidity position, including $5.7 billion of cash and cash equivalents on hand and $3.0 billion of availability under its senior unsecured revolving credit facility (which remained undrawn).
The primary source of cash for EOG during the nine months ended September 30, 2026, was funds generated from operations. The primary uses of cash were funds used in operations; exploration and development expenditures; dividend payments to stockholders; and share repurchases and other purchases of treasury stock. During the first nine months of 2026, EOG's cash balance increased $2,351 million to $5,747 million from $3,396 million at December 31, 2025.
See Notes 2 and 10 to the Condensed Consolidated Financial Statements for further discussion on EOG's debt obligations, including the fair value of EOG's senior notes.
Cash Flow. Net cash provided by operating activities of $11,448 million for the first nine months of 2026 increased $4,016 million compared to the same period of 2025 primarily due to an increase in revenues from sales of crude oil and condensate, NGLs and natural gas ($4,916 million), a decrease in net cash paid related to income taxes ($609 million), an increase in gathering, processing and marketing revenues less marketing costs ($148 million) and net cash received for settlements of financial commodity derivative contracts of $32 million compared to net cash paid of $35 million in the first nine months of 2025, partially offset by an increase in cash operating expenses ($895 million), an increase in net cash used in working capital and other assets and liabilities ($374 million) and an increase in interest paid ($85 million).
Net cash used in investing activities of $4,685 million for the first nine months of 2026 decreased $4,489 million compared to the same period of 2025 primarily due to the acquisition of Encino in 2025 ($4,464 million) and an increase in proceeds from sales of assets ($373 million), partially offset by an increase in cash used in working capital associated with investing activities ($264 million), an increase in additions to other property, plant and equipment ($51 million) and an increase in additions to oil and gas properties ($33 million).
Net cash used in financing activities of $4,412 million for the first nine months of 2026 included share repurchases and other purchases of treasury stock ($2,780 million) and dividend payments to stockholders ($1,628 million). Net cash used in financing activities of $1,820 million for the first nine months of 2025 included share repurchases and other purchases of treasury stock ($1,887 million), repayments of long-term debt ($1,766 million) and dividend payments to stockholders ($1,611 million). Cash provided by financing activities for the first nine months of 2025 included long-term debt borrowings ($3,472 million).
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Total Expenditures. For the full-year 2026, EOG's exploration and development and other property, plant and equipment expenditures are estimated to range from approximately $6.3 billion to $6.7 billion, including exploration and development drilling, facilities, leasehold acquisitions, capitalized interest, dry hole costs and other property, plant and equipment and excluding property acquisitions, asset retirement costs, non-cash exchanges and transactions and exploration costs incurred as operating expenses. The table below sets out the components of total expenditures for the nine-month periods ended September 30, 2026 and 2025 (in millions):
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Expenditure Category | ||||||||||||||||||||
| Capital | ||||||||||||||||||||
| Exploration and Development Drilling | $ | 3,689 | $ | 3,624 | ||||||||||||||||
| Facilities | 390 | 465 | ||||||||||||||||||
Leasehold Acquisitions (1) | 439 | 118 | ||||||||||||||||||
Property Acquisitions (2) | 220 | 7,005 | ||||||||||||||||||
| Capitalized Interest | 113 | 50 | ||||||||||||||||||
| Subtotal | 4,851 | 11,262 | ||||||||||||||||||
| Exploration Costs | 146 | 186 | ||||||||||||||||||
| Dry Hole Costs | 82 | 45 | ||||||||||||||||||
| Exploration and Development Expenditures | 5,079 | 11,493 | ||||||||||||||||||
Asset Retirement Costs (3) | 61 | 113 | ||||||||||||||||||
| Total Exploration and Development Expenditures | 5,140 | 11,606 | ||||||||||||||||||
| Other Property, Plant and Equipment | 418 | 367 | ||||||||||||||||||
| Total Expenditures | $ | 5,558 | $ | 11,973 | ||||||||||||||||
(1)Leasehold acquisitions included $311 million and $14 million for the nine-month periods ended September 30, 2026 and 2025, respectively, related to non-cash property exchanges.
(2)Property acquisitions for the nine-month period ended September 30, 2026, included $15 million related to revisions to the Encino purchase price allocation and $2 million related to non-cash property exchanges. Property acquisitions for the nine-month period ended September 30, 2025, included $6,721 million related to the Encino acquisition.
(3)Asset retirement costs for the nine-month period ended September 30, 2026, included $15 million related to revisions to the Encino purchase price allocation. Asset retirement costs for the nine-month period ended September 30, 2025, included $52 million related to the Encino acquisition.
Exploration and development expenditures of $5,079 million for the first nine months of 2026 were $6,414 million lower than the same period of 2025 primarily due to decreased property acquisitions ($6,785 million), decreased facility expenditures ($75 million), decreased exploration costs ($40 million) and decreased development drilling expenditures ($32 million), partially offset by increased leasehold acquisitions ($321 million), increased exploration drilling expenditures ($97 million), increased capitalized interest ($63 million) and increased dry hole costs ($37 million). Exploration and development expenditures for the first nine months of 2026 of $5,079 million consisted of $3,928 million in development drilling and facilities, $818 million in exploration, $220 million in property acquisitions and $113 million in capitalized interest. Exploration and development expenditures for the first nine months of 2025 of $11,493 million consisted of $7,005 million in property acquisitions, $4,035 million in development drilling and facilities, $403 million in exploration and $50 million in capitalized interest.
The level of exploration and development expenditures, including acquisitions, will vary in future periods depending on energy market conditions and other economic factors. EOG believes it has significant flexibility and availability with respect to financing alternatives and the ability to adjust its exploration and development expenditure budget as circumstances warrant. While EOG has certain continuing commitments associated with expenditure plans related to its operations, such commitments are not expected to be material when considered in relation to the total financial capacity of EOG. Further, EOG believes that its sources of liquidity are adequate for other near-term and long-term funding requirements, including its cash return commitment, debt service obligations, repayments of debt maturities and other commitments and contingencies.
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Financial Commodity and Other Derivative Transactions. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2025 Annual Report, EOG engages in price risk management activities from time to time. These activities are intended to manage EOG's exposure to fluctuations in commodity prices for crude oil and condensate, NGLs and natural gas. EOG utilizes financial commodity derivative instruments, primarily price swap, option, swaption, collar and basis swap contracts, as a means to manage this price risk. EOG has not designated any of its financial commodity and other derivative contracts as accounting hedges and, accordingly, accounts for financial commodity and other derivative contracts using the mark-to-market accounting method, including the Brent linked gas sales contract. Under this accounting method, changes in the fair value of outstanding financial and other derivative instruments are recognized as gains or losses in the period of change and are recorded as Gains (Losses) on Mark-to-Market Financial Commodity and Other Derivative Contracts on the Condensed Consolidated Statements of Income and Comprehensive Income. The related cash flow impact is reflected in Cash Flows from Operating Activities on the Condensed Consolidated Statements of Cash Flows.
The total fair value of EOG's financial commodity and other derivative contracts was reflected on the Condensed Consolidated Balance Sheet at September 30, 2026, as a net asset of $274 million.
As discussed in "Operating Revenues and Other" above, the net cash received from settlements of financial commodity derivative contracts during the third quarter and first nine months of 2026 was $40 million and $32 million, respectively.
Presented below is a comprehensive summary of EOG's financial commodity derivative contracts settled during the period from January 1, 2026 to October 23, 2026 (closed) and outstanding as of October 23, 2026. Natural gas volumes are presented in MMBtu per day (MMBtud) and prices are presented in dollars per MMBtu ($/MMBtu). NGL volumes are presented in MBbld and prices are presented in $/Bbl.
| Natural Gas Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Weighted Average Price ($/MMBtu) | ||||||||||||||||||||
| January - June 2026 (closed) | NYMEX Henry Hub | 460 | $ | 3.78 | |||||||||||||||||||
| July - October 2026 (closed) | NYMEX Henry Hub | 450 | 3.79 | ||||||||||||||||||||
| November - December 2026 | NYMEX Henry Hub | 450 | 3.79 | ||||||||||||||||||||
| Natural Gas Collar Contracts | |||||||||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||||||||
| Weighted Average Price ($/MMBtu) | |||||||||||||||||||||||||||||
| Period | Settlement Index | Volume (MMBtud in thousands) | Ceiling Price | Floor Price | |||||||||||||||||||||||||
| January - June 2026 (closed) | NYMEX Henry Hub | 80 | $ | 4.28 | $ | 3.72 | |||||||||||||||||||||||
| July - October 2026 (closed) | NYMEX Henry Hub | 70 | 4.23 | 3.71 | |||||||||||||||||||||||||
| November - December 2026 | NYMEX Henry Hub | 70 | 4.23 | 3.71 | |||||||||||||||||||||||||
| January - December 2027 | NYMEX Henry Hub | 120 | 4.41 | 3.42 | |||||||||||||||||||||||||
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| Ethane Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | ||||||||||||||||||||
| January - September 2026 (closed) | Mont Belvieu Ethane (non-Tet) | 11 | $ | 10.94 | |||||||||||||||||||
| October - December 2026 | Mont Belvieu Ethane (non-Tet) | 11 | 10.94 | ||||||||||||||||||||
| Propane Financial Price Swap Contracts | |||||||||||||||||||||||
| Contracts Sold | |||||||||||||||||||||||
| Period | Settlement Index | Volume (MBbld) | Weighted Average Price ($/Bbl) | ||||||||||||||||||||
| January - September 2026 (closed) | Mont Belvieu Propane (Tet) | 1 | $ | 30.24 | |||||||||||||||||||
| October - December 2026 | Mont Belvieu Propane (Tet) | 1 | 30.24 | ||||||||||||||||||||
In connection with its financial commodity derivative contracts, EOG had no collateral posted and no collateral held at October 23, 2026.
Natural Gas Sales Linked to Brent Crude Oil. As more fully discussed in Note 12 to the Consolidated Financial Statements included in EOG's 2025 Annual Report, in February 2024, EOG entered into a 10-year agreement, commencing in 2027, to sell 180,000 MMBtud of its domestic natural gas production, with 140,000 MMBtud to be sold at a price indexed to Brent and the remaining volumes to be sold at a price indexed to Brent or a U.S. Gulf Coast gas index at the counterparty's election.
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Information Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements and projections regarding EOG's future financial position, operations, performance, business strategy, goals, returns and rates of return, budgets, reserves, levels of production, capital expenditures, operating costs and asset sales, statements regarding future commodity prices, statements regarding the plans and objectives of EOG's management for future operations and statements and projections regarding the strategic rationale for, and anticipated benefits of, EOG's acquisition of Encino Acquisition Partners, LLC (Encino) are forward‐looking statements. EOG typically uses words such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "aims," "ambition," "initiative," "goal," "may," "will," "focused on," "should" and "believe" or the negative of those terms or other variations or comparable terminology to identify its forward‐looking statements. In particular, statements, express or implied, concerning (i) EOG's future financial or operating results and returns, (ii) EOG's ability to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control drilling, completion and operating costs and capital expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, other environmental matters or safety matters, pay and/or increase regular and/or special dividends or repurchase shares or (iii) the successful integration of Encino's assets and operations or the strategic rationale for, or anticipated benefits of, EOG's acquisition of Encino, in each case are forward‐looking statements. Forward-looking statements are not guarantees of performance. Although EOG believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that such assumptions are accurate or will prove to have been correct or that any of such expectations will be achieved (in full or at all) or will be achieved on the expected or anticipated timelines. Moreover, EOG's forward-looking statements may be affected by known, unknown or currently unforeseen risks, events or circumstances that may be outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the expectations reflected in EOG's forward-looking statements include, among others:
•the timing, magnitude and duration of changes in prices for, supplies of, and demand for, crude oil and condensate, natural gas liquids (NGLs), natural gas and related commodities;
•the extent to which EOG is successful in its efforts to acquire or discover additional reserves;
•the extent to which EOG is successful in its efforts to (i) economically develop its acreage in, (ii) produce reserves and achieve anticipated production levels and rates of return from, (iii) decrease or otherwise control its drilling, completion and operating costs and capital expenditures related to, and (iv) maximize reserve recoveries from, its existing and future crude oil and natural gas exploration and development projects and associated potential and existing drilling locations;
•the success of EOG's cost-mitigation initiatives and actions in offsetting the impact of any inflationary or other pressures on EOG's operating costs and capital expenditures;
•the extent to which EOG is successful in its efforts to market its production of crude oil and condensate, NGLs and natural gas;
•security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, physical breaches of our facilities and other infrastructure or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business, and enhanced regulatory focus on the prevention of, and disclosure requirements relating to, cyber incidents;
•the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, storage, transportation, refining, liquefaction and export facilities and equipment;
•the availability, cost, terms and timing of issuance or execution of mineral licenses, concessions and leases and governmental and other permits and rights-of-way, and EOG's ability to retain mineral licenses, concessions and leases;
38
•the impact of, and changes in, government policies, laws and regulations, including climate change-related regulations, policies and initiatives (for example, with respect to air emissions); tax laws and regulations (including, but not limited to, carbon tax or other emissions-related legislation); environmental, health and safety laws and regulations relating to disposal of produced water, drilling fluids and other wastes, hydraulic fracturing and access to and use of water; laws and regulations affecting the leasing of acreage and permitting for oil and gas drilling and the calculation of royalty payments in respect of oil and gas production; laws and regulations imposing additional permitting and disclosure requirements, additional operating restrictions and conditions or restrictions on drilling and completion operations and on the transportation of crude oil, NGLs and natural gas; laws and regulations with respect to financial commodity and other derivative instruments and hedging activities; laws and regulations with respect to the import and export of crude oil, natural gas and related commodities; and trade policies, tariffs, trade agreements and other trade restrictions;
•the impact of climate change-related legislation, policies and initiatives; climate change-related political, social and shareholder activism; and physical, transition and reputational risks and other potential developments related to climate change;
•the extent to which EOG is able to successfully and economically develop, implement and carry out its emissions and other environmental or safety-related initiatives and achieve its related targets, goals, ambitions and initiatives;
•EOG's failure to realize, in full or at all, the anticipated benefits of its acquisition of Encino and/or business disruptions resulting from the acquisition (e.g., relating to the integration of Encino's assets and operations into EOG's operations) that could harm EOG's business operations (including current plans and operations and the diversion of management's attention from EOG's ongoing business operations);
•EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, identify and resolve existing and potential issues with respect to such properties and accurately estimate reserves, production, drilling, completion and operating costs and capital expenditures with respect to such properties;
•the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully, economically and in compliance with applicable laws and regulations;
•competition in the oil and gas exploration and production industry for the acquisition of licenses, concessions, leases and properties;
•the availability and cost of, EOG's ability to retain, and competition in the oil and gas exploration and production industry for, employees, labor and other personnel, facilities, equipment, materials (such as water, sand, fuel and tubulars) and services;
•the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise;
•weather and natural disasters, including its impact on crude oil and natural gas demand, and related delays in drilling and in the installation and operation (by EOG or third parties) of production, gathering, processing, refining, liquefaction, compression, storage, transportation, and export facilities;
•the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG;
•EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements;
•the extent to which EOG is successful in its completion of planned asset dispositions;
•the extent and effect of any hedging activities engaged in by EOG;
•the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions;
•geopolitical factors and political conditions and developments around the world (such as the imposition of tariffs or trade or other economic sanctions, political instability and armed conflicts), including in the areas in which EOG operates;
•the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage; and
•the other factors described under ITEM 1A, Risk Factors of EOG's Annual Report on Form 10-K for the year ended December 31, 2025 and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
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In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward-looking statements may not occur and, if any of such events do, we may not have anticipated the timing of their occurrence or the duration or extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of EOG's forward-looking statements. EOG's forward-looking statements speak only as of the date made, and EOG undertakes no obligation, other than as required by applicable law, to update or revise its forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.
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PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EOG RESOURCES, INC.
EOG's exposure to commodity price risk, interest rate risk and foreign currency exchange rate risk is discussed in (i) the "Financial Commodity and Other Derivative Transactions," "Financing" and "Outlook" sections of "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity" included in EOG's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 2026 (EOG's 2025 Annual Report); and (ii) Note 12, "Risk Management Activities," to EOG's Consolidated Financial Statements included in EOG's 2025 Annual Report. For updated information regarding EOG's financial commodity and other derivative contracts and physical commodity contracts, see (i) Note 9, "Risk Management Activities," to EOG's Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q; (ii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Operating Revenues and Other" in this Quarterly Report on Form 10-Q; and (iii) "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Financial Commodity and Other Derivative Transactions" in this Quarterly Report on Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
EOG RESOURCES, INC.
Disclosure Controls and Procedures. EOG's management, with the participation of EOG's principal executive officer and principal financial officer, evaluated the effectiveness of EOG's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q (Evaluation Date). Based on this evaluation, EOG's principal executive officer and principal financial officer have concluded that EOG's disclosure controls and procedures were effective as of the Evaluation Date in ensuring that information that is required to be disclosed in the reports EOG files or furnishes under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to EOG's management, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting. There were no changes in EOG's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that occurred during the quarterly period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.
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PART II. OTHER INFORMATION
EOG RESOURCES, INC.
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Note 5 to Condensed Consolidated Financial Statements, which is incorporated herein by reference.
Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (as amended, Exchange Act) requires disclosure regarding certain proceedings arising under federal, state or local environmental laws when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that EOG reasonably believes will exceed a specified threshold. Pursuant to such item, EOG will be using a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. EOG believes proceedings under this threshold are not material to EOG's business and financial condition (the choice of this threshold does not imply that matters with potential monetary sanctions in excess of $1 million are necessarily material to EOG's business or financial condition). Applying this threshold, there are no environmental proceedings to disclose for the quarter ended September 30, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth, for the periods indicated, EOG's share repurchase activity:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that may Yet Be Purchased Under the Plans or Programs (3) | |||||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 1,067,215 | $ | 134.77 | 1,055,813 | $ | 11,508,948,842 | |||||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | 2,308,124 | 143.66 | 2,301,800 | 11,178,302,874 | |||||||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 4,037,848 | 145.68 | 3,690,834 | 10,643,304,135 | |||||||||||||||||||||||||
| Total | 7,413,187 | 143.48 | 7,048,447 | ||||||||||||||||||||||||||
(1)Includes 7,048,447 shares repurchased during the quarter ended September 30, 2026, at an average price of $142.99 per share (inclusive of commissions and transaction fees), pursuant to the Share Repurchase Authorization (as defined and further discussed below); such repurchases count against the Share Repurchase Authorization. The share repurchases effected during the period July 1, 2026 through August 5, 2026 were made pursuant to a Rule 10b5-1 trading plan entered into by EOG on June 29, 2026. Also includes 364,740 total shares that were withheld by or returned to EOG during the quarter ended September 30, 2026, at an average price of $152.90 per share, (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or stock-settled stock appreciation rights or the vesting of restricted stock, restricted stock unit or performance unit grants or (ii) in payment of the exercise price of employee stock options; such shares do not count against the Share Repurchase Authorization.
(2)In November 2021, EOG's Board of Directors (Board) established a new share repurchase authorization allowing for the repurchase by EOG of up to $5 billion of its common stock and, in November 2024, increased such share repurchase authorization from $5 billion to $10 billion. Effective May 20, 2026, the Board again increased such share repurchase authorization, from $10 billion to $20 billion (Share Repurchase Authorization). As of September 30, 2026, (i) EOG had repurchased an aggregate 76,000,172 shares at a total cost of $9,356,695,865 (inclusive of commissions and transaction fees) under the Share Repurchase Authorization and (ii) an additional $10,643,304,135 of shares remained available for repurchases under the Share Repurchase Authorization.
(3)Under the Share Repurchase Authorization, EOG may repurchase shares from time to time, at management's discretion, in accordance with applicable securities laws, including through open market transactions, privately negotiated transactions or any combination thereof. The timing and amount of repurchases is at the discretion of EOG's management and depends on a variety of factors, including the trading price of EOG's common stock, corporate and regulatory requirements, other market and economic conditions, the availability of cash to effect repurchases and EOG's anticipated future capital expenditures and other commitments requiring cash. Repurchased shares are held as treasury shares and are available for general corporate purposes. The Share Repurchase Authorization has no time limit, does not require EOG to repurchase a specific number of shares and may be modified, suspended or terminated by the Board at any time.
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ITEM 5. OTHER INFORMATION
Trading Plans/Arrangements. On September 30, 2026 , Ann D. Janssen , EOG’s Executive Vice President and Chief Financial Officer , adopted a written Rule 10b5-1 trading arrangement in respect of EOG’s common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934 (as amended).
The arrangement, which was adopted at a time when Ms. Janssen was not in possession of material, non-public information regarding EOG, provides for the sale by Ms. Janssen of up to 18,000 shares currently held by Ms. Janssen, during the specific time periods and subject to the limit price (i.e., trigger price) conditions set forth in the arrangement.
The arrangement also provides for the sale by Ms. Janssen of (i) 100% of the net shares to be received by Ms. Janssen upon the vesting of 3,947 shares of restricted stock previously granted to her and (ii) 100% of the net shares to be received by Ms. Janssen upon the vesting of 5,921 restricted stock units with performance-based conditions (i.e., performance units) previously granted to her, in each case, at the then-prevailing market price and subject to EOG's withholding of shares in satisfaction of the tax withholding obligations arising upon such vesting.
Ms. Janssen’s Rule 10b5-1 trading arrangement will commence following the applicable cooling-off period and will terminate upon the earlier of (i) the completion of all sales specified in the trading arrangement and (ii) July 30, 2027 .
During the quarter ended September 30, 2026, no other Section 16 officer of EOG, and no director of EOG, adopted or terminated
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ITEM 6. EXHIBITS
Exhibit No. | Description | |||||||
| 3.1(a) | - | |||||||
| 3.1(b) | - | |||||||
| 3.1(c) | - | |||||||
| 3.1(d) | - | |||||||
| 3.1(e) | - | |||||||
| 3.1(f) | - | |||||||
| 3.1(g) | - | |||||||
| 3.1(h) | - | |||||||
| 3.1(i) | - | |||||||
| 3.1(j) | - | |||||||
| 3.1(k) | - | |||||||
| 3.1(l) | - | |||||||
| 3.1(m) | - | |||||||
| 3.1(n) | - | |||||||
| 3.2 | - | |||||||
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| Exhibit No. | Description | |||||||
| *10.1 | - | |||||||
| *10.2 | - | |||||||
| *10.3 | - | |||||||
| *31.1 | - | |||||||
| *31.2 | - | |||||||
| *32.1# | - | |||||||
| *32.2# | - | |||||||
| 101.INS | - | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||
| **101.SCH | - | Inline XBRL Schema Document. | ||||||
| **101.CAL | - | Inline XBRL Calculation Linkbase Document. | ||||||
| **101.DEF | - | Inline XBRL Definition Linkbase Document. | ||||||
| **101.LAB | - | Inline XBRL Label Linkbase Document. | ||||||
| **101.PRE | - | Inline XBRL Presentation Linkbase Document. | ||||||
| 104 | - | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||
* Exhibits filed herewith.
** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income and Comprehensive Income - Three Months and Nine Months Ended September 30, 2026 and 2025, (ii) the Condensed Consolidated Balance Sheets - September 30, 2026 and December 31, 2025, (iii) the Condensed Consolidated Statements of Stockholders' Equity - Three Months and Nine Months Ended September 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2026 and 2025 and (v) the Notes to Condensed Consolidated Financial Statements.
# The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EOG RESOURCES, INC. | |||||||||||
| (Registrant) | |||||||||||
| Date: | November 5, 2026 | By: | /s/ ANN D. JANSSEN Ann D. Janssen Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||||
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Exhibit 10.1
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK AWARD AGREEMENT
RESTRICTED STOCK AWARD AGREEMENT
GRANTEE: #ParticipantName# #EmployeeID#
Congratulations! If you accept the terms of this Agreement, you will be granted an Award of EOG Resources, Inc. Restricted Stock as follows:
| Date of Grant | #GrantDate# | ||||
| Shares of Restricted Stock granted under this Award | #QuantityGranted# | ||||
If you accept the terms of this Agreement, the Compensation and Human Resources Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Award (the “Award”) in accordance with the terms set forth below.
General. This Restricted Stock Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock book entry will be maintained by the Company (or its agent) until you become fully vested in the shares of Restricted Stock. You will have voting rights with respect to the unvested shares of Restricted Stock.
Vesting. Subject to your continuous employment with the Company or an Affiliate, this Award will become vested in 33% increments on the one-year and two-year anniversaries of the Date of Grant (in each case, with the resulting number of shares rounded down to a whole share) and in an increment of 34% consisting of all remaining unvested shares on the three-year anniversary of the Date of Grant. The shares of Restricted Stock in respect of each vested increment shall be released to you on the first business day following the corresponding anniversary date (or as soon as administratively practicable thereafter, but no later than 60 days following such date).
Termination of Employment. Except as provided below, any unvested shares of Restricted Stock awarded hereunder will be forfeited and canceled upon the termination of your employment.
Due to Death or Disability. If your employment with the Company or an Affiliate terminates due to death or Disability, all forfeiture restrictions on the unvested shares of Restricted Stock awarded hereunder shall lapse and such shares of Restricted Stock shall be released to your beneficiary or you as soon as administratively practicable following the effective date of such termination (but no later than 60 days following such date).
Due to a Change in Control of the Company. Upon the termination of your employment by the Company or an Affiliate without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company, all forfeiture restrictions on the unvested shares of Restricted Stock awarded hereunder shall lapse as of the date of your termination and such shares of Restricted Stock shall be released to you as soon as administratively practicable following the date of your termination (but no later than 60 days following such date).
Dividends. Pursuant to Section 7.5 of the Plan, (i) dividends on unvested shares of Restricted Stock shall accrue and be credited by the Company for your benefit; and (ii) such dividends shall not be paid to you until (and to the extent) you become vested in such shares of Restricted Stock and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of unvested shares of Restricted Stock pursuant to this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the Fidelity Brokerage Services LLC (FMR LLC) website; (iii) the delivery of such documents via the Fidelity Brokerage Services LLC (FMR LLC) website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such
1
documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Notice of Termination of Employment. By accepting the terms of this Agreement, you agree that your employment with the Company may be terminated at any time either by you or the Company, at will and with or without cause. However, you agree that you will provide the Company with advance written notice (“Written Notice”) of your departure from the Company. The Written Notice must be provided at least 14 days prior to terminating your employment with the Company (such advance period, the “Notice Period”).
Written Notice Requirements. If you have accepted an offer of employment or offer to associate with any business or venture or have received such an offer that you may accept, your Written Notice must provide the name of such business or venture, your new position’s job title, and a description of your duties in the new position. If in the opinion of the Company, in its sole discretion, your work for such business or venture may result in your use of the Company’s confidential or proprietary information; if your Written Notice does not provide the name of the business or venture with which you have accepted an offer of employment or offer to associate or from which you have received such an offer that you plan to accept; or if an extension is necessary to ensure business continuity; the Company may give you written notice requiring that the Notice Period be extended to a maximum of 60 days. The Company has a Written Notice form that you must complete and return to the Company’s Chief Human Resources Officer, the Vice President or General Manager to whom you report, or any executive officer of the Company. The Company will mail or deliver any Notice Period extension to your last known address within 14 days of receipt of your Written Notice.
Continued Employment During the Notice Period. During the Notice Period, you will remain an employee of the Company, and you may be required to continue the duties of your employment or assist the Company in transferring your responsibilities to an employee or other person designated by the Company. You shall remain available to meet with Company representatives. Further, you agree that during the Notice Period, the Company may, in its sole discretion, (a) limit you from your active duties and responsibilities, in whole or in part; (b) limit your access to the Company’s facilities; (c) limit your communications with the Company’s other employees, vendors, customers, or competitors; and (d) limit your access to the Company’s information systems and documents.
Compensation and Benefits During the Notice Period. During the Notice Period, the Company will continue to pay you your regular salary, less any applicable withholdings, and you may continue to participate in benefits in which you are enrolled.
Full Time and Attention. You agree to devote your full time and attention during normal working hours to the service of the Company. You shall not engage in any business or secondary employment that interferes with your obligations and responsibilities to the Company. Outside work must not be done on Company time and must not involve the use of Company resources. You further agree that during your employment with the Company you will not (1) engage in any business competitive with the business conducted by the Company; (2) render advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any business competitive with the business conducted by the Company; or (3) induce any employee of the Company to terminate employment with the Company or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with the Company.
Confidentiality. You agree to maintain the confidentiality of confidential or proprietary information entrusted to you by the Company or others with whom the Company does business, both during and after the termination of your employment with the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or others with whom the Company does business, if disclosed. It also includes non-public information that vendors, customers and other companies have entrusted to the Company. Proprietary information includes seismic, geological and geophysical data, prospect and trend information, intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as exploration, production and marketing plans, engineering and manufacturing ideas, designs, databases, records, salary and employee performance information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. Such information is to be used solely for Company purposes and never for the private gain of a director, officer or employee (or any member of his or her family), or any third party.
Non-Solicitation Following Termination of Employment. You agree that if your employment with the Company terminates for any reason, for 365 days following your termination of employment, you will not hire, attempt to hire, or knowingly solicit for employment any person (1) who is employed at the Company or (2) who was employed by the Company during the 60 days prior to the termination of your employment.
Material Terms. You understand and agree that the provisions of this Agreement titled Notice of Termination of Employment, Continued Employment During the Notice Period, Full Time and Attention, Confidentiality, and Non-Solicitation Following Termination of Employment are material provisions of this Agreement, without which EOG would not have made the Award, and that a breach of the terms and conditions of any of those provisions will be considered a material breach of this
2
Agreement, entitling the Company to the return of the consideration given to you for entering into this Agreement, and that the Company would be irreparably harmed by your failure to fully comply with these provisions.
Choice-of-law. The validity, interpretation, performance and enforcement of this Agreement shall be governed by, and shall be construed and interpreted according to, the laws of the State of Texas, without reference to any conflicts of law principles that would operate to make the internal laws of any other jurisdiction applicable.
Exclusive Venue. You further agree that the exclusive venues for any dispute arising out of or related to this Agreement are the state courts in Harris County, Texas and you further agree to submit to the jurisdiction of those courts in any such dispute.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the following documents, refer to the “Accounts & Benefits – Stock Plans – Plan & Grant Documents” section of the Fidelity Brokerage Services LLC (FMR LLC) website.
Current Annual Report
Current Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Current Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics
Conflicts of Interest Policy
Policy on Confidential Information
Policy on Inventions
Information Systems Security Policy
Harassment Prevention Policy
Equal Employment Opportunity Policy
Code of Business Conduct and Ethics
Conflicts of Interest Policy
Policy on Confidential Information
Policy on Inventions
Information Systems Security Policy
Harassment Prevention Policy
Equal Employment Opportunity Policy
Insider Trading Policy
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
3
Exhibit 10.2
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
that have been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
RESTRICTED STOCK UNIT AWARD AGREEMENT
GRANTEE: #ParticipantName# #EmployeeID#
Congratulations! You have been granted an Award of EOG Resources, Inc. Restricted Stock Units as follows:
| Date of Grant | #GrantDate# | ||||
| Restricted Stock Units granted under this Award | #QuantityGranted# | ||||
The Compensation and Human Resources Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Restricted Stock Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Restricted Stock Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Restricted Stock Unit ledger account will be maintained by the Company (or its agent) until you become fully vested in the Restricted Stock Units and the Company common stock represented by such Restricted Stock Units is distributed to you. You will have no voting rights with respect to the Company common stock represented by such Restricted Stock Units until such time as the Company common stock is issued to you.
Vesting. Subject to your continuous employment with the Company or an Affiliate, this Award will become vested in 33% increments on the one-year and two-year anniversaries of the Date of Grant (in each case, with the resulting number of units rounded down to a whole unit) and in an increment of 34% consisting of all remaining unvested units on the three-year anniversary of the Date of Grant. The shares of Company common stock represented by each vested increment of Restricted Stock Units awarded hereunder shall be distributed on the first business day following the corresponding anniversary date (or as soon as administratively practicable thereafter, but no later than 60 days after such date).
Termination of Employment. Except as provided below, any unvested Restricted Stock Units awarded hereunder will be forfeited and canceled upon the termination of your employment.
Due to Death. If your employment with the Company or an Affiliate terminates due to death, all forfeiture restrictions on the unvested Restricted Stock Units awarded hereunder shall lapse immediately and the shares of Company common stock represented by such Restricted Stock Units shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 60 days after such date.
Due to Disability. If your employment with the Company or an Affiliate terminates due to Disability, all forfeiture restrictions on the unvested Restricted Stock Units awarded hereunder shall lapse immediately and the shares of Company common stock represented by such Restricted Stock Units shall be distributed to you according to the schedule specified under “Distribution of Shares” below.
Due to Retirement After Age 62. If your employment with the Company or an Affiliate terminates due to Retirement after attaining age 62 with at least five years of service with the Company and the effective date of your Retirement is at least one whole year after the Date of Grant, then, subject to your compliance with a post-employment non-competition agreement between you and the Company providing for (among other terms, conditions and restrictions) a restricted period expiring on the three-year anniversary of the Date of
1
Grant, (i) all forfeiture restrictions on the unvested Restricted Stock Units awarded hereunder shall lapse on the three-year anniversary of the Date of Grant to the same extent as if your employment had not terminated and (ii) the shares of Company common stock represented by such Restricted Stock Units shall be distributed to you according to the schedule specified under “Distribution of Shares” below. For the avoidance of doubt, if you do not comply with the terms of the post-employment non-competition agreement or any other restrictive covenants to which you are subject through the three-year anniversary of the Date of Grant, the unvested Restricted Stock Units awarded hereunder shall be forfeited and canceled or, if settled prior to the three-year anniversary of the Date of Grant, any shares of Company common stock distributed to you pursuant to such settlement shall be subject to recoupment. For clarity, the forfeiture and recoupment provisions contemplated by the immediately preceding sentence shall lapse as of the three-year anniversary of the Date of Grant. In addition, if the effective date of your Retirement is less than one whole year after the Date of Grant, all Restricted Stock Units awarded hereunder shall be forfeited and canceled.
Due to a Change in Control of the Company. If your employment with the Company or an Affiliate is terminated involuntarily without Cause or by you for Good Reason during the two-year period following a Change in Control of the Company, all forfeiture restrictions on the unvested Restricted Stock Units awarded hereunder shall lapse as of the date of your termination. The shares of Company common stock represented by such Restricted Stock Units shall be distributed to you according to the schedule specified under “Distribution of Shares” below.
Distribution of Shares. Other than as specified under “Due to Death” above, the shares of Company common stock represented by the unvested Restricted Stock Units awarded hereunder that vest pursuant to this “Termination of Employment” section shall be distributed to you on the first business day following the three-year anniversary of the Date of Grant (or as soon as administratively practicable thereafter, but no later than 60 days after such date); provided, however, if your termination of employment with the Company or an Affiliate occurs within two years following a Change in Control of the Company that constitutes an event described in Section 409A(a)(2)(v) of the Code (or any successor provision) and the regulations thereto, such shares instead shall be distributed to you as soon as administratively practicable (and not later than 60 days) following the effective date of your termination of employment notwithstanding any continuing obligations you might have under the post-employment non-competition agreement contemplated by the “Due to Retirement After Age 62” section above (which obligations shall continue to apply to you to the extent provided in such non-competition agreement, as shall the related recoupment provisions referenced in such section), subject to any six-month delay applicable to specified employees described under “Section 409A” below.
Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Restricted Stock Units shall accrue and be credited by the Company for your benefit, and (ii) such dividend equivalents shall vest and be paid to you according to the same schedule as the corresponding shares of Company common stock represented by the Restricted Stock Units are distributed to you. If a Restricted Stock Unit is forfeited, the corresponding dividend equivalents also shall be forfeited.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. All payments to be made upon a termination of employment under this Agreement may only be made upon a Separation from Service to the extent necessary in order to avoid the imposition of penalty taxes on you pursuant to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if you are considered a “specified employee” of the Company for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of your Separation from Service), to the extent required by Section 409A, any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to you under this Agreement during the six-month period immediately following your Separation from Service on account of your Separation from Service shall be accumulated and paid to you on the first business day of the seventh month following your Separation from Service (the “Delayed Payment Date”). If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of your estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of your death. The Company, in its sole
2
discretion, shall determine if you are a “specified employee” on the date of your Separation from Service and whether you are subject to any six-month delay in distribution of amounts due to you under this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the Fidelity Brokerage Services LLC (FMR LLC) website; (iii) the delivery of such documents via the Fidelity Brokerage Services LLC (FMR LLC) website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third-party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Confidentiality. You agree to maintain the confidentiality of confidential or proprietary information entrusted to you by the Company or others with whom the Company does business, both during and after the termination of your employment with the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or others with whom the Company does business, if disclosed. It also includes non-public information that vendors, customers and other companies have entrusted to the Company. Proprietary information includes seismic, geological and geophysical data, prospect and trend information, intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as exploration, production and marketing plans, engineering and manufacturing ideas, designs, databases, records, salary and employee performance information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy. Such information is to be used solely for Company purposes and never for the private gain of a director, officer or employee (or any member of his or her family), or any third party.
Non-Solicitation Following Termination of Employment. You agree that if your employment with the Company terminates for any reason, for 365 days following your termination of employment, you will not hire, attempt to hire, or knowingly solicit for employment any person (1) who is employed at the Company or (2) who was employed by the Company during the 60 days prior to the termination of your employment.
Material Terms. You understand and agree that the provisions of this Agreement titled Confidentiality and Non-Solicitation Following Termination of Employment are material provisions of this Agreement, without which EOG would not have made the Award, and that a breach of the terms and conditions of any of those provisions will be considered a material breach of this Agreement, entitling the Company to the return of the consideration given to you for entering into this Agreement, and that the Company would be irreparably harmed by your failure to fully comply with these provisions.
Choice-of-law. The validity, interpretation, performance and enforcement of this Agreement shall be governed by, and shall be construed and interpreted according to, the laws of the State of Texas, without reference to any conflicts of law principles that would operate to make the internal laws of any other jurisdiction applicable.
Exclusive Venue. You further agree that the exclusive venues for any dispute arising out of or related to this Agreement are the state courts in Harris County, Texas and you further agree to submit to the jurisdiction of those courts in any such dispute.
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Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the following documents, refer to the “Accounts & Benefits – Stock Plans – Plan & Grant Documents” section of the Fidelity Brokerage Services LLC (FMR LLC) website.
Current Annual Report
Current Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
Current Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics
Conflicts of Interest Policy
Policy on Confidential Information
Policy on Inventions
Information Systems Security Policy
Harassment Prevention Policy
Equal Employment Opportunity Policy
Conflicts of Interest Policy
Policy on Confidential Information
Policy on Inventions
Information Systems Security Policy
Harassment Prevention Policy
Equal Employment Opportunity Policy
Insider Trading Policy
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
You are advised to print a copy of this Agreement for your records and reference.
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Exhibit 10.3
This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933.
been registered under the Securities Act of 1933.
EOG RESOURCES, INC.
RESTRICTED STOCK UNIT WITH PERFORMANCE-BASED CONDITIONS
(“PERFORMANCE UNIT”) AWARD AGREEMENT
GRANTEE: #ParticipantName# #EmployeeID#
Congratulations! You have been granted an Award of EOG Resources, Inc. Performance Units as follows:
| Date of Grant: | #GrantDate# | ||||
| Performance Units granted under this Award (subject to adjustment as set forth below): | #QuantityGranted# | ||||
| Vesting Date: | The February 28th immediately following the Certification Date (as defined below) | ||||
The Compensation and Human Resources Committee of the Board of EOG Resources, Inc. (the “Company”) hereby grants to you, the above-named Grantee, effective as of the Date of Grant set forth above, a Performance Unit Award (the “Award”) in accordance with the terms set forth below.
General. This Performance Unit Award Agreement (this “Agreement”) is governed by the terms and conditions of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (as may be amended from time to time, the “Plan”), which is hereby made a part of this Agreement. All capitalized terms that are not defined in this Agreement have the meanings ascribed to them under the Plan. Under the terms of this Agreement and the Plan, a Performance Unit ledger account will be maintained by the Company (or its agent) until you become vested in the Performance Units. You will have no voting rights with respect to the Company common stock represented by such Performance Units (including any additional Performance Units which may be credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) until such time as the Company common stock is issued to you.
Performance Period; TSR Percentile Rank; Performance Multiple. Upon the completion of the Performance Period (as defined on Annex A) and the certification (in writing) by the Committee of:
(i)the Total Shareholder Return (as defined on Annex A) over the Performance Period of the Company and each Peer Company (as defined on Annex A),
(ii)the percentile rank of the Company’s Total Shareholder Return over the Performance Period (relative to the Total Shareholder Return of each of the Peer Companies over the Performance Period) (see table and related provisions on Annex A), and
(iii)the applicable Performance Multiple (determined in accordance with the “Pre-Adjustment Performance Multiple” table and related provisions on Annex A and the “Absolute ROCE Modifier” and “Negative TSR Modifier” adjustment provisions set forth on Annex A) (the date of such certification by the Committee, the “Certification Date”),
such Performance Multiple shall be applied to the number of Performance Units awarded hereunder and, except in the case of an applicable Performance Multiple of 100% or an applicable Performance Multiple of 0% (in which case all Performance Units awarded hereunder shall be deemed forfeited and canceled), your Performance Unit ledger account shall be adjusted to reflect (A) the additional Performance Units credited to you (in the case of a Performance Multiple greater than 100%) or (B) your decreased Performance Units (in the case of a Performance Multiple less than 100% but greater than 0%).
Vesting. Subject to your continuous employment with the Company or an Affiliate, this Award shall vest on the Vesting Date and the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed on the first business day following the Vesting Date (or as soon as administratively practicable thereafter, but no later than 15 days after such date).
Termination of Employment. Except as provided below, if your employment with the Company or an Affiliate does not continue until the Vesting Date, this Award shall terminate and all Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be forfeited and canceled.
Due to Death. If your employment with the Company or an Affiliate terminates due to death on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be 100%; and (iii) all shares of Company common stock represented by the Performance Units awarded
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hereunder shall be distributed to your beneficiary as soon as administratively practicable following your date of death, but no later than 15 days after such date.
If your employment with the Company or an Affiliate terminates due to death subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder shall lapse effective as of the date of your death; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to your beneficiary as soon as administratively practicable following the Vesting Date, but no later than 15 days after such date.
Due to Disability. If your employment with the Company or an Affiliate terminates due to Disability prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse effective as of the date of such termination; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the Vesting Date, but no later than 15 days after such date, subject to the six-month delay applicable to specified employees described under “Section 409A” below.
Due to Retirement After Age 62. If your employment with the Company or an Affiliate terminates prior to the Vesting Date due to Retirement after attaining age 62 with at least five years of service with the Company and the effective date of your Retirement is at least one whole year after the Date of Grant, then, subject to your compliance with a post-employment non-competition agreement between you and the Company providing for (among other terms, conditions and restrictions) a restricted period expiring on the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse on the Vesting Date to the same extent as if your employment had not terminated; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) all shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the Vesting Date, but no later than 15 days after such date, subject to the six-month delay applicable to specified employees described under “Section 409A” below, provided that if (A) you do not comply with the terms of the post-employment non-competition agreement through the Vesting Date or (B) the effective date of your Retirement is less than one whole year after the Date of Grant, all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.
Due to Retirement Prior to Age 62. If your employment with the Company or an Affiliate terminates prior to the Vesting Date and your termination is designated in writing by the Company as a Company-approved Retirement prior to age 62 with at least five years of service with the Company, then, subject to such restrictions as the Company may impose (including, but not limited to, a post-employment non-competition agreement between you and the Company providing for (among other terms, conditions and restrictions) a restricted period expiring on the Vesting Date), (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse on the Vesting Date to the same extent as if your employment had not terminated; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; and (iii) for each whole year that has passed since the Date of Grant up to and including the effective date of your Retirement, you shall be eligible to receive a distribution of 33.3% of the shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple and rounded down to the next whole share). Such shares of Company common stock shall be distributed to you as soon as administratively practicable following the Vesting Date, but no later than 15 days after such date, subject to the six-month delay applicable to specified employees described under “Section 409A” below, provided that if you do not comply with the terms of the post-employment non-competition agreement or any other restrictive covenants to which you are subject through the Vesting Date, all Performance Units (including any additional Performance Units which may have been credited to you upon the completion of the Performance Period based on the applicable Performance Multiple) shall be forfeited and canceled.
Due to Involuntary Termination Other than for Cause or Performance Reasons. If the termination of your employment with the Company or an Affiliate is an Involuntary Termination for any reason other than for Cause or performance reasons prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse on the Vesting Date to the same extent as if your employment had not terminated; (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee; (iii) for each whole year that has passed prior to the effective date of your Involuntary Termination since the Date of Grant set forth above, you shall be eligible to receive a distribution of 33.3% of the shares of Company common stock represented by the Performance Units
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awarded hereunder (as adjusted for the applicable Performance Multiple and rounded down to the next whole share); and (iv) such shares of Company common stock shall be distributed to you as soon as administratively practicable following the Vesting Date, but no later than 15 days after such date, subject to the six-month delay applicable to specified employees described under “Section 409A” below.
Due to Performance Reasons, Cause or Voluntary Termination. If the termination of your employment with the Company or an Affiliate is an Involuntary Termination for performance reasons, a Termination for Cause, or a voluntary termination, in any case prior to the Vesting Date, all Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be forfeited and canceled.
Due to a Change in Control of the Company. If the termination of your employment with the Company or an Affiliate, with an effective date prior to the end date of the Performance Period, is by the Company or such Affiliate (as the case may be) without Cause or by you for Good Reason, in either case during the two-year period following a Change in Control of the Company, (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor) (using, for purposes of the Total Shareholder Return calculations for the Company and each of the Peer Companies, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company (such effective date, the “COC Effective Date”) as the end month of the Performance Period); provided, that the calculation of Average ROCE (as defined on Annex A) (for purposes of determining the applicable “Absolute ROCE Modifier”) shall (A) be based solely on the ROCE (as defined on Annex A) measure for each of the completed fiscal years (if any) of the Performance Period occurring prior to the COC Effective Date and (B) disregard the fiscal year which includes the COC Effective Date; and provided further, that, if the COC Effective Date occurs in the first fiscal year of the Performance Period or prior to the commencement of the Performance Period, the “Absolute ROCE Modifier” shall not apply in determining the applicable Performance Multiple. For the avoidance of doubt (and for illustrative purposes), (1) if the COC Effective Date occurs in the third fiscal year of the Performance Period, Average ROCE shall be calculated based on the ROCE measure for each of the first and second fiscal years of the Performance Period and (2) if the COC Effective Date occurs in the second fiscal year of the Performance Period, Average ROCE shall be equal to the ROCE measure for the first fiscal year of the Performance Period.
If the termination of your employment with the Company or an Affiliate, with an effective date on or subsequent to the end date of the Performance Period but prior to the Vesting Date, is by the Company or such Affiliate (as the case may be) without Cause or by you for Good Reason, in either case during the two-year period following a Change in Control of the Company, (i) all forfeiture restrictions on the Performance Units awarded hereunder relating to your continuous employment through the Vesting Date shall lapse as of the date of your termination; and (ii) the Performance Multiple to be applied to the number of Performance Units awarded hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor).
All shares of Company common stock represented by the Performance Units awarded hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the date of your termination, but no later than 15 days after such date, subject to the six-month delay applicable to specified employees described under “Section 409A” below; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.
Dividend Equivalents. Pursuant to Section 8.6 of the Plan, (i) dividend equivalents on unvested Performance Units (as adjusted for the applicable Performance Multiple) shall accrue and be credited by the Company for your benefit; and (ii) such dividend equivalents shall not be paid to you until (and to the extent) you become vested in the related Performance Units and shall be forfeited in the event of (and to the extent of) the forfeiture and cancellation of the Performance Units pursuant to this Agreement.
Section 409A. The Plan and this Agreement are intended to meet the requirements of Section 409A, and shall be administered such that any payment, settlement, or deferrals of amounts hereunder shall not be subject to any excise penalty tax that may be imposed thereunder. All payments to be made upon a termination of employment under this Agreement may only be made upon a Separation from Service to the extent necessary in order to avoid the imposition of penalty taxes on you pursuant to Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if you are considered a “specified employee” of the Company for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of your Separation from Service), to the extent required by Section 409A, any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to you under this Agreement during the six-month period immediately following your Separation from Service on account of your Separation from Service shall be accumulated and paid to you on the first business day of the seventh month following your Separation from Service (the “Delayed Payment Date”). If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of your estate on the first to occur of the Delayed Payment
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Date or 30 calendar days after the date of your death. The Company, in its sole discretion, shall determine if you are a “specified employee” on the date of your Separation from Service and whether you are subject to any six-month delay in distribution of amounts due to you under this Agreement.
Delivery of Documents. By accepting the terms of this Agreement, you consent to the electronic delivery of documents related to your current or future participation in the Plan (including the Plan documents; this Agreement; any other prospectus or other documents describing the terms and conditions of the Plan and this Award; and the Company’s then-most recent annual report to stockholders, Annual Report on Form 10-K and definitive proxy statement), and you acknowledge that such electronic delivery may be made by the Company, in its sole discretion, by one or more of the following methods: (i) the posting of such documents on the Company’s intranet website or external website; (ii) the posting of such documents on the Fidelity Brokerage Services, LLC (FMR LLC) website; (iii) the delivery of such documents via the Fidelity Brokerage Services LLC (FMR LLC) website; (iv) the posting of such documents to another Company intranet website or third party internet website accessible by you; or (v) delivery via electronic mail, by attaching such documents to such electronic email and/or including a link to such documents on a Company intranet website or external website or third party internet website accessible by you. Notwithstanding the foregoing, you also acknowledge that the Company may, in its sole discretion (and as an alternative to, or in addition to, electronic delivery) deliver a paper copy of any such documents to you. You further acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company (Attention: Human Resources Department) by telephone or in writing.
Except as provided herein, this Agreement does not amend the terms and conditions of your current employment. To read and print the following documents, refer to the “Accounts & Benefits – Stock Plans – Plan & Grant Documents” section of the Fidelity Brokerage Services LLC (FMR LLC) website.
Current Annual Report
Current Proxy Statement
Current Proxy Statement
EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan
As part of your acceptance of this Agreement, you also agree to adhere to Company policies, including those listed below, some of which have terms or provisions that apply beyond the term of your employment with the Company.
Code of Business Conduct and Ethics
Conflicts of Interest Policy
Policy on Confidential Information
Policy on Inventions
Information Systems Security Policy
Harassment Prevention Policy
Equal Employment Opportunity Policy
Insider Trading Policy
By accepting this Agreement, you acknowledge that you have read and agree to all of the terms and conditions set forth above. If you decide to reject the terms and conditions of this Agreement, you will decline your right to the Award, and it may be cancelled.
In addition, in consideration of the Award, you hereby agree, by accepting this Agreement, to be subject to the Company’s Policy for the Recovery of Erroneously Awarded Compensation (as the same may be amended from time to time, and including any successor policy), to the extent you are, or become subject to, such Policy.
You are advised to print a copy of this Agreement for your records and reference.
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Annex A
Definitions of Certain Terms
“Peer Company” shall mean each of (i) APA Corporation (ticker symbol: APA); (ii) Chevron Corporation (ticker symbol: CVX); (iii) ConocoPhillips (ticker symbol: COP); (iv) Devon Energy Corporation (ticker symbol: DVN); (v) Diamondback Energy, Inc. (ticker symbol: FANG); (vi) Exxon Mobil Corporation (ticker symbol: XOM); (vii) Matador Resources Company (ticker symbol: MTDR); (viii) Occidental Petroleum Corporation (ticker symbol: OXY); (ix) Ovintiv Inc. (ticker symbol: OVV); (x) Permian Resources Corporation (ticker symbol: PR); (xi) SM Energy Company (ticker symbol: SM); and (xii) S&P 500 (collectively, and including any Replaced Peer Company, the “Peer Companies”); provided, however, that in the event of a public announcement or other public disclosure during the Performance Period regarding the execution of a definitive agreement with respect to a merger, acquisition, consolidation or similar transaction upon the consummation of which a Peer Company will cease to be a publicly traded company (a “Corporate Transaction”), then such Peer Company (a “Replaced Peer Company”) shall, for purposes of the Committee’s certification referenced above and as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below and without regard to whether the Corporate Transaction is ultimately consummated, be replaced by XOP for the remainder of the Performance Period beginning on the date that the Replaced Peer Company or its counterparty first issues such a public announcement or other public disclosure regarding the Corporate Transaction (such date, the “Announcement Date”); and provided further, should any Peer Company, due to its financial performance or financial condition (e.g., bankruptcy), cease to have its voting stock be publicly traded (either temporarily or permanently), such Peer Company shall nevertheless continue to be a Peer Company for purposes of the Committee’s certification referenced above.
“Performance Period” shall mean January 1, 20__ through December 31, 20__ (except as provided above under “Termination of Employment – Due to a Change in Control of the Company”).
“Replaced Peer Company’s Total Shareholder Return” shall mean the Replaced Peer Company’s average daily closing stock price for December of the year of the Date of Grant as compared to the Replaced Peer Company’s average daily closing stock price for the 20 consecutive trading days immediately preceding the Announcement Date, assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the Replaced Peer Company’s capital structure, and expressed as a positive or negative percentage (as the case may be).
“S&P 500” shall mean the Standard & Poor’s 500 index (or any successor index thereto).
“Total Shareholder Return” or “TSR” for a company (i.e., for the Company or a Peer Company) shall mean such company’s average daily closing stock price (or average daily closing index value, in the case of S&P 500) for December of the year of the Date of Grant as compared to the average daily closing stock price (or average daily closing index value, in the case of S&P 500) for December of the third year immediately following the year of the Date of Grant (except as provided above under “Termination of Employment – Due to a Change in Control of the Company”), assuming the reinvestment of dividends and as adjusted for stock splits, recapitalizations, reorganizations or other similar adjustments or changes in the company’s capital structure, and expressed as a percentage (positive or negative (as the case may be)). Notwithstanding the foregoing, the Total Shareholder Return for a Replaced Peer Company shall be determined as set forth in the “Total Shareholder Return – Replaced Peer Company” definition below.
“Total Shareholder Return – Replaced Peer Company” for a Replaced Peer Company shall mean the percentage (positive or negative (as the case may be)) equal to the product of (A) multiplied by (B), minus 100%, where:
“(A)” is equal to 100% plus the Replaced Peer Company’s Total Shareholder Return, and
“(B)” is equal to 100% plus the XOP Total Shareholder Return.
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“XOP” shall mean the SPDR S&P Oil & Gas Exploration & Production ETF (or any successor to such exchange traded fund).
“XOP Total Shareholder Return” shall mean XOP’s average daily closing price for the 20 consecutive trading days immediately preceding the Announcement Date as compared to XOP’s average daily closing price for December of the third year immediately following the year of the Date of Grant (except as provided above under “Termination of Employment – Due to a Change in Control of the Company”), as adjusted for the reinvestment of dividends, and expressed as a positive or negative percentage (as the case may be); provided, however, that in the event the Announcement Date is a date in December of the third year immediately following the year of the Date of Grant, then XOP’s average daily closing price for the 20 consecutive trading days immediately preceding the Announcement Date shall be compared to XOP’s average daily closing price for the subsequent remaining trading days of December of the third year immediately following the year of the Date of Grant (including the Announcement Date).
Pre-Adjustment Performance Multiple
Percentile Rank of the Company’s TSR (Relative to the TSR of Each of the Peer Companies) | Pre-Adjustment Performance Multiple (Subject to adjustment in accordance with the “Absolute ROCE Modifier” and “Negative TSR Modifier” provisions below) | ||||
90th Percentile or Above | 200% | ||||
55th Percentile | 100% | ||||
25th Percentile | 25% | ||||
Below 25th Percentile | 0% | ||||
Determination by Committee; Interpolation. The Committee shall determine the percentile rank of the Company’s TSR (relative to the TSR of each of the Peer Companies), using such formula or other method that the Committee deems appropriate.
To the extent the Company’s percentile rank (as determined by the Committee) falls between the points stated in the table above (i.e., between the 25th percentile and 55th percentile or between the 55th percentile and 90th percentile), the Committee shall determine the corresponding pre-adjustment Performance Multiple using such method of interpolation as the Committee deems appropriate.
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Adjustments to Performance Multiple
Absolute ROCE Modifier. The Performance Multiple (as determined pursuant to the above table and related provisions) shall be adjusted by applying the modifier set forth opposite the Average ROCE (as defined below) of the Company in the table below; provided, however, that in no event shall the Performance Multiple, after giving effect to such adjustment, exceed 200% or be less than 0%; and, provided further, that under the circumstances described in the first paragraph of “Termination of Employment - Due to a Change in Control of the Company” above, the Absolute ROCE Modifier shall not apply in determining the applicable Performance Multiple.
Average ROCE (as defined below) | Performance Multiple Modifier | ||||
| ≤ 0% | -70% | ||||
| 1% | -65% | ||||
| 2% | -60% | ||||
| 3% | -55% | ||||
| 4% | -50% | ||||
| 5% | -45% | ||||
| 6% | -40% | ||||
| 7% | -35% | ||||
| 8% | -30% | ||||
| 9% | -25% | ||||
| 10% | -20% | ||||
| 11% | 0% | ||||
| 12% | 0% | ||||
| 13% | 0% | ||||
| 14% | 0% | ||||
| 15% | +20% | ||||
| 16% | +25% | ||||
| 17% | +30% | ||||
| 18% | +35% | ||||
| 19% | +40% | ||||
| 20% | +45% | ||||
| 21% | +50% | ||||
| 22% | +55% | ||||
| 23% | +60% | ||||
| 24% | +65% | ||||
| ≥ 25% | +70% | ||||
“Average ROCE” shall mean the simple average of the return on capital employed (“ROCE”) measure of the Company for each of the three fiscal years comprising the Performance Period (calculated and rounded as provided below), with such resulting average rounded to the nearest whole number percentage point, with five tenths or more of a percentage point (i.e., ≥ 0.5) rounded upwards and less than five tenths of a percentage point (i.e., < 0.5) rounded downwards (e.g., 12.5% rounded to 13% and 12.4% rounded to 12%), except to the extent otherwise provided in the first paragraph of “Termination of Employment - Due to a Change in Control of the Company” above.
For purposes of the “Average ROCE” calculation described above, ROCE for a fiscal year shall be calculated, as a percentage, as the sum of the Company’s non-GAAP after-tax net interest expense for such fiscal year and non-GAAP adjusted net income (loss) for such fiscal year, divided by the average of the Company’s non-GAAP total capitalization (calculated as the sum of total stockholders’ equity and current and long-term debt, less cash, in each case as of December 31st of the applicable fiscal year) for such fiscal year and the immediately preceding fiscal year, with such resulting percentage rounded to the nearest tenth of a percentage point, with five hundredths or more of a percentage point (i.e., ≥ 0.05) rounded upwards and less than five hundredths of a percentage point (i.e., < 0.05) rounded downwards (e.g., 12.05% rounded to 12.1% and 12.04% rounded to 12.0%).
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Negative TSR Modifier. In the event the Total Shareholder Return of the Company shall be negative (i.e., less than 0%) and the Performance Multiple (as adjusted for the Absolute ROCE Modifier) exceeds 100%, the portion of the adjusted Performance Multiple that exceeds 100% shall be reduced by 50% (i.e., shall be halved) in determining the applicable Performance Multiple (e.g., an as-adjusted Performance Multiple of 170% shall be reduced to, and result in an applicable Performance Multiple of, 135%). In the event the Total Shareholder Return of the Company shall be negative (i.e., less than 0%) and the Performance Multiple (as adjusted for the Absolute ROCE Modifier) is equal to or less than 100%, no reduction to the Performance Multiple shall be made and the applicable Performance Multiple shall be the Performance Multiple as adjusted for the Absolute ROCE Modifier.
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EXHIBIT 31.1
CERTIFICATIONS
I, Ezra Y. Yacob, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EOG Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ EZRA Y. YACOB
Ezra Y. Yacob
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATIONS
I, Ann D. Janssen, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EOG Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
/s/ ANN D. JANSSEN
Ann D. Janssen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
CERTIFICATION OF PERIODIC REPORT
I, Ezra Y. Yacob, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
/s/ EZRA Y. YACOB
Ezra Y. Yacob
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 32.2
CERTIFICATION OF PERIODIC REPORT
I, Ann D. Janssen, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)The Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
/s/ ANN D. JANSSEN
Ann D. Janssen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)