Item 8.01 Other Events On September 23, 2026, ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), and Exxon Mobil Corporation, a New Jersey corporation and a subsidiary of the Company (“Exxon Mobil”), entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co.…
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On September 23, 2026, ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), and Exxon Mobil Corporation, a New Jersey corporation and a subsidiary of the Company (“Exxon Mobil”), entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as managers of the several underwriters named therein, for the issuance and sale by Exxon Mobil of $185,883,000 aggregate principal amount of its Floating Rate Notes due 2076 (the “Notes”), which are to be fully and unconditionally guaranteed by the Company.
The Notes were issued pursuant to an indenture entered into by Exxon Mobil on March 20, 2014 with Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented and amended by a first supplemental indenture dated as of June 26, 2020 between Exxon Mobil and the Trustee, as further supplemented and amended by a second supplemental indenture dated as of July 1, 2026 among the Company, Exxon Mobil and the Trustee and as further supplemented by an officer’s certificate dated as of September 25, 2026 establishing the terms and forms of the Notes (the “Officer’s Certificate”).
The Notes were offered pursuant to Exxon Mobil’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2026 (Reg. No. 333-293558), as amended by Post-Effective Amendment No. 1 thereto filed with the Commission on July 1, 2026 (together, the “Registration Statement”).
The Form of Underwriting Agreement - Standard Provisions (Debt Securities), the Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) are filed as Exhibits 1.1, 1.2 and 4.4, respectively, to this current report on Form 8-K and are incorporated by reference into the Registration Statement. The opinions of Davis Polk & Wardwell LLP and Timothy Kim, Esq., Counsel - Corporate of Exxon Mobil Corporation and ExxonMobil Holdings Corporation, are filed as Exhibits 5.1 and 5.2, respectively, to this current report on Form 8-K and are incorporated by reference into the Registration Statement.
Filed exhibits (1)
EX-4.4 (by filename) d15072dex44.htm
Exhibit 4.4
OFFICER’S CERTIFICATE PURSUANT TO
SECTIONS 3.01 AND 3.03 OF THE INDENTURE IDENTIFIED BELOW
Each of the undersigned officers of Exxon Mobil Corporation (the “Company”) and ExxonMobil Holdings Corporation (the “Parent
Guarantor”), acting pursuant to authorizations contained in resolutions of the Board of Directors of the Company duly adopted on January 27, 2026 and resolutions of the Board of Directors of the Parent Guarantor duly adopted May 27,
2026, respectively, does hereby authorize, adopt and approve the following terms for a series of the Company’s debt securities designated as “Floating Rate Notes due 2076” (the “Notes”), to be issued under an indenture
dated as of March 20, 2014 (the “Base Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture dated as of
June 26, 2020 (the “First Supplemental Indenture”) between the Company and the Trustee and as further amended and supplemented by a second supplemental indenture dated as of July 1, 2026 (together with the Base Indenture and
First Supplemental Indenture, as further amended, supplemented or otherwise mo…