01—Abstract
Summary
Summary of the 8-K filed September 25, 2026. Cited figures are marked; the original filing is the authoritative source.
ExxonMobil filed a Form 8-K under Item 8.01 (Other Events) reporting that on September 23, 2026, Exxon Mobil Corporation, a New Jersey corporation, entered into an 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. Under the agreement, Exxon Mobil issued $185,883,000a aggregate principal amount of its Floating Rate Notes due 2076. The notes are to be fully and unconditionally guaranteed by ExxonMobil Holdings Corporation, a Texas corporation and a subsidiary-parent relationship described in the filing as the Company.
The notes were issued under a 2014 indenture with Deutsche Bank Trust Company Americas as trustee, as supplemented by a first supplemental indenture dated June 26, 2020 and a second supplemental indenture dated July 1, 2026 among the Holdings company, Exxon Mobil and the trustee. The terms and forms of the notes were established by an officer's certificate dated September 25, 2026. The offering was made under Exxon Mobil's Form S-3 registration statement filed February 18, 2026 (Reg.
No. 333-293558), as amended by Post-Effective Amendment No. 1 filed July 1, 2026. The filing attaches the underwriting agreement, the form of standard underwriting provisions, the officer's certificate, the form of global note, and legal opinions from Davis Polk & Wardwell LLP and Timothy Kim, Esq., Counsel-Corporate, which are incorporated by reference into the registration statement.
02—Key points
Key Highlights
- Exxon Mobil Corporation issued $185,883,000 aggregate principal amount of Floating Rate Notes due 2076 under an underwriting agreement dated September 23, 2026.
- The notes are to be fully and unconditionally guaranteed by ExxonMobil Holdings Corporation, a Texas corporation.
- Five firms acted as managers of the several underwriters: RBC Capital Markets, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and UBS Securities LLC.
- The notes were issued under a March 20, 2014 indenture with Deutsche Bank Trust Company Americas as trustee, as supplemented by indentures dated June 26, 2020 and July 1, 2026.
- The terms of the notes were established by an officer's certificate dated September 25, 2026.
- The offering was made under a Form S-3 registration statement filed February 18, 2026 (Reg. No. 333-293558), as amended by Post-Effective Amendment No. 1 filed July 1, 2026.
- Legal opinions were provided by Davis Polk & Wardwell LLP and Timothy Kim, Esq., Counsel-Corporate, and are incorporated by reference into the registration statement.
03—Questions
Frequently Asked Questions
What securities were issued?
Exxon Mobil Corporation issued $185,883,000 aggregate principal amount of Floating Rate Notes due 2076, sold under an underwriting agreement dated September 23, 2026.
Who guarantees the notes?
The notes are to be fully and unconditionally guaranteed by ExxonMobil Holdings Corporation, a Texas corporation, which the filing describes as the Company and as the parent of Exxon Mobil Corporation.
Under what registration and indenture were the notes issued?
The notes were offered under a Form S-3 registration statement filed February 18, 2026 (Reg. No. 333-293558), as amended July 1, 2026. They were issued under a March 20, 2014 indenture with Deutsche Bank Trust Company Americas as trustee, as supplemented on June 26, 2020 and July 1, 2026, and as further supplemented by an officer's certificate dated September 25, 2026.
Who were the underwriters?
The agreement was entered into 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 in the agreement.
Where can investors find the transaction documents?
The underwriting agreement, the form of underwriting provisions, the officer's certificate with the forms of the notes, and the legal opinions are filed as exhibits to this Form 8-K and are incorporated by reference into the registration statement.
04—Continue