XOM enters underwriting for $111.949M notes; maturity 2075

Rhea-AI Filing Summary

Exxon Mobil Corporation entered an underwriting agreement for the issuance and sale of $111,949,000 aggregate principal amount of its Floating Rate Notes due 2075. The managers include RBC Capital Markets, Citigroup, Deutsche Bank Securities, J.P. Morgan, and UBS.

The notes will be issued under ExxonMobil’s 2014 indenture with Deutsche Bank Trust Company Americas as trustee, as supplemented in 2020 and further defined by an officer’s certificate dated November 12, 2025. The offering was made under the company’s Form S-3 shelf registration (Reg. No. 333-270460).

Insights

Debt Capital Markets Analyst

Exxon Mobil issued new long-dated floating rate notes, modestly extending liquidity and adding rate-sensitive debt.

Exxon Mobil entered an underwriting agreement on November 7, 2025 to issue $111,949,000 Floating Rate Notes due 2075. The notes are issued under the existing 2014 indenture, as supplemented in 2020, with Deutsche Bank Trust Company Americas as trustee. The offer was made off an effective shelf (Form S-3, Reg. No. 333-270460) and documented via an Officer’s Certificate dated November 12, 2025.

This adds very long-maturity, floating-rate liabilities. Floating-rate debt resets with reference rates, so interest expense moves with market rates rather than staying fixed. Using the existing indenture structure suggests standard terms and established creditor protections consistent with prior issuances, though specific coupons and reference benchmarks are set by the Officer’s Certificate.

Key items to watch: final rate-setting mechanics and margin in Exhibit 4.3, settlement timing under the underwriting agreement, and any covenants or redemption features disclosed in the Officer’s Certificate and global note form. The practical effects unfold over the note’s life to 2075, with near-term focus on the initial reference rate at issuance and any changes thereafter.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2025

Exxon Mobil Corporation

(Exact name of registrant as specified in its charter)

New Jersey		1-2256		13-5409005
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

22777 Springwoods Village Parkway Spring, Texas		77389-1425
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 940-6000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, without par value		XOM		New York Stock Exchange
0.524% Notes due 2028		XOM28		New York Stock Exchange
0.835% Notes due 2032		XOM32		New York Stock Exchange
1.408% Notes due 2039		XOM39A		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On November 7, 2025, Exxon Mobil Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and UBS Securities LLC, as managers of the several underwriters named therein, for the issuance and sale by the Company of $111,949,000 aggregate principal amount of its Floating Rate Notes due 2075 (the “Notes”).

The Notes will be issued pursuant to an indenture entered into by the Company 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 the Company and the Trustee, and as further supplemented by an officer’s certificate dated November 12, 2025 establishing the terms and forms of the Notes.

The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 10, 2023 (Reg. No. 333-270460) (the “Registration Statement”).

The Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) are filed as Exhibits 1.1 and 4.3, 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, 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. 

Exhibit No.		Description
1.1		Underwriting Agreement dated November 7, 2025 among Exxon Mobil Corporation and RBC Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and UBS Securities LLC, as managers of the several underwriters named therein
4.1		Indenture dated as of March 20, 2014 between Exxon Mobil Corporation and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K of March 20, 2014)
4.2		First Supplemental Indenture dated as of June 26, 2020 between Exxon Mobil Corporation and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K of June 26, 2020)
4.3		Officer’s Certificate of Exxon Mobil Corporation dated November 12, 2025
4.4		Form of Global Note representing the Floating Rate Notes due 2075 (included in Exhibit 4.3)
5.1		Opinion of Davis Polk & Wardwell LLP
5.2		Opinion of Timothy Kim, Esq., Counsel—Corporate of Exxon Mobil Corporation
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2		Consent of Timothy Kim, Esq. (included in Exhibit 5.2)
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		EXXON MOBIL CORPORATION
Date: November 13, 2025
		By:		/s/ James R. Chapman
				Name:		James R. Chapman
				Title:		Vice President, Treasurer and Investor Relations

2

FAQ

What did XOM announce in this 8-K?

Exxon Mobil entered an underwriting agreement to issue and sell $111,949,000 of Floating Rate Notes due 2075.

Under what registration is the Exxon Mobil note offering made?

The notes are offered under Exxon Mobil’s Form S-3 shelf registration, Reg. No. 333-270460.

Who are the managers for the Exxon Mobil notes offering?

Managers include RBC Capital Markets, Citigroup, Deutsche Bank Securities, J.P. Morgan, and UBS.

What is the maturity of Exxon Mobil’s new notes?

The notes are Floating Rate Notes due 2075.

Which indenture governs these Exxon Mobil notes?

They are issued under the 2014 indenture with Deutsche Bank Trust Company Americas as trustee, as supplemented in 2020 and by an officer’s certificate dated November 12, 2025.

What securities are listed for Exxon Mobil (XOM)?

Listed classes include Common Stock (XOM) and notes: 0.524% 2028 (XOM28), 0.835% 2032 (XOM32), and 1.408% 2039 (XOM39A).