8-KMaterial AgreementsExhibits & Filings

EOG RESOURCES INC 8-K Report, Material Agreement (Jun 20, 2025)

Filed June 20, 2025For Securities:EOG

Summary

EOG Resources, Inc. (EOG) announced the entry into a material definitive agreement through an underwriting agreement on June 16, 2025, related to a significant notes offering. The company is issuing an aggregate of $3.75 billion in senior notes across multiple maturities: $500 million in 4.400% Senior Notes due 2028, $1.25 billion in 5.000% Senior Notes due 2032, $1.25 billion in 5.350% Senior Notes due 2036, and $500 million in 5.950% Senior Notes due 2055. These notes are being offered under EOG's shelf registration statement and are expected to close on July 1, 2025, subject to customary conditions. This substantial debt issuance indicates EOG's strategy to potentially fund operations, capital expenditures, or refinance existing debt. Investors should note the varying coupon rates across the different tranches, reflecting market conditions and the respective maturities. The underwriting is being managed by a syndicate of prominent financial institutions, including Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Scotia Capital (USA) Inc. The filing also references customary representations, warranties, and indemnification provisions within the underwriting agreement, as well as potential ongoing business relationships between EOG and the underwriters.

Key Highlights

  • 1EOG Resources Inc. has entered into an underwriting agreement for a significant notes offering totaling $3.75 billion.
  • 2The offering includes four tranches of senior notes with varying interest rates and maturity dates: 4.400% due 2028 ($500M), 5.000% due 2032 ($1.25B), 5.350% due 2036 ($1.25B), and 5.950% due 2055 ($500M).
  • 3The notes offering is expected to close on July 1, 2025, pending customary closing conditions.
  • 4The issuance is being made under EOG's shelf registration statement on Form S-3.
  • 5Key underwriters for the offering include Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Scotia Capital (USA) Inc.
  • 6The underwriting agreement contains standard provisions for representations, warranties, indemnification, and contribution.
  • 7Underwriters and their affiliates may have existing or future financial relationships with EOG in the ordinary course of business.

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