# 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).