EOG RESOURCES INC false 0000821189 0000821189 2025-05-30 2025-05-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2025 (May 30, 2025)

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 1-9743 |  | 47-0684736
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | EOG |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EOG RESOURCES, INC.

Item 7.01 | Regulation FD Disclosure.

On May 30, 2025, EOG Resources, Inc. (EOG) issued a press release regarding EOG’s pending acquisition of Encino Acquisition Partners, LLC (Encino Acquisition). The press release regarding the Encino Acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on May 30, 2025, EOG posted to its corporate website an investor presentation regarding the Encino Acquisition. The investor presentation regarding the Encino Acquisition is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. This report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1 and 99.2.

Item 9.01 | Financial Statements and Exhibits.

(d) |  | Exhibits
*99.1 |  | Press release of EOG Resources, Inc. dated May 30, 2025.
*99.2 |  | Investor presentation of EOG Resources, Inc. posted to its corporate website on May 30, 2025.
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL).

* | Exhibits filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  |  |  | EOG RESOURCES, INC. (Registrant)
Date: May 30, 2025 |  |  |  | By: |  | /s/ Ann D. Janssen
|  |  |  |  |  | Ann D. Janssen
|  |  |  |  |  | Executive Vice President and Chief Financial Officer
|  |  |  |  |  | (Principal Financial Officer and Duly Authorized Officer)

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