EOG Resources (EOG) 10-K risk factor changes: FY2025 vs FY2024

If any of the events or circumstances described below actually occurs, our business, financial condition, results of operations [removed: or] [added: and/or] cash flows could be materially and adversely affected and the trading price of our common stock could decline.

- the actions of [removed: other] crude oil producing and exporting nations, including the Organization of Petroleum Exporting Countries;

- worldwide economic conditions, geopolitical factors and political conditions, including, but not limited to, [removed: the imposition of tariffs or] [added: tariffs;] trade [removed: or] [added: policies, trade agreements and trade restrictions;] other economic sanctions [added: or barriers;] and political instability or armed [removed: conflict] [added: conflicts] in oil and gas producing regions;

- the availability, proximity and capacity of appropriate [removed: transportation,] gathering, processing, compression, storage, [added: transportation,] refining, liquefaction and export facilities;

- the economic and financial impact of epidemics, pandemics or other public health [removed: issues, such as the COVID-19 pandemic.][added: issues.]

The above-described factors and the volatility of commodity prices make it difficult to predict crude oil, NGLs and natural gas prices in [removed: 2025] [added: 2026] and thereafter.

*Our [removed: cost-mitigation] [added: continued] initiatives [removed: and actions] [added: to increase operating efficiencies] may not [removed: offset, largely or at all, the impacts of] [added: be successful in offsetting any future] inflationary pressures on our operating costs and capital expenditures.*

However, [removed: there can be no assurance that] such efforts [removed: will offset, largely] [added: may not be successful] or [removed: at all,] [added: may not be sufficient to offset] the impacts of any future inflationary pressures [added: (such as from tariffs, other trade barriers or other macroeconomic factors)] on our operating costs and capital expenditures and, in turn, [added: on] our cash flows and results of operations.

We intend to [removed: finance] [added: fund] our capital expenditures primarily through our cash flows from operations and cash on hand and, if and as necessary, commercial paper borrowings, bank borrowings, borrowings under our revolving credit facility and public and private debt and equity offerings.

Lower crude oil, NGLs and natural gas prices, however, reduce our cash flows and could also delay or impair our ability to consummate any planned [added: acquisitions or] divestitures.

In addition, weakness and/or volatility in domestic and global financial markets or economic conditions or a depressed commodity price environment may increase the interest rates that lenders and commercial paper investors require us to pay or [added: otherwise] adversely affect our ability to finance our capital expenditures through debt or equity offerings or other [removed: borrowings.][added: financing transactions.]

In addition, companies in the oil and gas sector may be exposed to [removed: increasing] reputational risks and, in turn, certain financial risks.

For example, certain financial institutions, investment advisors and sovereign wealth, pension and endowment funds, in response to concerns related to climate change and the requests and other influence of environmental groups and similar stakeholders, have [added: from time to time] elected to shift some or all of their investments and financing away from oil and gas-related sectors.

Additional financial institutions and other investors [removed: may] [added: may, in the future,] elect to do likewise or may impose more stringent conditions with respect to investments in, and financing of, oil and gas-related sectors.

A material reduction in capital available to the oil and gas sector could make it more difficult (e.g., due to a lack of investor interest in our debt or equity securities) and/or more costly (e.g., due to higher interest rates on our debt securities or other borrowings) to secure funding for our operations, which, in turn, could adversely affect our ability to successfully carry out our business strategy and [added: could] have a material and adverse effect on our business, financial condition and operations.

Maintaining our production of crude oil, NGLs and natural gas at, or increasing our production from, current [removed: level,] [added: levels,] is, therefore, highly dependent upon our level of success in acquiring or finding additional reserves, which may be adversely impacted by bans or restrictions on leasing and/or drilling.

*Our ability to declare and pay regular or special dividends on our common stock and repurchase shares of our common stock is subject to certain [added: factors and] considerations.*

Regular and special dividends on our common stock and repurchases of our common stock are authorized and determined by our Board in its sole discretion and depend upon a number of [removed: factors,] [added: factors and considerations,] including:

- cash available for [removed: dividends;][added: dividends or share repurchases;]

- our financial condition, especially in relation to the anticipated future capital expenditures and other commitments [removed: required] [added: requiring cash necessary] to conduct our operations and carry out our business strategy;

We use financial derivative instruments (primarily financial basis swap, price swap, option, swaption and collar contracts) [added: and, in certain cases, fixed price physical sales contracts] to hedge the impact of fluctuations in crude oil, NGLs and natural gas prices on our results of operations and cash flows.

Further, a majority of our forecasted production for [removed: 2025] [added: 2026] is subject to fluctuating market prices.

To the extent we do not hedge our production volumes for [removed: 2025] [added: 2026] and beyond, we may be materially and adversely impacted by any declines in commodity prices, which may result in lower net cash provided by our operating activities.

In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which the counterparties to our [removed: hedging contracts] [added: financial derivative instruments] fail to perform under the contracts.

We have various customers for the crude oil, natural gas and related commodities that we produce as well as various other contractual counterparties, including [removed: several] financial institutions and affiliates of financial institutions.

The inability of our customers and other contractual counterparties to pay amounts owed to us [removed: and] [added: and/or] to otherwise satisfy their contractual obligations to us may materially and adversely affect our business, financial condition, results of operations and cash flows.

[removed: In] [added: Further, in] the future, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable [removed: rates.][added: rates or at all.]

As a result of market conditions, premiums, retentions and deductibles for our insurance policies will change over time and could [removed: escalate.][added: increase.]

If we are unable to obtain water to use in our operations from local sources, we may need to obtain water from sources that are more distant from our drilling sites, resulting in increased costs, which could have a material [added: and] adverse effect on our financial condition, results of operations and cash flows.

*If we acquire crude oil, NGLs [removed: and] [added: or] natural gas properties, our failure to fully identify existing and potential issues, to accurately estimate reserves, production rates or costs, or to effectively integrate the acquired properties into our operations could materially and adversely affect our business, financial condition and results of operations.*

From time to time, we [removed: seek to] acquire crude oil and natural gas properties.

Although we perform reviews of properties to be acquired in a manner that we believe [removed: is duly] [added: are] diligent and consistent with industry practices, reviews of records and properties may not necessarily reveal existing or potential issues (such as title defects or environmental issues), nor may they permit us to become sufficiently familiar with the properties in order to fully assess their deficiencies and potential.

In addition, an acquisition may have a material and adverse effect on our financial condition and results of operations, particularly during the periods in which the operations of the acquired properties are being integrated into our ongoing operations or if we are unable to effectively integrate the acquired properties into our ongoing [removed: operations.][added: operations or achieve anticipated synergies.]

As a consequence, we may be at a competitive disadvantage in certain respects, such as in bidding for drilling rights or in accessing [added: and retaining] necessary services, facilities, equipment, materials and personnel.

Governmental and regulatory bodies, investors, consumers, industry and other stakeholders have been [removed: increasingly] focused on climate change matters in recent years.

For example, (i) in March 2024, the U.S. Securities and Exchange Commission (SEC) finalized extensive climate-related disclosure rules that [added: would] require U.S. public companies to significantly expand the climate-related disclosures in their SEC filings (although [removed: the new] [added: these] rules have been stayed [removed: pending judicial review and] [added: in abeyance by] the [removed: SEC has requested] [added: U.S. Court of Appeals for] the [removed: court to pause further judicial proceedings, pending] [added: Eighth Circuit until such time as] the [removed: SEC's determination] [added: SEC reconsiders the challenged rules by notice-and-comment rulemaking or renews its defense] of the [removed: appropriate next steps),] [added: rules),] (ii) in September 2023, California passed climate-related disclosure mandates which are broader than the SEC's final rules and (iii) in November 2023, the European Union approved methane emissions limits on crude oil and natural gas imports beginning in 2030.

This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of crude oil, NGLs and natural gas and the use of products manufactured with, or powered by, crude oil, NGLs and natural gas, may result in (i) the enactment of climate change-related regulations, policies and initiatives (at the government, corporate and/or investor community levels), including alternative energy requirements, energy conservation measures and emissions-related legislation, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (e.g., wind, solar and hydrogen power, smart grid technology and battery technology) and (iii) increased availability of, and increased consumer and industrial/commercial demand for, non-hydrocarbon energy sources (e.g., alternative energy [removed: sources) and products manufactured with, or powered by, non-hydrocarbon sources (e.g., electric vehicles and renewable residential and commercial power supplies).][added: sources.]

Further, climate change-related developments (such as the climate-related disclosure mandates [removed: as] referenced above) may result in negative perceptions of the oil and gas industry and, in turn, reputational risks associated with the exploration for, and production of, hydrocarbons.

New or revised rules, regulations and policies may be issued, and new legislation may be [removed: proposed,] [added: enacted,] that could impact the oil and gas exploration and production industry.

Such rules, regulations, policies and legislation may affect, among other things, (i) permitting for oil and gas drilling on state, tribal and federal lands, (ii) the leasing of state, tribal and federal lands for oil and gas development, (iii) the regulation and disclosure of greenhouse gas (GHG) emissions and/or other climate change-related matters associated with oil and gas operations, (iv) the use of hydraulic fracturing on state, tribal and federal lands, (v) the calculation of royalty payments in respect of oil and gas production from state, tribal and federal lands (including, but not limited to, [removed: an increase in] applicable royalty percentages), (vi) U.S. federal income tax laws applicable to oil and gas exploration and production companies and (vii) the use of financial derivative instruments to hedge the financial impact of fluctuations in crude oil, NGLs and natural gas prices.

We have undertaken (and continue to undertake) initiatives to increase our drilling, completions and operating efficiencies and improve the performance of our wells.

Such initiatives include (among others): (i) our downhole drilling motor program; (ii) enhanced techniques for completing our wells; (iii) drilling extended laterals; and (iv) our self-sourced sand program.

In addition, from time to time (when available and advantageous), we enter into agreements with service providers to secure the costs and availability of certain drilling and completions services we utilize as part of our operations.

We plan to continue these initiatives and actions.

such as renewable energy sources) and products manufactured with, or powered by, non-hydrocarbon sources (e.g., electric vehicles and renewable residential and commercial power supplies).

For discussion of the rules and regulations adopted by the U.S. EPA and the Bureau of Land Management with respect to GHG emissions and related matters and the related actions taken by the U.S. Congress, see ITEM 1, Business – Regulation – Climate Change – United States.

The U.S. withdrew from the Paris Agreement effective January 27, 2026 and, on January 7, 2026, it was announced that the U.S. will also withdraw from the United Nations Framework Convention on Climate Change.

For further discussion regarding the Paris Agreement, the UAE Consensus and related matters, see ITEM 1, Business – Regulation – Climate Change – United States.

Recent changes to the GMT rules would exempt U.S. multinationals (like EOG) from certain of its provisions after 2025, if ultimately legislated into law in the countries where EOG has current or may have future operations.

Beginning in the second half of 2021 and continuing, to a lesser degree, through the first quarter of 2023, we, similar to other companies in our industry, experienced inflationary pressures on our operating costs and capital expenditures - namely the costs of fuel, steel (i.e., wellbore tubulars and facilities manufactured using steel), labor and drilling and completion services.

Such inflationary pressures on our operating costs and capital expenditures impacted our cash flows and results of operations during these periods.

While such inflationary pressures diminished beginning in the second quarter of 2023 and throughout fiscal year 2024 (and, in certain instances, EOG has seen a decline in prices), the market for such materials, services and labor continues to fluctuate and, as a result, the timing and impact of any price changes on our future operating costs and capital expenditures is uncertain.

We have undertaken, and plan to continue with, certain initiatives and actions (such as agreements with service providers to secure the costs and availability of services) to mitigate any future inflationary pressures (such as from tariffs).

- cash available for share repurchases;

- any contractual restrictions or statutory/legal restrictions;

See also the risk factor below regarding the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act with respect to regulation of financial derivative transactions and entities (such as EOG) that participate in such transactions.

For example, we are subject to the U.S. EPA’s rule requiring annual reporting of GHG emissions which is subject to amendment from time to time.

In addition, our oil and gas production and processing operations are subject to the U.S. EPA’s new source performance standards applicable to emissions of volatile organic compounds from new, modified and reconstructed crude oil and natural gas wells and equipment located at natural gas production gathering and booster stations and gas processing plants, as well as the U.S. EPA’s final new methane rules published in March 2024.

Further, our operations are subject to the methane “Waste Emissions Charge” rule, published in November 2024 as part of the Methane Emissions Reduction Program implemented under the Inflation Reduction Act of 2022 (though, in February 2025, such rule was repealed by the U.S. House and Senate under the Congressional Review Act, which President Trump is expected to sign into law).

At the international level, in December 2015, the U.S. participated in the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France.

The Paris Agreement (adopted at the conference) calls for nations to undertake efforts with respect to global temperatures and GHG emissions.

The Paris Agreement went into effect in November 2016 and to which the United States formally rejoined in February 2021.

The United States has established an economy-wide target of reducing its net GHG emissions by 50-52 percent below 2005 levels by 2030 and achieving net zero GHG emissions economy-wide by no later than 2050.

In December 2023, the first global stocktake, also known as the “UAE Consensus,” was issued at the United Nations Climate Change Conference.

The UAE Consensus is an assessment of members’ collective efforts and achievements to reduce GHG emissions and adapt to the impacts of climate change.

In January 2025, the United States submitted formal notification to the United Nations that it intends to withdraw from the Paris Agreement.

Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026.

For example, we are exploring technology to capture and store carbon dioxide emissions, which includes a pilot carbon capture and storage (CCS) project related to our operations.

CCS projects face operational, technological, legal and regulatory risks that could be considerable due to the early-stage nature of such projects and the CCS sector generally.

Our ability to successfully develop, implement and carry out our CCS activities will depend on a number of factors that we will not be able to fully control, including timing of regulatory approvals and availability of subsurface pore space.

Further, financial or tax incentives in respect of CCS projects could be changed or terminated.

In addition, our failure to properly operate a CCS project could put at risk certain governmental tax credits and potentially expose us to commercial, legal, reputational and other risks.

For example, recently adopted U.S. EPA regulations will expand the scope of emissions sources and revise calculation methods.

In addition to climate change, there has been increased investor and regulatory focus on topics such as human rights and human capital management in companies' own operations as well as across their supply chains.

EOG realized net income of [removed: $6,403] [added: $4,980] million [removed: during 2024] [added: for 2025] as compared to net income of [removed: $7,594] [added: $6,403] million for [removed: 2023.][added: 2024.]

At December 31, [removed: 2024,] [added: 2025,] EOG's total estimated net proved reserves were [removed: 4,748] [added: 5,514] million barrels of oil equivalent (MMBoe), an increase of [removed: 250] [added: 766] MMBoe from December 31, [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] net proved crude oil and condensate and natural gas liquids (NGLs) reserves increased by [removed: 218] [added: 187] million barrels (MMBbl), and net proved natural gas reserves increased by [removed: 192] [added: 3,470] billion cubic feet, or [removed: 32] [added: 579] MMBoe, in each case from December 31, [removed: 2023.][added: 2024.]

This volatility is expected to continue due to the many uncertainties associated with the world political and economic [removed: environment and] [added: environment,] the global supply of, and demand for, crude oil, NGLs and natural [removed: gas and] [added: gas,] the availability of other energy [removed: supplies, the relative competitive relationships of] [added: supplies and other factors, including tariffs, trade policies and agreements and trade barriers or other restrictions imposed by] the [removed: various energy sources in] [added: U.S. government or other governments and] the [removed: view] [added: related impact] of [removed: consumers] [added: such measures on commodity] and [removed: other factors.][added: financial markets.]

For the year ended December 31, [removed: 2024,] [added: 2025,] the average U.S. New York Mercantile Exchange (NYMEX) crude oil and natural gas prices were [removed: $75.72] [added: $64.78] per barrel and [removed: $2.27] [added: $3.43] per million British thermal units (MMBtu), respectively, representing [removed: decreases] [added: a decrease] of [removed: 2%] [added: 14%] and [removed: 17%,] [added: an increase of 51%,] respectively, from the average NYMEX prices for the year ended December 31, [removed: 2023.][added: 2024.]

[added: *Operating Efficiencies.*] EOG has undertaken (and continues to undertake) initiatives to increase its drilling, [removed: completion] [added: completions] and operating efficiencies and improve the performance of its [removed: wells and, in turn, mitigate the inflationary pressures experienced in prior periods.][added: 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 has resulted in increased footage completed per day and pumping hours per day; (iii) drilling extended laterals, which [removed: has] [added: have] resulted in a decrease in cost per foot drilled; and (iv) EOG's self-sourced sand program, which has [added: provided supply certainty and] resulted in [removed: cost savings for the sand utilized] [added: 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 [removed: completion] [added: completions] 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 [removed: offset, largely or at all,] [added: be successful and sufficient to offset] the impacts of any future inflationary pressures (such as from [removed: tariffs)] [added: tariffs, other trade barriers 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 [removed: the factors contributing to] any such [removed: future inflationary] pressures [added: or factors] will not impact EOG's ability to conduct its future day-to-day drilling, completion and production operations.

Several important developments have occurred since January 1, [removed: 2024.][added: 2025.]

In [removed: 2024,] [added: 2025,] EOG continued to focus on initiatives to increase its drilling, completion and operating efficiencies and improve well [removed: performance and, in turn, mitigate the inflationary pressures on its operating costs and capital expenditures experienced in prior periods.][added: performance.]

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 [removed: 72%] [added: 68%] and [removed: 73%] [added: 72%] of EOG's United States production during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

During [removed: 2024,] [added: 2025,] EOG's drilling and completion activities occurred primarily in the Delaware Basin play, Eagle Ford play and [removed: Rocky Mountain area.][added: Utica play.]

EOG's major producing areas in the United States are in New [removed: Mexico] [added: Mexico, Texas] and [removed: Texas.][added: Ohio.]

See ITEM 1, Business - Exploration and Production for further discussion regarding EOG's [removed: 2024] [added: 2025] United States operations.

*Trinidad.* In Trinidad, EOG continues to [removed: deliver] [added: produce] natural gas [added: which is sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary] under existing supply contracts.

*Other International.* In February 2025, a subsidiary of EOG signed an exploration participation agreement with Bapco Energies B.S.C. (Closed) [added: (Bapco)] to evaluate a gas exploration [removed: project] [added: prospect] in the Kingdom of [removed: Bahrain, with drilling anticipated to commence in the second half of 2025.][added: Bahrain.]

EOG continues to evaluate other select [removed: exploration, development] [added: crude oil] and [removed: exploitation] [added: natural gas] opportunities outside the United States, primarily by pursuing [added: exploration] opportunities in countries where crude oil and natural gas reserves have been identified.

EOG's debt-to-total capitalization ratio was [removed: 14%] [added: 21%] at December 31, [removed: 2024] [added: 2025] and [removed: 12%] [added: 14%] at December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2024,] [added: 2025,] EOG maintained a strong financial and liquidity position, including [removed: $7.1] [added: $3.4] billion of cash and cash equivalents on hand and [removed: $1.9] [added: $3.0] billion of availability under its senior unsecured revolving credit facility (discussed below).

On November [removed: 21, 2024,] [added: 24, 2025,] EOG closed on its offering of [removed: $1.0 billion] [added: $750 million] aggregate principal amount of its [removed: 5.650%] [added: 4.400%] Senior Notes due [removed: 2054 (the] [added: 2031 and $250 million aggregate principal amount of its 5.950% Senior Notes due 2055 (collectively, the November] Notes).

EOG received net proceeds of [removed: $985] [added: $996] million from the issuance of the [added: November] Notes, which [removed: will be] [added: were] used for general corporate purposes, including [removed: (i)] the repayment of the [removed: $500] [added: $750] million aggregate principal amount of [removed: 3.15%] [added: its 4.15%] Senior Notes due [removed: 2025 and (ii) the funding of future capital expenditures.][added: 2026 discussed below.]

During [removed: 2024,] [added: 2025,] EOG funded [removed: $6.7] [added: $13.6] billion [removed: ($109 million of which was non-cash)] in exploration and development and other property, plant and equipment expenditures (excluding asset retirement obligations), paid [removed: $2.1] [added: $2.2] billion in dividends to common stockholders and paid [removed: $3.2] [added: $2.6] billion to repurchase shares of common stock, primarily by utilizing net cash provided by its operating [removed: activities] [added: activities, issuances of senior notes] and cash on hand.

Total anticipated [removed: 2025] [added: 2026] capital expenditures are estimated to range from approximately [removed: $6.0] [added: $6.3] billion to [removed: $6.4] [added: $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 majority of [removed: 2025] [added: 2026] expenditures will be focused on United States crude oil drilling activities.

Management [removed: continues to believe] [added: believes that] EOG has one of the strongest prospect inventories in EOG's history.

*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 [removed: 70%] [added: 70 percent] of annual net cash provided by operating activities before certain balance sheet-related changes, less total capital expenditures, to stockholders through a combination of [removed: quarterly] [added: regular] dividends, special dividends and share repurchases.

*Dividend Declarations.* On February [removed: 22, 2024,] [added: 27, 2025,] the Board of Directors (Board) declared a quarterly cash dividend on the common stock of [removed: $0.91] [added: $0.975] per share paid on April 30, [removed: 2024,] [added: 2025,] to stockholders of record as of April 16, [removed: 2024.][added: 2025.]

On May [removed: 2, 2024,] [added: 1, 2025,] the Board declared a quarterly cash dividend on the common stock of [removed: $0.91] [added: $0.975] per share paid on July 31, [removed: 2024,] [added: 2025,] to stockholders of record as of July 17, [removed: 2024.][added: 2025.]

On [removed: August 1, 2024,] [added: May 30, 2025,] the Board declared a quarterly cash dividend on the common stock of [removed: $0.91] [added: $1.02] per share paid on October 31, [removed: 2024,] [added: 2025,] to stockholders of record as of October 17, [removed: 2024.][added: 2025.]

On November [removed: 7, 2024,] [added: 6, 2025,] the Board [removed: increased the] [added: declared a] quarterly cash dividend on the common stock [removed: from the previous $0.91] [added: of $1.02] per share [removed: to $0.975 per share, effective beginning with the dividend] paid on January [removed: 31, 2025,] [added: 30, 2026,] to stockholders of record as of January [removed: 17, 2025.][added: 16, 2026.]

On February [removed: 27, 2025,] [added: 24, 2026,] the Board declared a quarterly cash dividend on the common stock of [removed: $0.975] [added: $1.02] per share to be paid on April 30, [removed: 2025,] [added: 2026,] to stockholders of record as of April 16, [removed: 2025.][added: 2026.]

This section discusses certain year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] which should be read in conjunction with the consolidated financial statements of EOG and notes thereto beginning on page F-1.

For discussion of certain year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see [removed: "Management’s] [added: "Management's] Discussion and Analysis of Financial Condition and Results of Operations" in Part II, [removed: Item] [added: ITEM] 7 of EOG's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed on February [removed: 22, 2024,] [added: 27, 2025,] which is incorporated herein by reference.

During [removed: 2024,] [added: 2025, total] operating revenues decreased [removed: $488] [added: $1,066] million, or [removed: 2%,] [added: 4%,] to [removed: $23,698] [added: $22,632] million from [removed: $24,186] [added: $23,698] million in [removed: 2023.][added: 2024.]

Total revenues from sales of EOG's production of crude oil and condensate, NGLs and natural gas, increased [removed: $202] [added: $90] million, or 1%, to [removed: $17,578] [added: $17,668] million in [removed: 2024] [added: 2025] from [removed: $17,376] [added: $17,578] million in [removed: 2023.][added: 2024.]

Revenues from the sales of crude oil and condensate and NGLs in [removed: 2024] [added: 2025] were [removed: 91%] [added: 84%] of total revenues from sales of crude oil and condensate, NGLs and natural gas compared to [removed: 90%] [added: 91%] in [removed: 2023.][added: 2024.]

During [removed: 2024,] [added: 2025,] EOG recognized net gains on the mark-to-market of financial commodity and other derivative contracts of [removed: $204] [added: $13] million compared to net gains of [removed: $818] [added: $204] million in [removed: 2023.][added: 2024.]

Gathering, processing and marketing revenues decreased [removed: $6] [added: $886] million during [removed: 2024,] [added: 2025,] to [removed: $5,800] [added: $4,914] million from [removed: $5,806] [added: $5,800] million in [removed: 2023.][added: 2024.]

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which primarily made permanent (generally with amendments) certain tax provisions of the 2017 Tax Cuts and Jobs Act.

Included, among others, were changes to business tax provisions such as permanently restoring 100% bonus depreciation and full domestic research expensing.

While the legislation reduced EOG's 2025 cash tax payments, it did not have a material impact on EOG's earnings.

On August 1, 2025, EOG completed its acquisition of Encino Acquisition Partners, LLC (Encino) for $5.7 billion, inclusive of Encino's net debt.

The assets of Encino include 675,000 core net acres in the Utica play.

The financial results of Encino have been included in EOG's consolidated financial statements beginning August 1, 2025.

This acquisition impacted revenues and operating and other expenses as described in the Results of Operations section below.

Additionally, see Note 16 to the Consolidated Financial Statements for further discussion of the acquisition.

In January 2026, EOG signed a purchase and sale agreement for the sale of its entire interest and related fixed assets in the northern Midland Basin for $165 million, subject to customary closing adjustments.

The transaction closed on February 18, 2026.

Crude oil production attributable to EOG's interest was approximately 4 MBbld for the quarter ended December 31, 2025.

Crude oil and condensate are sold to both Heritage Petroleum Company Limited and BP Trinidad and Tobago LLC.

In January 2025, EOG executed two production sharing contracts with the Government of Trinidad and Tobago for the Lower Reverse L and North Coast Marine Area 4(a) Blocks.

In August 2025, the government of the Kingdom of Bahrain approved the related concession agreement.

As part of the transaction, EOG has a working interest in several producing legacy wells.

EOG has commenced drilling of exploratory wells, which are expected to be completed in 2026.

In May 2025, a subsidiary of EOG was awarded a new oil exploration concession for Unconventional Onshore Block 3 (UCO3) by Abu Dhabi's Supreme Council for Financial and Economic Affairs.

EOG holds a 100 percent equity interest and operatorship and, in coordination with Abu Dhabi National Oil Company (ADNOC), has commenced drilling operations to explore and appraise unconventional oil potential in the concession area.

Following a three-year appraisal period, EOG may enter into a production concession in which ADNOC has the option to participate.

On April 1, 2025, EOG repaid upon maturity the $500 million aggregate principal amount of its 3.15% Senior Notes due 2025.

On July 1, 2025, EOG closed on its offering of $500 million aggregate principal amount of its 4.400% Senior Notes due 2028, $1.25 billion aggregate principal amount of its 5.000% Senior Notes due 2032, $1.25 billion aggregate principal amount of its 5.350% Senior Notes due 2036 and $500 million aggregate principal amount of its 5.950% Senior Notes due 2055 (collectively, the July Notes).

Interest on the July Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.

EOG received net proceeds of $3.47 billion from the issuance of the July Notes, which were used for general corporate purposes, including the payment of a portion of the consideration for the acquisition of Encino and related fees, costs and expenses.

Interest on the November Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.

On December 3, 2025, EOG entered into a new $3.0 billion senior unsecured Revolving Credit Agreement (New Facility) with domestic and foreign lenders, which has a scheduled maturity date of December 3, 2030.

The New Facility replaced EOG's $1.9 billion senior unsecured Revolving Credit Agreement, dated as of June 7, 2023, with domestic and foreign lenders, which had a scheduled maturity date of June 7, 2028 and which was terminated by EOG (without penalty), effective as of December 3, 2025, in connection with the completion of the New Facility.

On December 24, 2025, EOG redeemed the $750 million aggregate principal amount of its 4.15% Senior Notes prior to their maturity in January 2026.

This represented an increase from the previous quarterly cash dividend which was $0.975 per share.

| Other International (3) | | | | | | 4 | | | | | | — | | | | | | — | | | | | |

| Other International (3) | | | | | | 3.28 | | | | | | — | | | | | | — | | | | | |

| Other International (3) | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | |

(3)Production volumes from Bahrain operations; realized price represents contract price less Bapco's processing and distribution costs.

| | | | 2025 | | | | | | 2024 | | |

DD&A expenses in 2025 increased $353 million to $4,461 million from $4,108 million in 2024.

This was partially offset by decreased unit rates in the United States ($197 million) and an adjustment to DD&A recorded in 2024 ($117 million) related to natural gas production used by EOG's domestic gathering systems.

G&A expenses of $820 million in 2025 increased $151 million from $669 million in 2024 primarily due to increased professional services and other costs, including Encino acquisition-related costs ($100 million), employee-related costs ($47 million) and information systems costs ($10 million).

If the expected undiscounted future cash flows, based on EOG's estimate of (and assumptions regarding) future crude oil, 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 the Fair Value Measurement Topic of the Financial Accounting Standards Board's (FASB) Accounting Standards Codification (ASC) (ASC 820)), are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value.

| | | | 2025 | | | | | | 2024 | | |

Liquidity Overview. At December 31, 2025, EOG maintained a strong financial and liquidity position, including $3.4 billion of cash and cash equivalents on hand and $3.0 billion of availability under the New Facility (which remains undrawn).

See Notes 2 and 13 to the Consolidated Financial Statements for further discussion on our debt obligations, including the fair value of our senior notes.

*Inflationary Pressures, Operational Efficiencies & Related Initiatives/Actions.* During 2024, EOG continued to see diminished inflationary pressures on its operating costs and capital expenditures (e.g., for fuel, wellbore tubulars, facilities manufactured using steel, labor and drilling and completion services) and, in certain circumstances, has seen declines in prices.

However, because the market for such materials, services and labor continues to fluctuate, there can be no assurance that the inflationary pressures experienced by EOG in prior periods will not resume.

Further, the timing and impact of any future price changes on EOG's operating costs and capital expenditures is uncertain.

*Climate Change*.

For a discussion of climate change matters and related regulatory matters, including potential developments related to climate change and the potential impacts and risks of such developments on EOG, see ITEM 1A, Risk Factors, and the related discussion in ITEM 1, Business – Regulation.

EOG will continue to monitor and assess any climate change-related developments that could impact EOG and the oil and gas industry, to determine the impact on its business and operations, and take appropriate actions where necessary.

Several fields in the South East Coast Consortium (SECC) Block, Modified U(a) Block, Block 4(a) and Banyan and Sercan Areas have been developed and are producing natural gas which is sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary, and crude oil and condensate which is sold to Heritage Petroleum Company Limited.

During 2024, EOG completed one net developmental well and one net exploratory well from the Osprey B platform in the Modified U(a) Block.

EOG also completed two net exploratory wells from the Oilbird platform in the SECC Block, drilled a deep Teak, Saaman and Poui (TSP Deep) exploratory well which allowed EOG to retain a 50% working interest in the TSP Deep Area and recompleted one net well in the Sercan Area.

EOG also completed construction and installation of the Mento platform in the Ska, Mento and Reggae Area and commenced pipeline and associated tie-in installations that will connect the Mento platform to the Pelican platform.

In 2024, EOG relinquished its rights to a portion of the contract area governed by the Trinidad Northern Area License located offshore the southwest coast of Trinidad and signed a farmout agreement with BP Trinidad and Tobago LLC, which allows EOG to earn a 50% working interest to develop the Coconut field in the Coconut Area located within the East Mayaro and South East Galeota exploration and production licenses.

Additionally, EOG was selected as the preferred bidder in the Lower Reverse L and North Coast Marine Area 4(a) Blocks in respect of the 2023 shallow water offshore bid round.

The transaction, which includes a concession agreement with the Kingdom of Bahrain, is subject to further government approvals, which the parties anticipate receiving in the second half of 2025.

In November 2021, a subsidiary of EOG was granted an exploration permit for the WA-488-P Block, located offshore Western Australia.

The company has deferred drilling plans to further evaluate the prospect.

(4)Includes positive revenue adjustment of $0.76 per Mcf ($0.09 per Mcf of EOG's composite natural gas price) for the twelve months ended December 31, 2022, related to a price adjustment per a provision of the natural gas sales contract with NGC amended in July 2022 for natural gas sales during the period from September 2020 through June 2022.

The net gains of $204 million included gains of $110 million related to the Brent crude oil (Brent) linked gas sales contract.

EOG sells sand primarily in order to balance the timing of firm purchase agreements with completion operations.

Lease and well expenses increased in the United States primarily due to increased operating activities resulting from increased production.

DD&A expenses in 2024 increased $616 million to $4,108 million from $3,492 million in 2023.

In addition, the recording of an adjustment to DD&A ($117 million) primarily related to natural gas production used by EOG's domestic gathering systems also contributed to the variance.

G&A expenses of $669 million in 2024 increased $29 million from $640 million in 2023 primarily due to a net increase in costs associated with corporate support activities, including employee-related expenses and information systems.

*Cash Flow*

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| March - December 2025 | | | | | | NYMEX Henry Hub HSC Differential | | | | | | 10 | | | | | | 0.00 | | |

_________________

To further enhance the economics of these plays, EOG expects to continue to improve well performance and mitigate any future inflationary pressures (such as from tariffs) through efficiency gains and by locking in certain service costs for drilling and completion activities.

In 2025, EOG expects to continue to focus on mitigating any future inflationary pressures (such as from tariffs) on operating costs through efficiency improvements.

In 2025, EOG has $500 million aggregate principal amount of senior notes maturing, which are expected to be repaid with proceeds from its November 2024 Notes offering discussed above.

- the economic and financial impact of epidemics, pandemics or other public health issues;

EOG Resources, Inc., a Delaware corporation organized in 1985, together with its subsidiaries (collectively, EOG), explores for, develops, produces and markets crude oil, natural gas liquids (NGLs) and natural gas primarily in major producing basins in the United States of America (United States or U.S.), the Republic of Trinidad and Tobago (Trinidad) and, from time to time, select other international [removed: areas.][added: areas, including the Kingdom of Bahrain and the United Arab Emirates.]

At December 31, [removed: 2024,] [added: 2025,] EOG's total estimated net proved reserves were [removed: 4,748] [added: 5,514] million barrels of oil equivalent (MMBoe), of which [removed: 1,870] [added: 1,905] million barrels (MMBbl) were crude oil and condensate reserves, [removed: 1,358] [added: 1,510] MMBbl were NGLs reserves and [removed: 9,122] [added: 12,592] billion cubic feet (Bcf), or [removed: 1,520] [added: 2,099] MMBoe, were natural gas reserves (see "Supplemental Information to Consolidated Financial Statements").

At December 31, [removed: 2024,] [added: 2025,] on a crude oil equivalent basis, [removed: 40%] [added: 35%] of EOG's net proved reserves in the United States were crude oil and condensate, [removed: 29%] [added: 27%] were NGLs and [removed: 31%] [added: 38%] were natural gas.

The following is a summary of volume statistics and net well completions for the year ended December 31, [removed: 2024,] [added: 2025,] total net acres at December 31, [removed: 2024,] [added: 2025,] and expected net well completions planned for [removed: 2025] [added: 2026] for certain areas of EOG's United States operations.

In the Delaware Basin, EOG completed [removed: 385] [added: 393] net wells in [removed: 2024,] [added: 2025,] primarily in the Wolfcamp, Bone Spring and Leonard plays.

Activity in [removed: 2025] [added: 2026] will remain focused on the Wolfcamp, Bone Spring and Leonard plays, where EOG expects to complete approximately [removed: 375] [added: 300] net wells.

EOG holds approximately [removed: 535,000 total] [added: 565,000] net acres in the Eagle Ford play and approximately 160,000 net acres in the Dorado gas play.

In [removed: 2024,] [added: 2025,] EOG completed [removed: 160] [added: 122] net wells in the Eagle Ford [removed: play,] [added: play] and [removed: 21] [added: 27] net wells in the Dorado gas play.

In the [removed: Powder River Basin,] [added: Rocky Mountain area,] EOG completed [removed: 27] [added: 22] net wells in [added: 2025 in] the [removed: Niobrara, Mowry, Turner] [added: Powder River Basin] and [removed: Parkman formations.][added: 12 net wells in the Williston Basin.]

[added: The Appalachian Basin includes the Utica play where] EOG holds approximately [removed: 460,000 total] [added: 1,100,000] net acres, including 135,000 net mineral [removed: acres in the Utica.][added: acres.]

In [removed: 2025,] [added: 2026,] EOG expects to complete approximately [removed: 30] [added: 85] net [added: wells in the] Utica [removed: wells.][added: play.]

EOG has operations offshore [removed: Trinidad] [added: Trinidad, onshore Bahrain,] and [added: onshore United Arab Emirates, and] is evaluating additional exploration, development and exploitation opportunities in [added: those jurisdictions and] other select international areas.

*Trinidad.* EOG, through its subsidiaries, including EOG Resources Trinidad Limited, holds interests in (i) the exploration and production licenses covering the South East Coast Consortium [removed: (SECC)] and Pelican Blocks, Banyan and Sercan Areas and each of their related platforms and [removed: facilities and] [added: facilities,] the Ska, Mento and Reggae [removed: (SMR)] and [removed: deep] [added: Deep] Teak, Saaman and Poui (TSP Deep) [removed: Areas,] [added: Areas and Coconut Field,] all of which are offshore [removed: Trinidad;] [added: Trinidad;] and (ii) [removed: two] [added: four] production sharing contracts with the Government of Trinidad and Tobago for the Modified [removed: U(a)] [added: U(a), 4(a), Lower Reverse L] and [added: North Coast Marine Area] 4(a) Blocks.

Several [removed: fields in] [added: of] the [removed: SECC Block, Modified U(a) Block, 4(a) Block and Banyan and Sercan Areas] [added: fields listed above] have been developed and [removed: are producing] [added: produce] natural gas and crude oil and condensate.

In [removed: 2024,] [added: 2025,] EOG's net production in Trinidad averaged approximately [removed: 220] [added: 230] MMcfd of natural gas and approximately [removed: 0.8] [added: 1.4] MBbld of crude oil and condensate.

In [removed: 2024,] [added: 2025,] EOG completed [removed: one net] [added: three gross] developmental [removed: well] [added: wells] and one [removed: net] [added: gross] exploratory well from the [removed: Osprey B] [added: Mento] platform in the [removed: Modified U(a) Block.][added: Mento Area as part of an ongoing drilling program.]

*Bahrain.* In February 2025, a subsidiary of EOG signed an exploration participation agreement with Bapco Energies B.S.C. (Closed) [added: (Bapco)] to evaluate a gas exploration [removed: project] [added: prospect] in the Kingdom of [removed: Bahrain, with drilling anticipated to commence in the second half of 2025.][added: Bahrain.]

In [removed: 2024,] [added: 2025,] EOG continued its diversified approach to marketing its crude oil and condensate.

Major U.S. sales areas accessed by EOG were at various locations along the U.S. Gulf [removed: Coast, including Houston and Corpus Christi, Texas;] [added: Coast;] Cushing, Oklahoma; the Permian [removed: Basin] [added: Basin; the Northeast;] and the Midwest.

In [removed: 2024,] [added: 2025,] EOG also sold crude oil at the Port of Corpus Christi for export to foreign destinations.

In [removed: 2025,] [added: 2026,] the pricing mechanism for such production is expected to remain the same.

At December 31, [removed: 2024,] [added: 2025,] EOG was committed to deliver to multiple parties aggregate fixed quantities of crude oil of [removed: 2] [added: 24] MMBbls in [removed: 2025,] [added: 2026, 11 MMBbls in 2027 and 4 MMBbls in 2028,] all of which is expected to be sourced from future production of available reserves.

In [removed: 2024,] [added: 2025,] EOG processed certain of its United States natural gas production, either at EOG-owned facilities or at third-party facilities, extracting NGLs.

In [removed: 2024,] [added: 2025,] EOG also sold purity products at the Houston Ship Channel.

In [removed: 2025,] [added: 2026,] the pricing mechanisms for NGL and purity products sales are expected to remain the same.

At December 31, [removed: 2024,] [added: 2025,] EOG was committed to deliver to multiple parties aggregate fixed quantities of purity products of [removed: 15] [added: 24] MMBbls in [removed: 2025,] [added: 2026,] all of which is expected to be sourced from future production of available reserves.

In [removed: 2024,] [added: 2025,] consistent with its diversified marketing strategy, the majority of EOG's United States natural gas production was transported by pipeline to various [removed: locations, including Katy, Texas; East Texas;] [added: locations throughout] the [removed: Agua Dulce Hub in South Texas;] [added: United States and] the [removed: Cheyenne] [added: Dawn] Hub in [removed: Weld County, Colorado; and Chicago, Illinois.][added: Ontario.]

[removed: In each case, pricing] [added: Pricing] was [added: primarily] based on the spot market price at the ultimate sales point.

Additionally, EOG sells natural gas to a liquefaction facility near Corpus Christi, Texas, and [removed: receives] [added: may receive] pricing based on the Platts Japan Korea [removed: Marker;] [added: Marker (or the NYMEX Henry Hub price, at EOG's election);] such pricing mechanism is expected to remain the same in [removed: 2025.][added: 2026.]

At December 31, [removed: 2024,] [added: 2025,] EOG was committed to deliver to multiple parties aggregate fixed quantities of natural gas of [removed: 342 Bcf in 2025, 318] [added: 573] Bcf in 2026, [removed: 359] [added: 370] Bcf in 2027, [removed: 328] [added: 338] Bcf in 2028, [removed: 328] [added: 336] Bcf in [removed: 2029] [added: 2029, 331 Bcf in 2030] and [removed: 3,474] [added: 3,020] Bcf thereafter, all of which is expected to be sourced from future production of available reserves.

In [removed: 2024,] [added: 2025,] natural gas volumes from Trinidad were sold to the National Gas Company of Trinidad and Tobago Limited and its subsidiary under two natural gas sales [removed: arrangements: (i) a fixed price contract and (ii) a contract based on an escalated floor price which further increases if index prices for certain commodities exceed specified levels.][added: arrangements.]

During [removed: 2024, three] [added: 2025, two] purchasers each accounted for more than 10% of EOG's total crude oil and condensate, NGLs and natural gas revenues and gathering, processing and marketing revenues.

The table also presents crude oil equivalent volumes which are determined using a ratio of 1.0 barrel of crude oil and condensate or NGLs to 6.0 Mcf of natural gas for each of the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| Year Ended December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Delaware Basin | | | [removed: 113.3] [added: 116.7] | | | | | | [removed: 110.2] [added: 113.3] | | | | | | [removed: 101.1] [added: 110.2] | | |

| Eagle Ford Play | | | [removed: 45.5] [added: 44.2] | | | | | | [removed: 43.9] [added: 45.5] | | | | | | [removed: 46.6] [added: 43.9] | | |

| Other | | | [removed: 20.8] [added: 29.1] | | | | | | [removed: 19.4] [added: 20.8] | | | | | | [removed: 20.3] [added: 19.4] | | |

| United States | | | [removed: 179.6] [added: 190.0] | | | | | | [removed: 173.5] [added: 179.6] | | | | | | [removed: 168.0] [added: 173.5] | | |

| Trinidad | | | [removed: 0.3] [added: 0.5] | | | | | | [removed: 0.2] [added: 0.3] | | | | | | [removed: 0.3] [added: 0.2] | | |

| Total | | | [removed: 179.9] [added: 190.5] | | | | | | [removed: 173.7] [added: 179.9] | | | | | | [removed: 168.3] [added: 173.7] | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | 2026 | | |

| Delaware Basin | | | 318.7 | | | 199.4 | | | 1,179 | | | 395 | | | | | | 393 | | | | | | 300 | | |

| South Texas | | | 121.3 | | | 32.3 | | | 581 | | | 1,313 | | | | | | 149 | | | | | | 155 | | |

| Appalachian Basin | | | 32.4 | | | 32.7 | | | 340 | | | 1,736 | | | | | | 55 | | | | | | 85 | | |

| Rocky Mountain | | | 40.7 | | | 14.0 | | | 143 | | | 748 | | | | | | 34 | | | | | | 45 | | |

| Other Areas | | | 7.4 | | | 9.8 | | | 56 | | | 474 | | | | | | 10 | | | | | | — | | |

| Total | | | 520.5 | | | 288.2 | | | 2,299 | | | 4,666 | | | | | | 641 | | | | | | 585 | | |

In 2026, EOG expects to complete approximately 115 net Eagle Ford play wells and 40 net Dorado gas play wells.

In 2025, EOG completed 55 net wells in the Utica play.

For discussion regarding EOG's August 2025 acquisition of Encino Acquisition Partners, LLC, see ITEM 7, Management's Discussion and Analysis of Financial Condition and Results of Operations – Overview – Operations and Note 16 to Consolidated Financial Statements.

In 2026, EOG expects to complete approximately 45 net wells across the Powder River Basin and the Williston Basin.

EOG also continues to move forward on the design and construction of the Coconut Platform in accordance with the farmout agreement signed in 2024 with BP Trinidad and Tobago LLC.

In 2026, EOG expects to (i) complete the Mento drilling program; (ii) complete and install the Coconut Platform along with supporting pipelines; and (iii) continue to make progress on various opportunities, which include a new drilling program to drill exploration, appraisal and development wells.

In August 2025, the government of the Kingdom of Bahrain approved the related concession agreement.

As part of the transaction, EOG has a working interest in several producing legacy wells.

EOG has commenced drilling of exploratory wells, which are expected to be completed in 2026.

*United Arab Emirates.* In May 2025, a subsidiary of EOG was awarded a new oil exploration concession for Unconventional Onshore Block 3 (UCO3) by Abu Dhabi's Supreme Council for Financial and Economic Affairs.

EOG holds a 100 percent equity interest and operatorship and, in coordination with Abu Dhabi National Oil Company (ADNOC), has commenced drilling operations to explore and appraise unconventional oil potential in the concession area.

Following a three-year appraisal period, EOG may enter into a production concession in which ADNOC has the option to participate.

In 2026, the pricing mechanism for such production is expected to generally remain the same.

Crude oil and condensate are sold to both Heritage Petroleum Company Limited and BP Trinidad and Tobago LLC.

| Other International (2) | | | 1 | | | | | | — | | | | | | — | | |

| Other International (2) | | | 0.2 | | | | | | — | | | | | | — | | |

| Other International (2) | | | 3.28 | | | | | | — | | | | | | — | | | | | |

(2)Production volumes from Bahrain operations; realized price represents contract price less Bapco's processing and distribution costs.

However, the July 2025 One Big Beautiful Bill Act (OBBBA) reversed the royalty increase enacted under the IRA to the previous rate of 12.5 percent and repealed a royalty imposed on methane produced from federal oil and gas leases.

However, in September 2025, the U.S. EPA announced a proposal to end the GHG Reporting Program for all sectors except petroleum and natural gas systems (excluding reporting for natural gas distribution, which would also be eliminated under the proposal) and defer reporting for petroleum and natural gas systems until 2034.

In addition, in December 2025, the U.S. EPA issued a final rule extending several compliance deadlines and timeframes associated with its 2024 methane rules, and the BLM announced it would delay enforcement of two provisions of the Waste Prevention Rule scheduled to take effect in December 2025 as it reconsiders revisions to the 2024 regulations.

Further, on February 12, 2026, the U.S. EPA announced the rescission of its 2009 "Endangerment Finding" under the Clean Air Act, which found that GHGs endanger the public health and welfare of current and future generations and emissions of GHGs from motor vehicles contribute to GHG pollution.

The rescission impacts the U.S. EPA's authority to regulate GHGs, as well as the U.S. EPA's prior scientific assessment of climate change risks.

Litigation challenging the rescission is anticipated which may influence the rescission and the U.S. EPA's regulation of GHG emissions going forward.

On January 7, 2026, it was announced that the United States will also withdraw from the United Nations Framework Convention on Climate Change.

Donaldson was elected Executive Vice President and Chief Legal Officer in September 2025.

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | |

| Delaware Basin | | | 309.7 | | | 184.9 | | | 1,039 | | | 395 | | | | | | 385 | | | | | | 375 | | |

| South Texas | | | 124.4 | | | 30.8 | | | 448 | | | 1,272 | | | | | | 181 | | | | | | 145 | | |

| Rocky Mountain | | | 41.7 | | | 14.9 | | | 149 | | | 776 | | | | | | 42 | | | | | | 45 | | |

| Other Areas | | | 14.8 | | | 15.3 | | | 92 | | | 915 | | | | | | 33 | | | | | | 40 | | |

| Total | | | 490.6 | | | 245.9 | | | 1,728 | | | 3,358 | | | | | | 641 | | | | | | 605 | | |

The Delaware Basin consists of approximately 4,800 feet of liquids-rich stacked pay potential offering EOG multiple co-development opportunities throughout its 395,000 net acre position.

In addition, key gathering, processing and transportation infrastructure was added in order to lower operating costs and increase price realizations.

In 2025, EOG expects to complete approximately 120 net Eagle Ford play wells and 25 net Dorado gas play wells, while utilizing new infrastructure that connects the Dorado gas play to the Agua Dulce gas market near Corpus Christi, Texas.

Activity in the Rocky Mountain area in 2024 was focused on the Wyoming Powder River Basin.

In 2025, activity in the Rocky Mountain area is expected to remain flat with plans to complete 30 net wells in the Powder River Basin.

Activity in the Other Areas includes EOG's newest play, the Utica play.

In 2024, EOG completed 25 net Utica wells, collecting data and delineating its acreage.

In addition, EOG is executing an abandonment and reclamation program in Canada.

EOG also completed two net exploratory wells from the Oilbird platform in the SECC Block, drilled a TSP Deep exploratory well which allowed EOG to retain a 50% working interest in the TSP Deep Area and recompleted one net well in the Sercan Area.

In June 2024, EOG relinquished its rights to a portion of the contract area governed by the Trinidad Northern Area License located offshore the southwest coast of Trinidad.

In July 2024, EOG signed a farmout agreement with BP Trinidad and Tobago LLC, which allows EOG to earn a 50% working interest to develop the Coconut field in the Coconut Area located within the East Mayaro and South East Galeota exploration and production licenses.

In December 2024, EOG was selected as the preferred bidder in the Lower Reverse L (LRL) and North Coast Marine Area (NCMA) 4(a) Blocks in respect of the 2023 shallow water offshore bid round.

Additionally in 2024, EOG completed construction and installation of the Mento platform in the SMR Area and commenced pipeline and associated tie-in installations that will connect the Mento platform to the Pelican platform (Mento Pipeline Installation).

In 2025, EOG expects to (i) complete the Mento Pipeline Installation; (ii) drill and, if successful, complete two net exploratory wells and drill and complete two net developmental wells, all in the Mento Field located in the SMR Area; (iii) following the execution of the production sharing contracts for the LRL Block, commence an ocean bottom nodal 3D seismic survey over a portion of the LRL Block; and (iv) commence construction of the platform for the Coconut field.

The production sharing contracts with the Government of Trinidad and Tobago for the LRL and NCMA 4(a) Blocks were executed on January 29, 2025.

The transaction, which includes a concession agreement with the Kingdom of Bahrain, is subject to further government approvals, which the parties anticipate receiving in the second half of 2025.

*Australia.* In April 2021, a subsidiary of EOG entered into a purchase and sale agreement to acquire a 100% interest in the WA-488-P Block, located offshore Western Australia.

In November 2021, the petroleum exploration permit for that block was transferred to that subsidiary.

The company has deferred drilling plans to further evaluate the prospect.

*Canada.* EOG continues the process of exiting its Canada operations in the Horn River area in Northeast British Columbia.

In February 2024, EOG entered into a 10-year agreement, commencing in 2027, to sell 180,000 million British thermal units per day (MMBtud) of its domestic natural gas production, with 140,000 MMBtud to be sold at a price indexed to Brent crude oil (Brent) and the remaining volumes to be sold at a price indexed to Brent or a U.S. Gulf Coast gas index.

(4)Includes positive revenue adjustment of $0.76 per Mcf ($0.09 per Mcf of EOG's composite natural gas price) for the twelve months ended December 31, 2022, related to a price adjustment per a provision of the natural gas sales contract with NGC amended in July 2022 for natural gas sales during the period from September 2020 through June 2022.

Moreover, EOG is subject to the U.S. Environmental Protection Agency's (U.S. EPA) rule requiring annual reporting of GHG emissions and, as discussed further below, is also subject to federal, state and local laws and regulations regarding hydraulic fracturing and other aspects of our operations.

In January 2025, President Trump signed executive orders that, among other things, direct federal executive departments and agencies to initiate a regulatory freeze for certain rules that have not taken effect, pending review by the newly appointed agency head, and call upon the U.S. EPA to submit a report on the continuing applicability of its endangerment finding for GHGs under the Clean Air Act.

Pursuant to the terms of the Paris Agreement, the withdrawal will take effect on January 27, 2026.

In the event of a well control incident resulting in negative environmental effects, such operators extra expense coverage would be EOG's primary coverage, with the commercial general liability and excess liability coverage also providing certain coverage to EOG.

Additionally, subject to policy terms and conditions, EOG also maintains insurance that covers damage to EOG's equipment, facilities and structures due to a physical damage event.

Previously, Mr. Donaldson served as Vice President, General Counsel and Corporate Secretary from May 2012 to April 2016.

Pursuant to this item, EOG uses 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 [removed: not] [added: not, however,] 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 and year ended December 31, [removed: 2024.][added: 2025.]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Common Stock aggregate market value held by non-affiliates as of June 30, [removed: 2024: $71,585] [added: 2025: $65,231] million.

Class: Common Stock, par value $0.01 per share, [removed: 553,926,330] [added: 536,491,493] shares outstanding as of February 13, [removed: 2025.][added: 2026.]

Documents incorporated by reference. Portions of the Definitive Proxy Statement for the registrant's [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed within 120 days after December 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this report.

| ITEM 1. | | | Business | | | [removed: [1](#i7a210a0878ed43eeaca78684fc687064_13)] [added: [1](#ia7c2ac7303b04ecebc7d120a48ea15ef_13)] | | |

| | | | Exploration and Production | | | [removed: [1](#i7a210a0878ed43eeaca78684fc687064_19)] [added: [1](#ia7c2ac7303b04ecebc7d120a48ea15ef_19)] | | |

| | | | Volumes and Prices | | | [removed: [5](#i7a210a0878ed43eeaca78684fc687064_25)] [added: [5](#ia7c2ac7303b04ecebc7d120a48ea15ef_25)] | | |

| | | | Human Capital Management | | | [removed: [6](#i7a210a0878ed43eeaca78684fc687064_28)] [added: [6](#ia7c2ac7303b04ecebc7d120a48ea15ef_28)] | | |

| | | | Other Matters | | | [removed: [11](#i7a210a0878ed43eeaca78684fc687064_37)] [added: [12](#ia7c2ac7303b04ecebc7d120a48ea15ef_37)] | | |

| | | | Information About Our Executive Officers | | | [removed: [13](#i7a210a0878ed43eeaca78684fc687064_40)] [added: [14](#ia7c2ac7303b04ecebc7d120a48ea15ef_40)] | | |

| ITEM 1A. | | | Risk Factors | | | [removed: [14](#i7a210a0878ed43eeaca78684fc687064_43)] [added: [15](#ia7c2ac7303b04ecebc7d120a48ea15ef_43)] | | |

| ITEM 1B. | | | Unresolved Staff Comments | | | [removed: [27](#i7a210a0878ed43eeaca78684fc687064_46)] [added: [28](#ia7c2ac7303b04ecebc7d120a48ea15ef_46)] | | |

| ITEM 1C. | | | Cybersecurity | | | [removed: [27](#i7a210a0878ed43eeaca78684fc687064_49)] [added: [28](#ia7c2ac7303b04ecebc7d120a48ea15ef_49)] | | |

| ITEM 2. | | | Properties | | | [removed: [29](#i7a210a0878ed43eeaca78684fc687064_55)] [added: [30](#ia7c2ac7303b04ecebc7d120a48ea15ef_55)] | | |

| | | | Oil and Gas Exploration and Production - Properties and Reserves | | | [removed: [29](#i7a210a0878ed43eeaca78684fc687064_55)] [added: [30](#ia7c2ac7303b04ecebc7d120a48ea15ef_55)] | | |

| ITEM 3. | | | Legal Proceedings | | | [removed: [32](#i7a210a0878ed43eeaca78684fc687064_58)] [added: [33](#ia7c2ac7303b04ecebc7d120a48ea15ef_58)] | | |

| ITEM 4. | | | Mine Safety Disclosures | | | [removed: [32](#i7a210a0878ed43eeaca78684fc687064_61)] [added: [33](#ia7c2ac7303b04ecebc7d120a48ea15ef_61)] | | |

| ITEM 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [33](#i7a210a0878ed43eeaca78684fc687064_67)] [added: [34](#ia7c2ac7303b04ecebc7d120a48ea15ef_67)] | | |

| ITEM 6. | | | Reserved | | | [removed: [35](#i7a210a0878ed43eeaca78684fc687064_70)] [added: [36](#ia7c2ac7303b04ecebc7d120a48ea15ef_70)] | | |

| ITEM 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [35](#i7a210a0878ed43eeaca78684fc687064_73)] [added: [36](#ia7c2ac7303b04ecebc7d120a48ea15ef_73)] | | |

| ITEM 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_91)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_91)] | | |

| ITEM 8. | | | Financial Statements and Supplementary Data | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_94)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_94)] | | |

| ITEM 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_97)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_97)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_100)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_100)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_103)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_103)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [51](#i7a210a0878ed43eeaca78684fc687064_106)] [added: [55](#ia7c2ac7303b04ecebc7d120a48ea15ef_106)] | | |

| ITEM 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [52](#i7a210a0878ed43eeaca78684fc687064_112)] [added: [56](#ia7c2ac7303b04ecebc7d120a48ea15ef_112)] | | |

| ITEM 11. | | | Executive Compensation | | | [removed: [52](#i7a210a0878ed43eeaca78684fc687064_115)] [added: [56](#ia7c2ac7303b04ecebc7d120a48ea15ef_115)] | | |

| ITEM 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [53](#i7a210a0878ed43eeaca78684fc687064_118)] [added: [57](#ia7c2ac7303b04ecebc7d120a48ea15ef_118)] | | |

| ITEM 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [54](#i7a210a0878ed43eeaca78684fc687064_121)] [added: [58](#ia7c2ac7303b04ecebc7d120a48ea15ef_121)] | | |

| ITEM 14. | | | Principal Accountant Fees and Services | | | [removed: [54](#i7a210a0878ed43eeaca78684fc687064_124)] [added: [58](#ia7c2ac7303b04ecebc7d120a48ea15ef_124)] | | |

| ITEM 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [55](#i7a210a0878ed43eeaca78684fc687064_130)] [added: [59](#ia7c2ac7303b04ecebc7d120a48ea15ef_130)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [55](#i7a210a0878ed43eeaca78684fc687064_133)] [added: [59](#ia7c2ac7303b04ecebc7d120a48ea15ef_133)] | | |

| | | | General | | | [1](#ia7c2ac7303b04ecebc7d120a48ea15ef_16) | | |

| | | | Marketing | | | [4](#ia7c2ac7303b04ecebc7d120a48ea15ef_22) | | |

| | | | Competition | | | [7](#ia7c2ac7303b04ecebc7d120a48ea15ef_31) | | |

| | | | Regulation | | | [7](#ia7c2ac7303b04ecebc7d120a48ea15ef_34) | | |

| | | | General | | | [1](#i7a210a0878ed43eeaca78684fc687064_16) | | |

| | | | Marketing | | | [4](#i7a210a0878ed43eeaca78684fc687064_22) | | |

| | | | Competition | | | [7](#i7a210a0878ed43eeaca78684fc687064_31) | | |

| | | | Regulation | | | [7](#i7a210a0878ed43eeaca78684fc687064_34) | | |

EOG's cybersecurity team is led by EOG's group director, information systems and [removed: senior manager,] [added: director,] information systems [removed: security,] [added: operations,] who each have over [removed: seven] [added: eight] years of experience overseeing EOG's cybersecurity processes and strategy.

EOG's cybersecurity team reports to EOG's [removed: Senior Vice President and] Chief Information and Technology Officer, who has served as EOG's Chief Technology Officer since 2017 and as EOG's Chief Information Officer for over 25 years.

EOG's cybersecurity team leadership, [removed: Senior Vice President and] Chief Information and Technology Officer and other members of senior management are responsible for the day-to-day management of cybersecurity risks and cybersecurity leadership.

As a result, estimates by different engineers [removed: normally] [added: typically] vary.

Further, the [removed: meaningfulness] [added: validity] of such estimates is highly dependent upon the accuracy of the assumptions upon which they were based.

*Acreage.* The following table summarizes EOG's gross and net developed and undeveloped acreage at December 31, [removed: 2024] [added: 2025] (in thousands of acres).

[removed: Approximately] [added: Within the United States, approximately] 0.1 million net acres will expire in [removed: 2025,] [added: 2026,] 0.1 million net acres will expire in [removed: 2026] [added: 2027] and 0.1 million net acres will expire in [removed: 2027] [added: 2028] if production is not established or [removed: we take] [added: EOG takes] no other action to extend the terms of the leases or obtain concessions.

As of December 31, [removed: 2024,] [added: 2025,] there were no proved undeveloped reserves (PUDs) associated with undeveloped leases on which drilling was planned after the expiration dates of such leases.

In the ordinary course of business, based on its evaluations of [removed: certain] geologic [removed: trends and] [added: trends,] prospective economics, [added: and other factors,] EOG has allowed certain lease acreage to expire and may allow additional acreage to expire in the future.

The following table [removed: represents] [added: summarizes] EOG's gross and net productive wells at December 31, [removed: 2024,] [added: 2025,] including [removed: 3,052] [added: 4,189] wells in which it holds a royalty interest.

| Trinidad | | | 2 | | | | | | 2 | | | | | | [removed: 42] [added: 46] | | | | | | [removed: 35] [added: 37] | | | | | | [removed: 44] [added: 48] | | | | | | [removed: 37] [added: 39] | | |

[removed: (1) EOG] [added: (1)EOG] operated [removed: 9,910] [added: 11,573] gross and [removed: 8,792] [added: 10,185] net producing crude oil and natural gas wells at December 31, [removed: 2024.][added: 2025.]

Gross crude oil and natural gas wells include [removed: 55] [added: 53] wells with multiple completions.

During the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] EOG expended [removed: $5.6] [added: $13.2] billion, [removed: $6.0] [added: $5.6] billion and [removed: $5.2] [added: $6.0] billion, respectively, for exploratory and development drilling, facilities and acquisition of leases and producing properties, including asset retirement costs of [removed: $(2)] [added: $146] million, [removed: $257] [added: $(2)] million and [removed: $298] [added: $257] million, respectively.

The following tables set forth the results of the gross crude oil and natural gas wells completed for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| Trinidad | | | — | | | | | | [removed: —] [added: 3] | | | | | | — | | | | | | [removed: —] [added: 3] | | | | | | — | | | | | | [removed: 2] [added: 1] | | | | | | 1 | | | | | | [removed: 3] [added: 2] | | |

The following tables set forth the results of the net crude oil and natural gas wells completed for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

EOG participated in the drilling of wells that were in the process of being drilled or completed at the end of the period as set out in the table below for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| United States | | | [removed: 243] [added: 263] | | | | | | [removed: 213] [added: 222] | | | | | | [removed: 254] [added: 243] | | | | | | [removed: 212] [added: 213] | | | | | | [removed: 251] [added: 254] | | | | | | [removed: 213] [added: 212] | | |

| Trinidad | | | [added: — | | | | | |] 2 | | | | | | [removed: 1] [added: —] | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 3] [added: —] | | | | | | 1 | | | | | | 1 | | | [added: | | | 2 | | |]

| Total | | | [removed: 245] [added: 273] | | | | | | [removed: 214] [added: 228] | | | | | | [removed: 257] [added: 245] | | | | | | [removed: 215] [added: 214] | | | | | | [removed: 252] [added: 257] | | | | | | [removed: 214] [added: 215] | | |

At December 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 179] [added: 121] MMBoe of net PUDs associated with EOG's inventory of DUCs.

| United States | | | [removed: 170] [added: 167] | | | | | | [removed: 140] [added: 119] | | | | | | [removed: 156] [added: 170] | | | | | | [removed: 132] [added: 140] | | | | | | [removed: 122] [added: 156] | | | | | | [removed: 98] [added: 132] | | |

| Trinidad | | | [removed: 1] [added: 4] | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 1] [added: 2] | | | | | | 1 | | | | | | [removed: —] [added: 3] | | | | | | [removed: —] [added: 3] | | |

| Total | | | [removed: 171] [added: 167] | | | | | | [removed: 141] [added: 119] | | | | | | [removed: 157] [added: 171] | | | | | | [removed: 133] [added: 141] | | | | | | [removed: 122] [added: 157] | | | | | | [removed: 98] [added: 133] | | |

EOG acquired wells as set forth in the following table (excluding the acquisition of additional interests [removed: in 4,] [added: of 23,] 4 and [removed: 74] [added: 4] net wells in which EOG previously owned an interest for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| United States | | | [removed: 25] [added: 542] | | | | | | [removed: 5] [added: 154] | | | | | | [removed: 30] [added: 3] | | | | | | [removed: 19] [added: 699] | | | | | | [removed: 1] [added: 5] | | | | | | [removed: 20] [added: 5] | | | [added: | | | 2 | | | | | | 12 | | |]

*Other Property, Plant and Equipment.* EOG's other property, plant and equipment primarily includes gathering, processing and transportation [removed: assets, carbon capture and storage] assets and buildings.

| United States | | | 2,175 | | | | | | 1,778 | | | | | | 3,847 | | | | | | 2,888 | | | | | | 6,022 | | | | | | 4,666 | | |

| Trinidad | | | 102 | | | | | | 78 | | | | | | 611 | | | | | | 530 | | | | | | 713 | | | | | | 608 | | |

| Other International | | | — | | | | | | — | | | | | | 1,940 | | | | | | 1,920 | | | | | | 1,940 | | | | | | 1,920 | | |

| Total | | | 2,277 | | | | | | 1,856 | | | | | | 6,398 | | | | | | 5,338 | | | | | | 8,675 | | | | | | 7,194 | | |

| United States | | | 11,791 | | | | | | 7,870 | | | | | | 5,286 | | | | | | 2,456 | | | | | | 17,077 | | | | | | 10,326 | | |

| Other International | | | — | | | | | | — | | | | | | 4 | | | | | | 2 | | | | | | 4 | | | | | | 2 | | |

| Total (1) | | | 11,793 | | | | | | 7,872 | | | | | | 5,336 | | | | | | 2,495 | | | | | | 17,129 | | | | | | 10,367 | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 542 | | | | | | 157 | | | | | | 3 | | | | | | 702 | | | | | | 5 | | | | | | 6 | | | | | | 3 | | | | | | 14 | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 495 | | | | | | 132 | | | | | | 3 | | | | | | 630 | | | | | | 4 | | | | | | 5 | | | | | | 2 | | | | | | 11 | | |

| Total | | | 495 | | | | | | 134 | | | | | | 3 | | | | | | 632 | | | | | | 4 | | | | | | 6 | | | | | | 3 | | | | | | 13 | | |

| Other International | | | 6 | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Trinidad | | | — | | | | | | — | | | | | | 1 | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 462 | | | | | | 1,206 | | | | | | 1,668 | | | | | | 355 | | | | | | 601 | | | | | | 956 | | |

| Other International | | | — | | | | | | 4 | | | | | | 4 | | | | | | — | | | | | | 2 | | | | | | 2 | | |

| Total | | | 462 | | | | | | 1,210 | | | | | | 1,672 | | | | | | 355 | | | | | | 603 | | | | | | 958 | | |

| United States | | | 1,770 | | | | | | 1,429 | | | | | | 2,789 | | | | | | 1,929 | | | | | | 4,559 | | | | | | 3,358 | | |

| Trinidad | | | 102 | | | | | | 77 | | | | | | 191 | | | | | | 110 | | | | | | 293 | | | | | | 187 | | |

| Australia | | | — | | | | | | — | | | | | | 1,009 | | | | | | 1,009 | | | | | | 1,009 | | | | | | 1,009 | | |

| Total | | | 1,872 | | | | | | 1,506 | | | | | | 3,989 | | | | | | 3,048 | | | | | | 5,861 | | | | | | 4,554 | | |

The agreement governing the acreage associated with our exploration program in offshore Australia is set to expire at various dates through 2026.

| United States | | | 10,288 | | | | | | 7,111 | | | | | | 3,605 | | | | | | 1,782 | | | | | | 13,893 | | | | | | 8,893 | | |

| Total (1) | | | 10,290 | | | | | | 7,113 | | | | | | 3,647 | | | | | | 1,817 | | | | | | 13,937 | | | | | | 8,930 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | 462 | | | | | | 133 | | | | | | 11 | | | | | | 606 | | | | | | 3 | | | | | | — | | | | | | 8 | | | | | | 11 | | |

| Total | | | 462 | | | | | | 133 | | | | | | 11 | | | | | | 606 | | | | | | 3 | | | | | | 2 | | | | | | 9 | | | | | | 14 | | |

| United States | | | 395 | | | | | | 117 | | | | | | 10 | | | | | | 522 | | | | | | 3 | | | | | | — | | | | | | 8 | | | | | | 11 | | |

| Total | | | 395 | | | | | | 117 | | | | | | 10 | | | | | | 522 | | | | | | 3 | | | | | | 2 | | | | | | 9 | | | | | | 14 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 25 | | | | | | 5 | | | | | | 30 | | | | | | 19 | | | | | | 1 | | | | | | 20 | | |

As of February 13, [removed: 2025,] [added: 2026,] there were approximately [removed: 3,100] [added: 3,400] record holders and approximately [removed: 1,252,000] [added: 1,271,000] beneficial owners of EOG's common stock.

(1)Includes [removed: 7,782,416] [added: 6,289,876] shares repurchased during the quarter ended December 31, [removed: 2024,] [added: 2025,] at an average price of [removed: $126.08] [added: $107.31] per share (inclusive of commissions and transaction fees), pursuant to the Share Repurchase Authorization (as defined [added: and further discussed] below); such repurchases count against the Share Repurchase Authorization.

The share repurchases effected during the [removed: periods] [added: period] October 1, [removed: 2024 through November 8, 2024 and November 11, 2024] [added: 2025] through November [removed: 20, 2024] [added: 7, 2025] were made pursuant to [added: a] Rule 10b5-1 trading [removed: plans] [added: plan] entered into by EOG on September [removed: 30, 2024 and November 8, 2024 (respectively).][added: 29, 2025.]

Also includes [removed: 84,841] [added: 18,281] total shares that were withheld by or returned to EOG during the quarter ended December 31, [removed: 2024,] [added: 2025,] at an average price of [removed: $132.23] [added: $109.09] 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.

As of December 31, [removed: 2024,] [added: 2025,] (i) EOG had repurchased an aggregate [removed: 34,462,691] [added: 56,166,452] shares at a total cost of [removed: $4,150,039,427] [added: $6,653,075,921] (inclusive of commissions and transaction fees) under the Share Repurchase Authorization and (ii) an additional [removed: $5,849,960,573] [added: $3,346,924,079] of shares remained available for repurchases under the Share Repurchase Authorization.

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, [removed: and] other market and economic [removed: conditions.][added: conditions, the availability of cash to effect repurchases and EOG's anticipated future capital expenditures and other commitments requiring cash.]

The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the United States Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or [added: the] Securities Exchange Act of 1934, as amended, except to the extent that EOG specifically requests that such information be treated as "soliciting material" or specifically incorporates such information by reference into such a filing.

1.$100 was invested on December 31, [removed: 2019] [added: 2020] in each of the following: common stock of EOG, the S&P 500 and the S&P O&G E&P.

(Performance Results Through December 31, [removed: 2024)][added: 2025)]

][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/821189/000082118926000054/eog-20251231_g1.jpg)]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| October 1, 2025 - October 31, 2025 | | | | | | 1,335,450 | | | | | | $ | 108.28 | | | | | $ | 143,748,309 | | | | | $ | 3,878,171,155 | |

| November 1, 2025 - November 30, 2025 | | | | | | 1,808,125 | | | | | | 107.35 | | | | | | 193,248,798 | | | | | | 3,684,922,357 | | |

| December 1, 2025 - December 31, 2025 | | | | | | 3,164,582 | | | | | | 106.90 | | | | | | 337,998,278 | | | | | | 3,346,924,079 | | |

| Total | | | | | | 6,308,157 | | | | | | 107.32 | | | | | | $ | 674,995,385 | | | | | | | |

| EOG | | | $ | 100.00 | | | | | $ | 188.69 | | | | | $ | 295.99 | | | | | $ | 290.06 | | | | | $ | 302.55 | | | | | $ | 268.07 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 187.09 | | | | | $ | 296.53 | | | | | $ | 296.63 | | | | | $ | 280.65 | | | | | $ | 282.89 | |

| October 1, 2024 - October 31, 2024 | | | | | | 2,401,712 | | | | | | $ | 126.86 | | | | | $ | 299,999,895 | | | | | $ | 1,531,171,168 | |

| November 1, 2024 - November 30, 2024 | | | | | | 1,224,309 | | | | | | 133.70 | | | | | | 157,512,580 | | | | | | 6,373,658,588 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 4,241,236 | | | | | | 123.56 | | | | | | 523,698,015 | | | | | | 5,849,960,573 | | |

| Total | | | | | | 7,867,257 | | | | | | 126.15 | | | | | | 981,210,490 | | | | | | | | |

| EOG | | | $ | 100.00 | | | | | $ | 61.36 | | | | | $ | 115.78 | | | | | $ | 181.62 | | | | | $ | 177.98 | | | | | $ | 185.65 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P O&G E&P | | | $ | 100.00 | | | | | $ | 64.58 | | | | | $ | 120.82 | | | | | $ | 191.50 | | | | | $ | 191.57 | | | | | $ | 181.25 | |

*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 December 31, [removed: 2024.][added: 2025.]

Based on that evaluation, EOG's principal executive officer and principal financial officer have concluded that EOG's disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

The report of EOG's independent registered public accounting firm relating to the consolidated financial statements and effectiveness of internal control over financial reporting is set forth [added: beginning] on page F-3 of this report.

There were no changes in EOG's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, EOG's internal control over financial reporting.

Trading Plans/Arrangements. During the quarter ended December 31, [removed: 2024,] [added: 2025,] no Section 16 officer of EOG, and no director of EOG, adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Retention Stock Award for Named Executive Officer.

On February 20, 2026, the Compensation and Human Resources Committee of the Board of Directors of EOG approved an award of restricted stock to Jeffrey R.

Leitzell, EOG's Executive Vice President and Chief Operating Officer.

This one-time award of 32,499 shares of restricted stock, which is intended to support the long-term retention of Mr. Leitzell due to his critical role within the organization, was made (i) under the terms of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan and (ii) subject to a five-year "cliff" vesting period and EOG's standard termination provisions for restricted stock grants.

The form of award agreement that will govern Mr. Leitzell's grant will be filed as an exhibit to EOG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

The [removed: other] information required by this Item [added: and not otherwise included in this report] is incorporated by reference from (i) EOG's Definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2025] [added: 2026] and (ii) [removed: Item] [added: ITEM] 1 of this report, specifically the information therein set forth under the caption "Information About Our Executive Officers."

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item with respect to security ownership of certain beneficial owners and management is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2025.][added: 2026.]

From and after the April 29, 2021 effective date of the 2021 Plan, no further grants have been (or will be) made [removed: from] [added: under] the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (Amended and Restated 2008 Plan).

Under the Deferral Plan (as subsequently amended), payment of up to 50% of base salary and 100% of annual cash bonus, director's fees, vestings of restricted stock units granted to non-employee directors (and dividends credited thereon) [removed: under the Amended] and [removed: Restated 2008 Plan and the 2021 Plan and] 401(k) refunds (as defined in the Deferral Plan) may be deferred into a phantom stock account.

Dividends [added: paid on EOG common stock] are credited quarterly and treated as if reinvested in EOG common stock.

As of December 31, [removed: 2024, 461,673] [added: 2025, 478,678] phantom shares had been issued.

The following table sets forth data for EOG's equity compensation plans aggregated by the various plans approved by EOG's stockholders and those plans not approved by EOG's stockholders, in each case as of December 31, [removed: 2024.][added: 2025.]

| Equity Compensation Plans [added: Not] Approved by EOG Stockholders | | | | | | [removed: 2,642,192] [added: 295,322] | | | [removed: (2)] [added: (4)] | | | [removed: $] [added: N/A] | [removed: 79.93] | | | | | [removed: 14,413,459] [added: 61,322] | | | [removed: (3)] [added: (5)] | | |

| Equity Compensation Plans [removed: Not] Approved by EOG Stockholders | | | | | | [removed: 358,846] [added: 1,986,971] | | | [removed: (4)] [added: (2)] | | | [removed: N/A] [added: $] | [added: 66.72] | | | | | [removed: 78,327] [added: 12,242,898] | | | [removed: (5)] [added: (3)] | | |

(1)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock option and SAR grants and does not reflect (i) shares that will be issued upon the vesting of outstanding grants of restricted stock units or the vesting of outstanding grants of [removed: performance units and] restricted stock units with performance-based conditions [removed: (collectively, performance] [added: (performance] units) or (ii) shares that will be issued in respect of issued and outstanding Deferral Plan phantom shares, all of which have no exercise price.

(2)Amount includes (i) [removed: 1,427,293] [added: 808,918] outstanding stock option and SAR grants, (ii) [removed: 655,656] [added: 684,885] outstanding restricted stock units, for which shares of EOG common stock will be issued, on a one-for-one basis, upon the vesting of such grants, and (iii) [removed: 559,243] [added: 493,168] outstanding performance units and assumes, for purposes of this table, (A) the application of a 100% performance multiple upon the completion of each of the remaining performance periods in respect of such grants and (B) accordingly, the issuance, on a one-for-one basis, of an aggregate [removed: 559,243] [added: 493,168] shares of EOG common stock upon the vesting of such grants.

As more fully discussed in Note 7 to Consolidated Financial Statements, upon the application of the relevant performance multiple at the completion of each of the remaining performance periods in respect of such grants, (A) a minimum of 0 and a maximum of [removed: 1,118,486] [added: 986,336] performance units could be outstanding and (B) accordingly, a minimum of 0 and a maximum of [removed: 1,118,486] [added: 986,336] shares of EOG common stock could be issued upon the vesting of such grants.

(3)Consists of (i) [removed: 13,419,099] [added: 11,488,226] shares remaining available for issuance under the 2021 Plan and (ii) [removed: 994,360] [added: 754,672] shares remaining available for purchase under the ESPP.

As noted above, from and after the April 29, 2021 effective date of the 2021 Plan, no further grants have been (or will be) made [removed: from] [added: under] the Amended and Restated 2008 Plan.

(4)Consists of shares of EOG common stock to be issued in accordance with the Deferral Plan and participant deferral elections (i.e., in respect of the [removed: 358,846] [added: 295,322] phantom shares issued and outstanding under the Deferral Plan as of December 31, [removed: 2024).][added: 2025).]

| Total | | | | | | 2,282,293 | | | | | | | | | | | | 12,304,220 | | | | | |

The Deferral Plan is currently EOG's only stock plan that has not been approved by EOG's stockholders.

| Total | | | | | | 3,001,038 | | | | | | | | | | | | 14,491,786 | | | | | |

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2025.][added: 2026.]

The information required by this Item is incorporated by reference from EOG's Definitive Proxy Statement with respect to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than April 30, [removed: 2025.][added: 2026.]

| Management's Responsibility for Financial Reporting | | | [removed: F-[2](#i7a210a0878ed43eeaca78684fc687064_142)] [added: F-[2](#ia7c2ac7303b04ecebc7d120a48ea15ef_142)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[3](#i7a210a0878ed43eeaca78684fc687064_145)] [added: F-[3](#ia7c2ac7303b04ecebc7d120a48ea15ef_145)] | | |

| Consolidated Statements of Income and Comprehensive Income for Each of the Three Years in the Period Ended December 31, [removed: 2024] [added: 2025] | | | [removed: F-[5](#i7a210a0878ed43eeaca78684fc687064_148)] [added: F-[7](#ia7c2ac7303b04ecebc7d120a48ea15ef_148)] | | |

| Consolidated Balance Sheets - December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: F-[6](#i7a210a0878ed43eeaca78684fc687064_151)] [added: F-[8](#ia7c2ac7303b04ecebc7d120a48ea15ef_151)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2024] [added: 2025] | | | [removed: F-[7](#i7a210a0878ed43eeaca78684fc687064_154)] [added: F-[9](#ia7c2ac7303b04ecebc7d120a48ea15ef_154)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2024] [added: 2025] | | | [removed: F-[8](#i7a210a0878ed43eeaca78684fc687064_157)] [added: F-[10](#ia7c2ac7303b04ecebc7d120a48ea15ef_157)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i7a210a0878ed43eeaca78684fc687064_160)] [added: F-[11](#ia7c2ac7303b04ecebc7d120a48ea15ef_160)] | | |

| Supplemental Information to Consolidated Financial Statements | | | [removed: F-[34](#i7a210a0878ed43eeaca78684fc687064_235)] [added: F-[41](#ia7c2ac7303b04ecebc7d120a48ea15ef_232)] | | |

EOG's management assessed the effectiveness of EOG's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment and those criteria, management believes that EOG maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of EOG Resources, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

Proved Oil and Gas Properties [removed: and Depletion] — Crude Oil, NGL and Natural Gas Reserves — Refer to Note 1 to the Financial Statements

The Company’s proved oil and gas properties are depleted using the units of production method based on estimated proved crude oil, natural gas liquids (NGLs), and natural gas reserves (proved [removed: reserves).][added: reserves) and reviewed for impairment whenever events and circumstances indicate a possible decline in the recoverability of the carrying amount may have occurred, by comparing the carrying amount of the proved oil and natural gas properties to the estimated undiscounted future net cash flows, derived in part from the underlying proved reserves.]

The development of the Company’s estimated [removed: proved] reserves volumes requires management to make significant estimates including [added: calculating] the [added: best estimate of future production, and the] Company’s ability to convert proved undeveloped reserves to producing properties within five years of their initial reporting to the Securities and Exchange Commission.

The Company’s reserve engineers estimate [removed: proved] reserves quantities using [removed: these estimates along with estimates and assumptions related to] [added: geological,] engineering [removed: data.][added: and economic data for each reservoir.]

Changes in these estimates and assumptions could materially affect the [removed: estimated quantities of the Company’s proved reserves, which in turn could have a significant impact on the] amount of depletion [removed: expense.][added: expense and the proved oil and natural gas properties impairment evaluations.]

Given the significant judgments made by management, performing audit procedures to evaluate the Company’s estimated [removed: proved] reserve quantities, including management’s estimates and assumptions related to [added: the best estimate of future production and] converting proved undeveloped reserves to producing properties within five years, required a high degree of auditor judgment and an increased extent of effort.

Our audit procedures related to management’s significant judgments and assumptions related to [removed: proved] reserve [removed: quantities and] [added: quantities, including] converting proved undeveloped reserves to producing properties within five years included the following, among others:

- We evaluated the Company’s estimated [removed: proved] reserves and reasonableness of management’s five-year development plan by:

◦Comparing the forecasts for [added: converting] proved undeveloped reserves to producing properties to [removed: evaluate] historical conversion rates

[removed: ◦Comparing the forecasts to] [added: ◦Considering] information included in Company press releases as well as in analyst and industry reports for the Company [removed: and certain of its peer companies]

| Year Ended December 31 | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Crude Oil and Condensate | | | $ | [removed: 13,921] [added: 12,501] | | | | | $ | [removed: 13,748] [added: 13,921] | | | | | $ | [removed: 16,367] [added: 13,748] | |

| Natural Gas Liquids | | | [removed: 2,106] [added: 2,376] | | | | | | [removed: 1,884] [added: 2,106] | | | | | | [removed: 2,648] [added: 1,884] | | |

| Natural Gas | | | [removed: 1,551] [added: 2,791] | | | | | | [removed: 1,744] [added: 1,551] | | | | | | [removed: 3,781] [added: 1,744] | | |

| Gains [removed: (Losses)] on Mark-to-Market Financial Commodity and Other Derivative Contracts, Net | | | [removed: 204] [added: 13] | | | | | | [removed: 818] [added: 204] | | | | | | [removed: (3,982)] [added: 818] | | |

| Gathering, Processing and Marketing | | | [removed: 5,800] [added: 4,914] | | | | | | [removed: 5,806] [added: 5,800] | | | | | | [removed: 6,696] [added: 5,806] | | |

| Gains [added: (Losses)] on Asset Dispositions, Net | | | [removed: 16] [added: (35)] | | | | | | [removed: 95] [added: 16] | | | | | | [removed: 74] [added: 95] | | |

| Other, Net | | | [removed: 100] [added: 72] | | | | | | [removed: 91] [added: 100] | | | | | | [removed: 118] [added: 91] | | |

| Total | | | [removed: 23,698] [added: 22,632] | | | | | | [removed: 24,186] [added: 23,698] | | | | | | [removed: 25,702] [added: 24,186] | | |

| Lease and Well | | | [removed: 1,572] [added: 1,675] | | | | | | [removed: 1,454] [added: 1,572] | | | | | | [removed: 1,331] [added: 1,454] | | |

| Gathering, Processing and Transportation Costs | | | [removed: 1,722] [added: 2,134] | | | | | | [removed: 1,620] [added: 1,722] | | | | | | [removed: 1,587] [added: 1,620] | | |

| Exploration Costs | | | [removed: 174] [added: 236] | | | | | | [removed: 181] [added: 174] | | | | | | [removed: 159] [added: 181] | | |

| Dry Hole Costs | | | [removed: 14] [added: 49] | | | | | | [removed: 1] [added: 14] | | | | | | [removed: 45] [added: 1] | | |

| February 24, 2026 | | | | | | | | |

Critical Audit Matters

Management’s Determination of Fair Value — Valuation of Oil and Gas Properties — Refer to Notes 1, 13, 14 and 16 to the Financial Statements

The Company’s determination of the fair value of their oil and gas properties, inclusive of acquired oil and natural gas properties, requires management to make significant estimates and apply a high level of judgement.

In doing so, management has utilized the income valuation technique which incorporates several business and market assumptions which are highly subjective and require a high level of judgement and estimation.

As described in Note 16 to the financial statements, on August 1, 2025 the Company acquired Encino Acquisition Partners, LLC (“Encino”) in an acquisition accounted for as a business combination, and as described in Notes 13 and 14 to the financial statements the Company recorded impairments of certain proved oil and gas properties which had an impairment indicator at year end, which required the applicable oil and gas properties to be measured at their fair values as of the respective measurement dates.

Management applied significant judgment in estimating the fair value of oil and gas properties acquired in the acquisition of Encino, which involved the use of discounted cash flow models that incorporated estimates of future production volumes from the related estimates of reserves, future oil, NGL and natural gas prices, reserve adjustment factors and a weighted average cost of capital rate.

At December 31, 2025, certain of the Company's proved oil and natural gas properties were reduced to their respective fair value, resulting in an impairment to their respective carrying value, which was included in impairments within the consolidated statements of income and comprehensive income.

When an impairment indicator is identified, the Company compares the estimated undiscounted future net cash flows from the applicable oil, NGL and natural gas reserves to the carrying amount of the proved oil and natural gas properties at a depletion group level to determine if the carrying amount is recoverable.

If the carrying amount of the proved oil and natural gas properties exceeds the undiscounted future net cash flows, the Company will adjust the carrying value to fair value.

Management estimated the fair value of the certain proved oil and natural gas properties which had an impairment indicator at year end using discounted cash flow models which incorporates estimates of future production volumes from the related estimates of proved reserves, future oil, NGL and natural gas prices and the application of a weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the valuation of certain crude oil and natural gas assets in the acquisition of Encino, and certain oil and gas properties which had an impairment indicator at year end, is a critical audit matter are (i) the significant judgments made by management, including estimated oil and gas reserves as discussed in the previous Critical Audit Matter, as well the estimates of future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating significant assumptions of the nature discussed in the previous Critical Audit Matter, as well as assumptions used in the discounted cash flow model related to estimated future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

*How the Critical Audit Matter Was Addressed in the Audit*

In addition to the procedures specified in the previous Critical Audit Matter, our audit procedures related to management’s significant judgments and assumptions related to future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate included the following, among others:

- We tested the design, implementation, and operating effectiveness of controls related to the Company’s assumptions related to estimates of future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate used to estimate the value of the applicable oil and gas properties

- We evaluated the appropriateness of the business assumptions and accounting assumptions in line with the applicable financial reporting framework, as well as assessed the acceptability of the underlying data

- We evaluated the appropriateness of the discounted cash flow models by:

◦Testing the completeness and accuracy of underlying data used in the discounted cash flow models

◦Evaluating the reasonableness of significant assumptions used by management related to estimates of future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate

◦Utilizing professionals with specialized skill and knowledge to assist in the evaluation of the discounted cash flow models, including future oil, NGL and natural gas prices, reserve adjustment factors and the weighted average cost of capital rate used

February 24, 2026

| At December 31 | | | 2025 | | | | | | 2024 | | |

| Treasury Stock Repurchased | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,526) | | | | | | (2,526) | | |

| Balance at December 31, 2025 | | | $ | 206 | | | | | $ | 6,027 | | | | | $ | (7) | | | | | $ | 29,765 | | | | | $ | (6,158) | | | | | $ | 29,833 | |

| Year Ended December 31 | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Impairments | | | 843 | | | | | | 391 | | | | | | 202 | | |

| Acquisition of Encino Acquisition Partners, LLC, Net of Cash Acquired | | | (4,451) | | | | | | — | | | | | | — | | |

*Business Combinations.* EOG accounts for business combinations under the Business Combinations Topic of the Financial Accounting Standards Board's (FASB) Accounting Standards Codification (ASC 805), which requires identifiable assets acquired and liabilities assumed to be recognized at their acquisition date fair values.

See Note 16 for further discussion of the Encino Acquisition Partners, LLC (Encino) acquisition.

In April 2024, the SEC voluntarily stayed the rules pending judicial review.

The rules have since been stayed in abeyance by the U.S. Court of Appeals for the Eighth Circuit until such time as the SEC reconsiders the challenged rules by notice-and-comment rulemaking or renews its defense of the rules.

EOG will continue to monitor these developments.

| | | | 2025 | | | | | | 2024 | | |

| 4.400% Senior Notes due 2028 | | | 500 | | | | | | — | | |

| 4.400% Senior Notes due 2031 | | | 750 | | | | | | — | | |

| 5.000% Senior Notes due 2032 | | | 1,250 | | | | | | — | | |

| 5.350% Senior Notes due 2036 | | | 1,250 | | | | | | — | | |

| 5.950% Senior Notes due 2055 | | | 750 | | | | | | — | | |

On July 1, 2025, EOG closed on its offering of $500 million aggregate principal amount of its 4.400% Senior Notes due 2028, $1.25 billion aggregate principal amount of its 5.000% Senior Notes due 2032, $1.25 billion aggregate principal amount of its 5.350% Senior Notes due 2036 and $500 million aggregate principal amount of its 5.950% Senior Notes due 2055 (collectively, the July Notes).

Interest on the July Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 27, 2025 | | | | | | | | |

The proved oil and gas properties balance, net was $26.2 billion as of December 31, 2024, and depletion expense was $3.8 billion for the year then ended.

February 27, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | $ | 206 | | | | | $ | 6,087 | | | | | $ | (12) | | | | | $ | 15,919 | | | | | $ | (20) | | | | | $ | 22,180 | |

| Other Investing Activities | | | — | | | | | | — | | | | | | (30) | | |

In addition, EOG is executing an abandonment and reclamation program in Canada.

*Segment Reporting.* Effective January 1, 2024, EOG adopted the provisions of Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 820)," which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

*Change in Presentation.* Effective January 1, 2024, EOG combined Transportation Costs and Gathering and Processing Costs into one line item titled Gathering, Processing and Transportation Costs within the Consolidated Statements of Income and Comprehensive Income.

This presentation has been conformed for all periods presented and had no impact on previously reported Net Income.

In April 2024, however, the SEC voluntarily issued an administrative stay of the implementation of the rules, pending judicial review, and, in February 2025, requested the court to pause further judicial proceedings regarding the rules, pending the SEC's determination of the appropriate next steps.

At December 31, 2024, EOG was in compliance with this financial covenant.

| Balance at December 31, 2021 | | | 585,522 | | | | | | (257) | | | | | | 585,265 | | |

| Common Stock Issued Under Stock-Based Compensation Plans | | | 2,674 | | | | | | — | | | | | | 2,674 | | |

| Treasury Stock Issued Under Stock-Based Compensation Plans | | | — | | | | | | 554 | | | | | | 554 | | |

(2) Represents shares that were repurchased under the Share Repurchase Authorization and/or that were withheld by or returned to EOG (i) in satisfaction of tax withholding obligations that arose upon the exercise of employee stock options or SARs 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.

| December 31, 2022 | | | $ | (7) | | | | | $ | (1) | | | | | $ | (8) | |

| December 31, 2023 | | | (8) | | | | | | (1) | | | | | | (9) | | |

Other income, net for 2022 included interest income ($85 million) and equity income from investments in ammonia plants in Trinidad ($46 million), partially offset by an upward adjustment to deferred compensation expense ($15 million).

| Corporate Alternative Minimum Tax | | | — | | | | | | (212) | | |

| Total | | | $ | 8,218 | | | | | $ | 9,689 | | | | | $ | 9,901 | |

As of December 31, 2024, EOG has state income tax NOLs of approximately $1.8 billion.

Certain state income tax NOLs have an indefinite carryforward and all others expire between 2025 and 2041.

EOG also has foreign income tax NOLs of approximately $430 million.

Certain foreign income tax NOLs can be carried forward up to 20 years and all others have an indefinite carryforward.

EOG accrued corporate alternative minimum tax (CAMT) of $212 million in 2023 which resulted in a tax credit that could be carried forward indefinitely to offset future regular federal income taxes.

Prior to EOG filing its consolidated 2023 U.S. federal income tax return, the Internal Revenue Service issued additional guidance in the form of proposed CAMT regulations.

EOG relied on this guidance and, as a result, the 2023 CAMT liability and associated tax credit carryforward decreased by $136 million.

EOG utilized the remaining $76 million of the CAMT credit carryforward to reduce its regular federal income tax liability in 2024.

The Inflation Reduction Act of 2022, among other things, allows a taxpayer to purchase transferable tax credits.

EOG does not expect its unrecognized tax benefits to change significantly in the next twelve months.

EOG's earliest open tax years in its principal jurisdictions are generally as follows: U.S. federal (2021), Trinidad (2016), Canada (2020), Oman (2021) and Australia (2021).

| 2025 | | | $ | 1,520 | |

| 2026 | | | 1,062 | | |

| 2027 | | | 933 | | |

| 2028 | | | 691 | | |

| 2029 | | | 581 | | |