As more fully discussed in Note 7 to the Consolidated Financial Statements included in EOG's 2023 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):

At March 31, 2024, approximately 15 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 is 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 $4 million and $6 million during the three months ended March 31, 2024 and 2023, respectively.

EOG did not grant any stock options or SARs during the three-month periods ended March 31, 2024 and 2023. Weighted average fair values and valuation assumptions used to value ESPP grants during the three-month periods ended March 31, 2024 and 2023 are as follows:


	ESPP
	Three Months Ended March 31,
	2024			2023
Weighted Average Fair Value of Grants	$	26.10		$	32.31
Expected Volatility	27.58		%	42.97		%
Risk-Free Interest Rate	5.11		%	4.66		%
Dividend Yield	2.91		%	2.47		%
Expected Life	0.5 years			0.5 years

Expected volatility is based on an equal weighting of historical volatility and implied volatility from traded options in EOG's common stock. The risk-free interest rate is based upon United States Treasury yields in effect at the time of grant. The expected life is based upon historical experience and contractual terms of ESPP grants.


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	Number of Stock Options/SARs	Weighted Average Exercise Price		Number of Stock Options/SARs	Weighted Average Exercise Price
Outstanding at January 1	2,843	$	79.22	4,225	$	77.49
Exercised (1)	(208)	59.16		(175)	77.08
Forfeited	(16)	79.54		(31)	79.83
Outstanding at March 31 (2)	2,619	$	80.80	4,019	$	77.49
Vested or Expected to Vest (3)	2,574	$	80.79	3,875	$	77.86
Exercisable at March 31 (4)	2,074	$	80.54	2,294	$	84.89

(1)The total intrinsic value of stock options/SARs exercised during the three months ended March 31, 2024 and 2023 was $13 million and $8 million, respectively. The intrinsic value is based upon the difference between the market price of EOG's common stock on the date of exercise and the exercise price of the stock options/SARs.

(2)The total intrinsic value of stock options/SARs outstanding at March 31, 2024 and 2023 was $123 million and $155 million, respectively. At March 31, 2024 and 2023, the weighted average remaining contractual life was 3.1 years and 3.9 years, respectively.

(3)The total intrinsic value of stock options/SARs vested or expected to vest at March 31, 2024 and 2023 was $121 million and $149 million, respectively. At March 31, 2024 and 2023, the weighted average remaining contractual life was 3.0 years and 3.8 years, respectively.

(4)The total intrinsic value of stock options/SARs exercisable at March 31, 2024 and 2023 was $98 million and $74 million, respectively. At March 31, 2024 and 2023, the weighted average remaining contractual life was 2.7 years and 2.9 years, respectively.

At March 31, 2024, unrecognized compensation expense related to non-vested stock option, SAR and ESPP grants totaled $11 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 0.5 years.

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 $37 million and $25 million for the three months ended March 31, 2024 and 2023, respectively.


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	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	4,364	$	111.24	4,113	$	80.77
Granted	60	116.42		36	122.34
Released (1)	(91)	96.26		(38)	55.23
Forfeited	(78)	113.86		(42)	84.23
Outstanding at March 31 (2)	4,255	$	111.58	4,069	$	81.33

(1)The total intrinsic value of restricted stock and restricted stock units released during the three months ended March 31, 2024 and 2023, was $11 million and $4 million, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the restricted stock and restricted stock units are released.

At March 31, 2024, unrecognized compensation expense related to restricted stock and restricted stock units totaled $320 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.6 years.

Performance Units. EOG grants Performance Units annually to its executive 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 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 three-year 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 a three-year 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 three-year performance period. At the end of the three-year 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 three-year 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 three-year 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 three-year average ROCE.

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 $4 million and $3 million for the three months ended March 31, 2024 and 2023, respectively.


	Three Months Ended March 31, 2024				Three Months Ended March 31, 2023
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units	Weighted Average Grant Date Fair Value
Outstanding at January 1	630		$	95.49	688	$	83.82
Granted	6		125.28		—	—
Released (1)	(45)		43.33		(86)	79.98
Forfeited for Performance Multiple (2)	(135)		43.33		(86)	79.98
Outstanding at March 31 (3)	456	(4)	$	116.45	516	$	85.10

(1)The total intrinsic value of Performance Units released was $5 million and $10 million for the three months ended March 31, 2024 and 2023, respectively. The intrinsic value is based upon the closing price of EOG's common stock on the date the Performance Units are released.

(2)Upon completion of the Performance Period for the Performance Units granted in 2020 and 2019, a performance multiple of 25% and 50% was applied to each of the grants resulting in a forfeiture of Performance Units in February 2024 and February 2023, respectively.

At March 31, 2024, unrecognized compensation expense related to Performance Units totaled $14 million. Such unrecognized expense will be amortized on a straight-line basis over a weighted average period of 1.9 years.