Published
# Exxon Mobil Corporation (XOM) — Narrative, FY26Q1 Sources: Annual Report on Form 10-K for fiscal year 2025 (period ended December 31, 2025), filed February 18, 2026, accession 0000034088-26-000045; Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed May 4, 2026, accession 0000034088-26-000067; and Current Reports on Form 8-K as cited. --- ## Business *From the FY2025 Form 10-K, accession 0000034088-26-000045.* Exxon Mobil Corporation was incorporated in New Jersey in 1882 and operates or markets products in the United States and most other countries. The principal business is exploration for and production of crude oil and natural gas; the manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and specialty products; and the pursuit of lower-emission and other new businesses — carbon capture and storage, hydrogen and ammonia, lower-emission fuels, Proxxima resin systems, carbon materials, low-carbon data centers, and lithium. Affiliates trade under the ExxonMobil, Exxon, Esso, Mobil and XTO names. **Organizational structure.** The company is run as three businesses — Upstream, Product Solutions, and Low Carbon Solutions — aligned to market-focused value chains, supported by centralized service-delivery groups (Global Projects, Technology and Engineering, Global Operations, Sustainability, Global Trading, Supply Chain, Global Business Solutions). **Four reportable segments:** - **Upstream** — exploration and production. FY2025 production averaged 4.736 million oil-equivalent barrels per day (Moebd), the highest in over 40 years. Roughly two-thirds of global production comes from Permian, Guyana and LNG resources, a proportion management expects to grow. Proved reserves at year-end 2025 totaled 19,311 million oil-equivalent barrels (8,187 million bbls crude, 2,437 million bbls NGL, 2,330 million bbls bitumen, 288 million bbls synthetic oil, 36,408 bcf natural gas); 64 percent of proved reserves were developed, a ratio that has stayed above 60 percent for a decade. - **Energy Products** — refining, logistics, trading and marketing across the fuels, aromatics and NGL value chains, plus catalysts and licensing. Management describes it as having the largest refining footprint among international oil companies; earnings are closely tied to industry refining margins. FY2025 refinery throughput was 3,979 thousand barrels daily; product sales 5,593 thousand barrels daily. - **Chemical Products** — olefins, polyolefins and intermediates. FY2025 sales of 21,303 thousand metric tons. The competitive claim rests on scale, refinery integration, proprietary technology and a large North American footprint with advantaged low-cost ethane feed. - **Specialty Products** — lubricants (including Mobil 1), basestocks, waxes, synthetics, elastomers and resins. FY2025 sales of 7,791 thousand metric tons. ExxonMobil describes itself as the largest basestock producer in the world. Low Carbon Solutions results sit inside Corporate and Financing until the business carries a material level of assets and revenue. **Other business facts.** Over 8 thousand active patents worldwide at year-end 2025; profitability of no segment depends on any individual patent, trademark, license or concession. Regular employees numbered 58 thousand at year-end 2025, versus 61 thousand in 2024 and 62 thousand in 2023 — three consecutive years of headcount decline. Average length of service for career employees is about 30 years; over 59 percent of employees are outside the U.S. --- ## Risk factors *From the FY2025 Form 10-K, accession 0000034088-26-000045 (Item 1A), condensed to the substantive risks.* **Commodity exposure is the dominant risk.** Oil, gas and petrochemicals are fundamentally commodity businesses. A material decline in oil or gas prices adversely affects operations, results, financial condition and proved reserves — especially Upstream. Notably, the company flags the reverse as well: a material *increase* in oil or gas prices adversely affects Energy Products, Chemical Products and Specialty Products. This two-sided exposure is the mechanical basis of the integrated model's hedge. Refining and petrochemical margins compress when industry capacity additions outrun demand. **Demand-side factors** named: economic downturns, energy-efficiency gains, government support for alternative energy, advances in energy storage making wind/solar/nuclear more competitive for power generation, consumer shifts to electric transportation or plastics substitutes — and, on the growth side, rising AI data-center demand. **Supply-side factors:** new or previously inaccessible supply sources, OPEC/OPEC+ quota adherence, government actions to restrict or accelerate production, wars and transport-route disruption, and collective action by NGOs and financial institutions to withhold funding from oil and gas producers. **Government and political.** Countries restrict access to resources; sanctions can bar business with certain countries or counterparties and may advantage competitors not subject to them. Some jurisdictions lack legal certainty, stable regimes or enforceable contract rights. Specific policy risks called out: retroactive tax claims, punitive or windfall-profit taxes on oil and gas, global minimum taxes, price controls, environmental and hydraulic-fracturing regulation, delay or denial of licenses and permits, retraction of emissions-reduction incentives, disclosure mandates that reveal competitively sensitive information, expropriation and unilateral contract renegotiation. Legal remedies for expropriation may be inadequate. The company separately flags litigation risk in jurisdictions permitting large punitive damages, and state and local actors plus private plaintiffs using the courts to reduce hydrocarbon production. **Climate change and energy transition.** Net-zero pathways derive from scenarios resting on assumptions about policy and technology that carry substantial uncertainty. ExxonMobil's own ambition of net-zero Scope 1 and 2 emissions from operated assets by 2050 is expressly conditioned on technology development and stable government policy — management states plainly that society's progress on both continues to lag and that without supportive policies net zero "will remain out of reach." Greenhouse-gas restrictions (cap and trade, carbon taxes, carbon-based import duties, EV mandates, restrictive permitting) may reduce investment returns, make hydrocarbon products less competitive, lengthen project timelines and raise compliance cost. Conversely, restricting hydrocarbon supply without a matching demand reduction may produce price volatility, inflation and regional energy shortages. Success in a lower-emissions future depends on management's ability to read signposts of change in the global energy system in time to redirect capital. **Operational.** Growth depends on exploration and development success and on execution of complex, long-term, capital-intensive projects — including negotiating with co-venturers and host governments, modelling reservoir performance, developing markets for project output, managing third-party equipment and shipping costs, and influencing operators where ExxonMobil is not the operator. Assets may not be acquired or divested at the contemplated price or timeline; liabilities can revert on a successor's bankruptcy. Operational efficiency, R&D (including adapting to AI), safety and business controls — expressly including controls over *trading* — are named as internal risks. Cybersecurity disruption from state-sponsored and other actors is a recurring exposure, extended by limited influence over partners, suppliers and cloud providers. Insurance availability and cost limit the transferability of many of these risks. **Competition and reputation.** Competition comes from private firms, state-owned companies that may pursue national objectives with less focus on financial returns, industry service companies and AI that can reduce resource owners' need for a private partner, and government-supported alternative energy. Reputation risk is two-directional: the company names both the perception of insufficient progress on energy transition *and* the perception that pursuing it allocates capital to lower-return investments. **Named concentration: Kazakhstan transport.** ExxonMobil holds 25 percent of Tengizchevroil (Tengiz and Korolev fields), a 16.8 percent working interest in Kashagan, and 7.5 percent of the Caspian Pipeline Consortium, which crosses Kazakhstan and Russia to Black Sea tanker facilities. Escalation of regional geopolitical conflict could disrupt, curtail or suspend CPC transport and cost the company cash flows of uncertain duration. For scale: FY2025 after-tax earnings from Kazakhstan interests were approximately $1.1 billion on roughly 320 thousand oil-equivalent barrels per day of combined share. **Litigation.** State and local governments across the U.S. and its territories have filed proceedings against oil and gas companies including ExxonMobil seeking relief for injuries alleged to be connected to climate change, asserting novel and untested statutory and common-law claims; more may be filed. Louisiana local governments have filed proceedings seeking compensation for coastal marsh erosion restoration. Management believes the theories are meritless and considers a material adverse outcome remote. Non-debt-related guarantees totaled $6,852 million at year-end 2025. --- ## Management's discussion and analysis — FY2025 *From the FY2025 Form 10-K, accession 0000034088-26-000045.* ### Headline results Total revenues and other income were $332,238 million (2024: $349,585 million; 2023: $344,582 million). Net income attributable to ExxonMobil was **$28,844 million, or $6.70 per share**, down from $33,680 million ($7.84) in 2024 and $36,010 million ($8.89) in 2023 — a second consecutive year of decline. Excluding identified items, earnings were $30,109 million versus $33,464 million in 2024. Identified items were a net $(1,265) million loss, comprising $(1,855) million of impairments, $720 million of gains on asset sales, $288 million of tax items and $(419) million of restructuring charges. ### Segment results (millions of dollars, U.S. GAAP earnings) | Segment | 2025 | 2024 | 2023 | |---|---|---|---| | Upstream | 21,354 | 25,390 | 21,308 | | Energy Products | 7,423 | 4,033 | 12,142 | | Chemical Products | 800 | 2,577 | 1,637 | | Specialty Products | 2,857 | 3,052 | 2,714 | | Corporate and Financing | (3,590) | (1,372) | (1,791) | | **Net income attributable to ExxonMobil** | **28,844** | **33,680** | **36,010** | ### Business environment Crude stayed near the middle of the pre-COVID 10-year range (2010–2019) through 2025 as record demand was met by rising industry supply, producing modestly lower prices. Natural gas rose to the top of the 10-year range on robust demand. Refining margins improved on record full-year demand plus supply disruptions. Chemical margins remained deeply bottom-of-cycle — below the 10-year range — as capacity additions far exceeded demand growth. Worldwide average realizations: Brent $69.06/bbl (2024: $80.76), Henry Hub $3.43/mmbtu (2024: $2.27), TTF $12.39/mmbtu (2024: $10.77). On 2025 tariff actions and retaliation, management stated it does not anticipate material near-term financial impacts. ### Segment drivers **Upstream** earnings fell $4.0 billion to $21.4 billion. Lower realizations cut earnings by $6.1 billion, driven by lower crude prices as record demand was more than offset by increased industry supply. Offsets: advantaged volume growth +$1.9 billion (record Permian and Guyana production), structural cost savings +$1.4 billion, other +$0.6 billion (favorable tax and FX), timing effects +$0.6 billion. Base volume −$0.7 billion from non-strategic divestments; expenses −$0.6 billion, primarily higher depreciation from the Tengiz expansion. Identified items were a $(0.9) billion loss mainly from asset impairments. Production of 4,736 koebd rose 403 koebd year over year. Permian reached a record 1.6 Moebd, up about 0.4 Moebd, with a stated target of approximately 2.5 Moebd by 2030. Guyana set a record 715 kbd: Yellowtail entered service in August 2025 and averaged 240 kbd gross in Q4; the four operating vessels together exceeded 870 kbd gross in Q4. Uaru and Whiptail (each ~250 kbd investment-basis capacity) are on schedule; final investment decision on Hammerhead was taken in September 2025 for a 2029 start-up; eight FPSOs are anticipated on the Stabroek Block by year-end 2030. In LNG, Golden Pass reached mechanical completion with first production expected in Q1 2026; force majeure was lifted in Mozambique with Rovuma LNG in FEED toward a 2026 FID; Papua LNG continued development-plan optimization. **Energy Products** earnings nearly doubled to $7.4 billion. Margin +$1.8 billion on robust demand and supply disruptions; base volume +$0.4 billion on lower scheduled maintenance; structural cost savings +$0.6 billion; timing effects +$0.4 billion; expenses −$0.5 billion on growth projects. Identified items were a $0.5 billion gain, mainly from asset sales. Key events: Strathcona renewable diesel and Fawley hydrofiner start-ups; completion in November 2025 of the divestment of Esso Société Anonyme Française SA and ExxonMobil Chemical France SAS, including the refinery and related assets. **Chemical Products** earnings fell to $0.8 billion from $2.6 billion. Margin −$1.8 billion as oversupply drove bottom-of-cycle conditions; expenses −$0.5 billion including China Chemical Complex ramp-up. Identified items $(0.3) billion from impairments. The Huizhou, Guangdong complex started up — the first 100 percent foreign-owned petrochemical complex built in China, with combined polyethylene and polypropylene capacity above 2.5 million metric tons per year. Two advanced recycling units were added at Baytown, tripling site capacity, toward a global goal of 1 billion pounds per year. **Specialty Products** earnings were $2.9 billion versus $3.1 billion. Margin +$40 million; expenses −$0.2 billion to develop carbon materials and Proxxima markets; other −$0.2 billion on unfavorable FX. The Singapore Resid Upgrade project started up, introducing the EHC 340 MAX basestock. Proxxima resin blending capacity more than tripled, targeting 200,000 tons per year by 2030. The carbon materials venture acquired key technology and assets from Superior Graphite to accelerate entry into the battery anode market (purchase price not disclosed in the filing). **Corporate and Financing** expense widened to $3.6 billion from $1.4 billion, mainly higher financing costs, and included $(419) million of restructuring charges within identified items. ### Costs Structural cost savings reached a cumulative $15.1 billion versus 2019, including $3 billion realized during 2025, from operational efficiencies, workforce reductions, divestment-related reductions and other measures. Management targets $20 billion of structural cost reduction between 2019 and 2030, with further opportunity named in centralization, system implementations, maintenance and turnaround improvement, and simplified business processes. ### Cash flow, capital and balance sheet Cash from operating activities was $52.0 billion, down $3.1 billion; investing used $25.9 billion; financing used $39.1 billion. Cash and equivalents ended 2025 at $10.7 billion, down $12.5 billion. The working-capital swing alone consumed $7.7 billion. Cash capital expenditures were $29.0 billion, including $2.6 billion of acquisitions. Upstream spending of $24.7 billion was up $4.4 billion, reflecting higher Permian spend including the full-year effect of Pioneer. Product Solutions capital was $3.7 billion, down $0.8 billion. Guidance for 2026 is $27–29 billion, of which $8.5 billion is firm capital commitments, with a further $8.0 billion of firm commitments for 2027 and beyond. Shareholder distributions: dividends rose to $4.00 per share from $3.84, totaling $17.2 billion; share repurchases were 180.1 million shares for $20 billion. The December 9, 2025 Corporate Plan Update guided to a continued $20 billion annual repurchase pace through 2026, assuming reasonable market conditions. Total debt ended 2025 at $43.5 billion, roughly flat. Debt to capital was 14.0 percent (2024: 13.4); net debt to capital 11.0 percent (2024: 6.5) — the leverage build is in the net figure, driven by the cash drawdown rather than new borrowing. Undrawn committed lines at year-end: $7.3 billion short-term and $1.0 billion long-term, with a new $7.0 billion 364-day revolving facility established in Q4 2025. Long-term debt maturities after 2026: $2.5 billion (2027), $1.7 billion (2028), $1.7 billion (2029), $5.3 billion (2030). Take-or-pay and unconditional purchase obligations totaled $54.1 billion, with $6.3 billion payable in 2026 and $6.2 billion in 2027. ### Taxes, environment, sensitivities Total taxes on the income statement were $40.4 billion (income taxes $11.5 billion; other taxes and duties $28.9 billion). The effective tax rate was 31 percent, down two points on favorable one-time items. Worldwide environmental expenditures were $7.6 billion in 2025 ($3.1 billion capital, $4.6 billion expensed) and are expected to rise to approximately $9 billion annually in 2026 and 2027, with capital roughly 44 percent of the total. Environmental remediation liabilities on the balance sheet were $0.9 billion at year-end 2025. Price sensitivities for 2026, after tax, on Upstream consolidated plus equity company earnings and excluding derivatives: a $1 per barrel change in Brent is approximately $700 million annually (including oil-linked LNG sales, about 10 percent of that sensitivity); a $0.10/mmbtu change in Henry Hub approximately $90 million; a $0.10/mmbtu change in TTF approximately $20 million. ### Portfolio activity FY2025 divestments realized approximately $3.2 billion of proceeds and roughly $1.1 billion of net after-tax earnings, including the Singapore retail fuels business, Mobil Argentina S.A., Product Solutions affiliates in France, and certain conventional and unconventional U.S. assets. (FY2024: $5.0 billion proceeds, ~$1.0 billion after-tax, including Santa Ynez, Mobil Producing Nigeria, ExxonMobil Exploration Argentina, the Fos-sur-Mer refinery, and the Adriatic LNG terminal.) The Pioneer Natural Resources acquisition closed May 3, 2024 for 545 million ExxonMobil shares with a $63 billion acquisition-date fair value plus $5 billion of assumed debt; the purchase price allocation recorded $84 billion of property, plant and equipment, $16 billion of deferred tax liabilities and $1 billion of goodwill allocated to Upstream. --- ## Current quarter — Q1 2026 (quarter ended March 31, 2026) *From the Form 10-Q for the quarter ended March 31, 2026, accession 0000034088-26-000067.* ### Market conditions Supply disruptions driven by geopolitical events in the Middle East defined the quarter. March saw **the largest ever monthly gain in oil prices**, driven by reduced global oil supply; despite that spike, Q1 2026 average crude prices rose only slightly against Q4 2025 and remained mid-range versus 2010–2019. A significant LNG supply decline in March pushed European and Asian gas prices above the 10-year average. Feedstock shortages cut refinery runs in the Middle East and Asia, keeping industry refining margins above the 10-year range. Chemical margins stayed at bottom of cycle, well below the 10-year range, on higher feedstock costs, particularly in Asia. On tariffs, management restated that it does not expect a material impact on financial position, results or cash flows. ### Results Earnings were **$4,183 million, or $1.00 per share**, versus $7,713 million and $1.76 a year earlier — a 46 percent decline. Total revenues and other income were $85,138 million (Q1 2025: $83,130 million), so the earnings fall is entirely a cost, mix and mark-to-market story rather than a revenue story. Management attributes the decline to unfavorable mark-to-market effects, higher depreciation expense and Middle East volume impacts, partly offset by higher prices and margins, higher volumes from advantaged Upstream investments in Guyana and the Permian, and structural cost savings. | Segment earnings (millions) | Q1 2026 | Q1 2025 | |---|---|---| | Upstream | 5,737 | 6,756 | | Energy Products | (1,262) | 827 | | Chemical Products | 110 | 273 | | Specialty Products | 651 | 655 | | Corporate and Financing | (1,053) | (798) | **The Energy Products loss is the quarter's central event and is largely non-cash and non-operating.** Margin actually *increased* earnings by $2,420 million, including strong results from trading and optimization. That was overwhelmed by estimated timing effects of **−$3,330 million** on unfavorable derivative mark-to-market impacts, plus an identified item of **$(706) million** attributed to Middle East supply disruptions preventing physical shipments associated with hedges. Base volume −$260 million on the same Middle East disruptions; expenses −$250 million on scheduled maintenance and growth projects; other −$270 million on unfavorable FX. The whole segment loss sat in non-U.S. operations (−$1,923 million); the U.S. side earned $661 million, up from $297 million. The scale of the derivative swing is visible on the balance sheet: gross derivative assets rose to $50,594 million at March 31, 2026 from $7,456 million at December 31, 2025, and gross derivative liabilities to $53,309 million from $7,037 million, before $47,389 million of counterparty netting. Commodity contracts held for trading produced before-tax realized and unrealized **losses of $3.8 billion** in the quarter, against a $19 million gain a year earlier. Net notional positions at quarter-end: crude oil long 25 million barrels, petroleum products short 47 million barrels, natural gas short 658 million MMBtu. Management notes timing effects are expected to unwind in subsequent periods. **Upstream** earnings fell $1.0 billion. Advantaged volume growth added $610 million on record Guyana production, partly offset by Middle East disruption; structural cost savings +$170 million; other +$200 million on one-time tax items. Against that: price −$280 million on lower gas realizations partly offset by higher crude; base volume −$380 million from divestments and Kazakhstan downtime; expenses −$650 million on higher depreciation; and timing effects −$690 million on unfavorable derivative mark-to-market. Production was 4,594 koebd versus 4,551, with Permian and Guyana growth (+152 koebd of growth/other) offset by divestments (−71 koebd) and entitlement effects. Asian liquids production dropped to 611 kbd from 796, and Asian gas to 2,500 mmcfd from 3,457 — the Middle East and Kazakhstan impacts. **Energy Products operations:** worldwide refinery throughput fell to 3,494 kbd from 3,810, with Europe down to 733 kbd from 986 (reflecting the France divestment) and Asia Pacific to 386 kbd from 447. Product sales rose to 5,630 kbd from 5,283. **Chemical Products** earned $110 million, with margin −$340 million on lower realizations and higher feed costs, partly offset by volume and cost savings; non-U.S. was a $209 million loss. Sales volumes rose to 5,358 thousand metric tons from 4,776. **Specialty Products** was essentially flat at $651 million; margin −$110 million on higher feed costs was offset by volume growth and cost savings. **Corporate and Financing** expense of $1,053 million was $255 million higher, on lower interest income and the absence of favorable tax items. ### Cash flow and balance sheet Cash from operating activities was $8.7 billion, down $4.2 billion; cash flow from operations and asset sales was $8.9 billion, down $5.9 billion, with asset-sale proceeds of only $0.2 billion against $1.8 billion a year earlier. Investing used $6.0 billion; PP&E additions were $6.5 billion, up $0.6 billion. Cash capital expenditures were $6.2 billion, up $0.3 billion, against unchanged full-year 2026 guidance of $27–29 billion. Financing used $4.9 billion, including $4.9 billion to repurchase 33.6 million shares and $4.3 billion of dividends ($1.03 per share, up from $0.99). Cash and equivalents fell to $8.4 billion from $10.7 billion. Total debt rose to $47.7 billion from $43.5 billion at year-end, funded largely through commercial paper (+$9.1 billion in commercial paper and short-maturity debt, against $5.4 billion of short-term reductions). Debt to capital was 15.4 percent versus 14.0 percent at year-end; net debt to capital 13.1 percent, up 2.1 points. Undrawn committed lines were $7.3 billion short-term and $0.3 billion long-term. Working capital moved sharply with the derivative book: receivables rose to $61.8 billion from $44.6 billion and payables to $77.1 billion from $60.9 billion. Total equity fell to $261.0 billion from $266.6 billion, as $4.9 billion of buybacks and $4.3 billion of dividends exceeded $4.2 billion of earnings. Shares outstanding declined to 4,145 million from 4,179 million. The effective tax rate was 40 percent versus 34 percent, which management attributes to portfolio mix effects driven by the derivative mark-to-market losses. Total taxes were $9.3 billion, down $1.4 billion. Structural cost savings added $0.6 billion in the quarter, bringing the cumulative figure versus 2019 to $15.6 billion. Remaining capacity under the repurchase program (originally initiated in 2022) fell across the quarter from $18.4 billion at the end of January to $16.9 billion at the end of February and $15.1 billion at the end of March. Average price paid per share for the quarter was $144.65, rising month by month from $129.43 in January to $157.95 in March. The company reiterated its expectation of $20 billion of repurchases in 2026, assuming reasonable market conditions. Divestments through March 31, 2026 realized approximately $0.2 billion of proceeds with negligible after-tax earnings impact, including the sale of certain conventional assets in the United States. During the quarter, on March 26, 2026, the company entered an underwriting agreement for the issuance and sale of $169,312,000 aggregate principal amount of Floating Rate Notes due 2076, issued March 30, 2026 under the March 20, 2014 indenture (Form 8-K, accession 0001193125-26-134838). ### Guidance and forward statements Capital investment of $27–29 billion planned for 2026. Share repurchases expected at $20 billion for 2026, per the December 9, 2025 Corporate Plan Update. Capital allocation priorities are stated as investing in competitively advantaged high-return projects, maintaining a strong balance sheet, and returning cash through more consistent repurchases and a growing dividend. Market risks were stated as not materially different from the FY2025 Form 10-K. Disclosure controls and internal control over financial reporting were concluded effective with no material changes in the quarter. --- ## Subsequent events The Form 10-Q for the quarter ended March 31, 2026 (accession 0000034088-26-000067) contains no separate subsequent-events note — its notes end at Note 8, Divestment Activities — and the FY2025 Form 10-K (accession 0000034088-26-000045) likewise carries no subsequent-events note. Material post-period developments are therefore taken from the company's Current Reports on Form 8-K, cited individually below. No post-period acquisition or divestiture has been disclosed by the company; the material post-period event is a corporate redomiciliation, not a transaction with a purchase price. **Redomiciliation from New Jersey to Texas — completed July 1, 2026.** - **April 8, 2026** — ExxonMobil entered an Agreement and Plan of Merger with ExxonMobil Holdings Corporation, a Texas corporation, and Ensign LLC, a Texas limited liability company. The agreement was filed as Annex A to the definitive proxy statement on Schedule 14A filed April 8, 2026. - **May 27, 2026** — at the Annual Meeting of Shareholders, the Texas redomiciliation proposal (Proposal 4) passed with 2,216,403,048 votes for (71.2 percent) and 896,852,562 against (28.8 percent), with 30,111,060 abstentions and 493,518,532 broker non-votes. All twelve director nominees were elected; auditor ratification passed with 96.4 percent; the advisory say-on-pay vote passed with 92.9 percent. Two shareholder proposals were defeated: an independent chair proposal (15.2 percent for) and a proposal to modify the Voluntary Retail Voting Program (23.5 percent for). Shares outstanding on the April 1, 2026 record date were 4,144,455,560, of which 87.8 percent were voted. (Form 8-K, accession 0000034088-26-000078.) - **July 1, 2026** — the Redomiciliation Merger became effective. Each outstanding share of Exxon Mobil Corporation common stock (other than treasury shares, which were cancelled) was automatically exchanged for one share of ExxonMobil Holdings Corporation common stock, par value $0.001, so former shareholders hold the same number and percentage of shares in the new parent. ExxonMobil Holdings Corporation replaced Exxon Mobil Corporation as the publicly held company on the New York Stock Exchange, with trading expected to commence under the ticker "XOM" on July 2, 2026. NYSE was expected to suspend trading in the New Jersey entity's common stock after the close on July 1 and to file a Form 25 to delist and deregister it. Shareholder rights are now governed by the Texas Business Organizations Code and by ExxonMobil Holdings Corporation's Amended and Restated Certificate of Formation and By-Laws. All outstanding equity and equity-based awards converted one-for-one into corresponding awards over ExxonMobil Holdings Corporation stock on unchanged terms. Holdings is the successor registrant under Exchange Act Rule 12g-3(a). (Form 8-K, accession 0001193125-26-291986.) - **Debt treatment.** On completion, ExxonMobil Holdings Corporation, Exxon Mobil Corporation and Deutsche Bank Trust Company Americas (trustee) entered a Second Supplemental Indenture to the March 20, 2014 indenture, under which **ExxonMobil Holdings Corporation fully and unconditionally guaranteed, on a senior unsecured basis, all of Exxon Mobil Corporation's payment and performance obligations under the indenture and the notes issued thereunder.** Exxon Mobil Corporation remains the primary obligor and the notes remain its senior unsecured obligations. Bondholders therefore gain a parent guarantee rather than losing recourse. (Form 8-K, accession 0001193125-26-291986.) - **Governance of the surviving subsidiary.** Effective at the merger, all twelve directors of Exxon Mobil Corporation resigned, and ExxonMobil Holdings Corporation — as sole shareholder — elected Neil A. Chapman, Neil A. Hansen and Jack P. Williams, Jr. as directors of the subsidiary. James R. Chapman was appointed President and Treasurer and Susan E. Buchanan Vice President and Controller of the subsidiary. The subsidiary's charter was amended (May 27, 2026) to reduce authorized common stock from nine billion shares to one hundred shares, and its by-laws to set a board of three to five directors. The directors and executive officers of ExxonMobil Holdings Corporation are the same individuals who held those roles at Exxon Mobil Corporation immediately prior to the merger, each in the same position. (Form 8-K, accession 0001193125-26-291986.) **Principal accounting officer transition.** On April 28, 2026, Len M. Fox, Vice President, Controller and Tax (principal accounting officer), announced his intention to retire effective July 1, 2026. The company elected Susan Buchanan, age 44, as Vice President and Chief Accounting Officer (principal accounting officer) and Controller, effective July 1, 2026. Ms. Buchanan had served as President of ExxonMobil Global Business Solutions since February 2026, and previously as Vice President, Strategy and Business Development for ExxonMobil Upstream (October 2023 – February 2026) and General Manager of the U.S. Conventional Upstream Business (November 2022 – October 2023). (Form 8-K, accession 0000034088-26-000069.) Separately, Neil A. Hansen became Senior Vice President and Chief Financial Officer effective February 1, 2026 (FY2025 Form 10-K, accession 0000034088-26-000045).