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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2024 Annual Report, EOG maintains various stock-based compensation plans. Stock-based compensation expense is included on the Condensed Consolidated Statements of Income and Comprehensive Income based upon the job function of the employees receiving the grants as follows (in millions):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Lease and Well | $ | 20 |  |  | $ | 22 |  |  | $ | 55 |  |  | $ | 50 |
Gathering, Processing and Transportation Costs | 1 |  |  | 2 |  |  | 4 |  |  | 5 |
Exploration Costs | 7 |  |  | 8 |  |  | 21 |  |  | 20 |
General and Administrative | 25 |  |  | 26 |  |  | 76 |  |  | 73 |
Total | $ | 53 |  |  | $ | 58 |  |  | $ | 156 |  |  | $ | 148 |
At September 30, 2025, approximately 12 million common shares remained available for grant under the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Plan). EOG's policy is to issue shares related to the 2021 Plan grants from previously authorized unissued shares or treasury shares to the extent treasury shares are available. Stock Options and Stock-Settled Stock Appreciation Rights and Employee Stock Purchase Plan. The fair value of stock option grants and of stock-settled stock appreciation rights (SARs) grants was estimated using the Hull-White II binomial option pricing model. The fair value of Employee Stock Purchase Plan (ESPP) grants is estimated using the Black-Scholes-Merton model. Stock-based compensation expense related to stock option, SAR and ESPP grants totaled $1 million and $8 million for the three months ended September 30, 2025 and 2024, respectively, and $4 million and $17 million for the nine months ended September 30, 2025 and 2024, respectively. EOG has not granted any stock options or SARs since February 2022. Restricted Stock and Restricted Stock Units. Employees may be granted restricted (non-vested) stock and/or restricted stock units without cost to them. Stock-based compensation expense related to restricted stock and restricted stock units totaled $50 million and $39 million for the three months ended September 30, 2025 and 2024, respectively, and $145 million and $113 million for the nine months ended September 30, 2025 and 2024, respectively. The following table sets forth restricted stock and restricted stock unit transactions for the nine-month periods ended September 30, 2025 and 2024 (shares and units in thousands):
| Nine Months Ended September 30, 2025 |  | Nine Months Ended September 30, 2024
| Number of Shares and Units |  | Weighted Average Grant Date Fair Value |  | Number of Shares and Units |  | Weighted Average Grant Date Fair Value
Outstanding at January 1 | 4,699 |  |  | $ | 122.64 |  |  | 4,364 |  |  | $ | 111.24 |
Granted | 2,083 |  |  | 117.58 |  |  | 1,822 |  |  | 122.35 |
Released (1) | (1,355) |  |  | 113.54 |  |  | (1,264) |  |  | 85.21 |
Forfeited | (131) |  |  | 123.77 |  |  | (143) |  |  | 113.78 |
Outstanding at September 30 (2) | 5,296 |  |  | $ | 122.94 |  |  | 4,779 |  |  | $ | 122.28 |
(1)The total intrinsic value of restricted stock and restricted stock units released during the nine months ended September 30, 2025 and 2024, was $154 million and $155 million, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the restricted stock and restricted stock units are released. (2)The total intrinsic value of restricted stock and restricted stock units outstanding at September 30, 2025 and 2024, was $594 million and $588 million, respectively. At September 30, 2025, unrecognized compensation expense related to restricted stock and restricted stock units totaled $434 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.1 years. Performance Units. EOG grants restricted stock units with performance-based conditions (Performance Units) annually to its executive officers and from time to time to other officers, without cost to them. For the grants made prior to September 2022, as more fully discussed in the grant agreements, the applicable performance metric is EOG's total shareholder return (TSR) over a three-year performance period (Performance Period) relative to the TSR over the same period of a designated group of peer companies. Upon the application of the applicable performance multiple at the completion of the Performance Period, a minimum of 0% and a maximum of 200% of the Performance Units granted could be outstanding. For the grants made beginning in September 2022, as more fully discussed in the grant agreements, the applicable performance metrics are 1) EOG's TSR over the Performance Period relative to the TSR over the same period of a designated group of peer companies and 2) EOG's average return on capital employed (ROCE) over the Performance Period. At the end of the Performance Period, a performance multiple based on EOG's relative TSR ranking will be determined, with a minimum performance multiple of 0% and a maximum performance multiple of 200%. A specified modifier ranging from -70% to +70% will then be applied to the performance multiple based on EOG's average ROCE over the Performance Period, provided that in no event shall the performance multiple, after applying the ROCE modifier, be less than 0% or exceed 200%. Furthermore, if EOG's TSR over the Performance Period is negative (i.e., less than 0%), the performance multiple will be capped at 100%, regardless of EOG's relative TSR ranking or average ROCE over the Performance Period. The fair value of the Performance Units is estimated using a Monte Carlo simulation. Stock-based compensation expense related to the Performance Unit grants totaled $2 million for both the three-month periods ended September 30, 2025 and 2024, and $7 million and $9 million for the nine-month periods ended September 30, 2025 and 2024, respectively. The following table sets forth the Performance Unit transactions for the nine-month periods ended September 30, 2025 and 2024 (units in thousands):
| Nine Months Ended September 30, 2025 |  | Nine Months Ended September 30, 2024
| Number of Units |  | Weighted Average Grant Date Fair Value |  | Number of Units |  | Weighted Average Grant Date Fair Value
Outstanding at January 1 | 559 |  |  | $ | 119.05 |  |  | 630 |  |  | $ | 95.49 |
Granted | 147 |  |  | 122.70 |  |  | 109 |  |  | 130.31 |
Granted for Performance Multiple (1) | 54 |  |  | 96.61 |  |  | — |  |  | — |
Released (2) | (267) |  |  | 96.61 |  |  | (45) |  |  | 43.33 |
Forfeited for Performance Multiple (3) | — |  |  | — |  |  | (135) |  |  | 43.33 |
Outstanding at September 30 (4) | 493 |  | (5) | $ | 129.87 |  |  | 559 |  |  | $ | 119.05 |
(1)Upon completion of the Performance Period for the Performance Units granted in 2021, a performance multiple of 125% was applied to each of the grants resulting in additional grants of Performance Units in February 2025. (2)The total intrinsic value of Performance Units released was $34 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively. The intrinsic value is based upon the closing price of the Common Stock on the date the Performance Units are released. (3)Upon completion of the Performance Period for the Performance Units granted in 2020, a performance multiple of 25% was applied to each of the grants resulting in a forfeiture of Performance Units in February 2024. (4)The total intrinsic value of Performance Units outstanding at September 30, 2025 and 2024, was $55 million and $69 million, respectively. (5)Upon the application of the relevant performance multiple at the completion of each of the remaining Performance Periods, a minimum of zero and a maximum of 986 Performance Units could be outstanding. At September 30, 2025, unrecognized compensation expense related to Performance Units totaled $32 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 2.0 years.

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