Filed Pursuant to Rule 433
Registration No. 333-283988
Free Writing Prospectus Dated June 16, 2025
EOG Resources, Inc.
Pricing Term Sheet
$500,000,000 4.400% Senior Notes due 2028 (“2028 Notes”)
$1,250,000,000 5.000% Senior Notes due 2032 (“2032 Notes”)
$1,250,000,000 5.350% Senior Notes due 2036 (“2036 Notes”)
$500,000,000 5.950% Senior Notes due 2055 (“2055 Notes”)
Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the preliminary prospectus supplement dated June 16, 2025.
| Issuer: | EOG Resources, Inc. | |||||||
| Ratings*: | Moody’s: A3 (stable) S&P: A- (stable) | |||||||
| Trade Date: | June 16, 2025 | |||||||
| Settlement Date**: | July 1, 2025 (T+10) | |||||||
| Interest Payment Dates: | January 15 and July 15 of each year, commencing January 15, 2026 | |||||||
| 2028 Notes | 2032 Notes | 2036 Notes | 2055 Notes | |||||
| Principal Amount: |
$500,000,000 | $1,250,000,000 | $1,250,000,000 | $500,000,000 | ||||
| Maturity Date: |
July 15, 2028 | July 15, 2032 | January 15, 2036 | July 15, 2055 | ||||
| Coupon: |
4.400% | 5.000% | 5.350% | 5.950% | ||||
| Benchmark Treasury: |
3.875% due June 15, 2028 | 4.125% due May 31, 2032 | 4.250% due May 15, 2035 | 4.625% due February 15, 2055 | ||||
| Benchmark Treasury Yield: |
3.934% | 4.235% | 4.460% | 4.970% | ||||
| Spread to Benchmark Treasury: |
+50 basis points | +80 basis points | +90 basis points | +100 basis points | ||||
| Yield to Maturity: |
4.434% | 5.035% | 5.360% | 5.970% | ||||
| Price to Public: |
99.902% of Principal Amount |
99.792% of Principal Amount |
99.917% of Principal Amount |
99.719% of Principal Amount | ||||
| Optional Redemption: | ||||||||
| Make-whole Call: |
If before June 15, 2028, treasury rate plus 10 basis points | If before May 15, 2032, treasury rate plus 15 basis points | If before October 15, 2035, treasury rate plus 15 basis points | If before January 15, 2055, treasury rate plus 15 basis points | ||||
| Par Call: |
At any time on or after June 15, 2028 | At any time on or after May 15, 2032 | At any time on or after October 15, 2035 | At any time on or after January 15, 2055 | ||||
| Special Mandatory Redemption: | If (i) the consummation of the Encino Acquisition does not occur on or before the later of (a) May 30, 2026 and (b) the date that is five business days after the date to which the outside date under the Purchase Agreement may be extended (such later date, the “Outside Date”), (ii) prior to the Outside Date, the Purchase Agreement is terminated or (iii) the Issuer otherwise notifies the trustee in writing that the Issuer will not pursue the consummation of the Encino Acquisition, the Issuer will be required to redeem the 2028 Notes and the 2055 Notes at a redemption price equal to 101% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. The 2032 Notes and the 2036 Notes will not be subject to Special Mandatory Redemption. | |||||||
| CUSIP/ISIN: | 26875P AX9 / US26875PAX96 | 26875P AY7 / US26875PAY79 | 26875P AZ4 / US26875PAZ45 | 26875P BA8 / US26875PBA84 | ||||
| Joint Book-Running Managers: | Goldman Sachs & Co. LLC BofA Securities, Inc. J.P. Morgan Securities LLC Scotia Capital (USA) Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC Barclays Capital Inc. | |||||||
| Co-Manager: | M&T Securities, Inc. | |||||||
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
| ** | It is expected that delivery of the notes will be made against payment therefor on or about July 1, 2025, which is the tenth business day following the Trade Date (such settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to one business day before the Settlement Date will be required to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman Sachs & Co. LLC at 1-866-471-2526 (toll-free), BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at (212) 834-4533 or Scotia Capital (USA) Inc. at 1-800-372-3930.
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