EOG Resources To Acquire Encino Acquisition Partners From CPP Investments And Encino Energy, Strengthening Premier Utica Asset; Increases Regular Dividend 5%

EOG Resources, Inc. (EOG) today announced a definitive agreement with Canada Pension Plan Investment Board (CPP) and Encino Energy under which EOG will acquire Encino Acquisition Partners (EAP or Encino) for $5.6B, inclusive of EAP’s net debt. EOG currently expects to fund the acquisition through $3.5B of debt and $2.1B of cash on hand.

“This acquisition combines large, premier acreage positions in the Utica, creating a third foundational play for EOG alongside our Delaware Basin and Eagle Ford assets,” said Ezra Y. Yacob, Chairman and Chief Executive Officer of EOG. “Encino’s acreage improves the quality and depth of our Utica position, expanding EOG’s multi-basin portfolio to more than 12 billion barrels of oil equivalent net resource.

“We are excited to execute on this unique opportunity that is immediately accretive to our pershare metrics and meets our strict criteria for acquisitions - high quality acreage with exploration upside, competitive with our current inventory, gained at an attractive price,” continued Yacob. “Our ability to execute on the Encino acquisition without diluting our shareholders will be a textbook example of how EOG utilizes its industry leading balance sheet to take advantage of counter cyclical opportunities to enhance the returns of our business and create long-term value for our shareholders.”

Transaction Highlights

• Transforms EOG into a leading Utica E&P – The acquisition of Encino’s 675,000 net core acres significantly increases EOG’s Utica position to a combined 1,100,000 net acres, representing more than two billion barrels oil equivalent of undeveloped net resource. Pro forma production totals 275,000 barrels of oil equivalent per day creating a leading producer in the Utica shale play.
• Accretive financial metrics – The transaction is immediately accretive to EOG’s net asset value as well as all per-share financial metrics. Specifically, the acquisition is accretive on an annualized basis to 2025 EBITDA by 10%, and cash flow from operations and free cash flow by 9%.
• Immediate returns-enhancing benefits: significantly expands EOG’s contiguous liquidsrich acreage, adds premium-priced gas exposure, and increases working interest – The acquisition expands EOG’s core acreage in the volatile oil window, which averages 65% liquids production, by 235,000 net acres for a combined contiguous position of 485,000 net acres. In the natural gas window, the acquisition adds 330,000 net acres along with existing natural gas production with firm transportation exposed to premium end markets. In the northern acreage, where the company has delivered outstanding well results, EOG increases its existing average working interest by more than 20%.
• Operational expertise and increased scale drive meaningful synergies – EOG expects to generate more than $150M of synergies in the first year driven by lower capital, operating, and debt financing costs.
• Supports return of capital to shareholders with 5% dividend increase, while maintaining industry leading balance sheet – The acquisition’s accretion to free cash flow contributes to EOG’s commitment to return cash to shareholders. The Board of Directors today declared a dividend of $1.02 per share on EOG’s common stock. The dividend will be payable October 31, 2025, to stockholders of record as of October 17, 2025. The indicated annual rate is $4.08. EOG remains committed to a strong balance sheet and expects the acquisition will have no material impact on its long-term target of less than one times total debt-to-EBITDA ratio at bottom cycle prices of $45 WTI oil.

Details regarding the acquisition’s impact to EOG’s 2025 capital and volume guidance will be provided after closing, which is expected to occur in the second half of 2025. The acquisition is subject to clearance under the Hart-Scott-Rodino Act and other customary closing conditions.

Conference Call Webcast and Acquisition Presentation
EOG will host a conference call to discuss the acquisition via live audio webcast at 8 a.m. Central time (9 a.m. Eastern time) on Friday, May 30, 2025. Please visit the Investors/Events & Presentations page on the EOG website to access a live webcast of the conference call and related presentation materials. A replay of the webcast will be available on EOG’s website for one year.

Advisors
Goldman Sachs & Co. LLC is serving as EOG’s exclusive financial advisor, and its affiliate, Goldman Sachs Bank USA, is the sole provider of fully committed financing. Wachtell, Lipton, Rosen & Katz is serving as EOG’s lead legal advisor. Akin Gump Strauss Hauer & Feld LLP is also serving as legal counsel to EOG.

About EOG Resources
EOG Resources, Inc. is one of the largest crude oil and natural gas exploration and production companies in the United States with proved reserves in the United States and Trinidad. For more information, visit www.eogresources.com.