automatically exchanged into a corresponding warrant, stock option, restricted stock unit, performance stock unit, equity or equity-based award, right or instrument relating to a number of shares of ExxonMobil Holdings Corporation Common Stock equal to the number of shares of ExxonMobil Common Stock subject to such ExxonMobil Equity Award immediately prior to the Effective Time. All such ExxonMobil Equity Awards continue to have the same terms and conditions (including with respect to, as applicable, exercisability, vesting and forfeiture (including performance vesting criteria), form of settlement and dividend equivalent rights) as applied immediately prior to the Effective Time, except as adjusted pursuant to the Merger Agreement.
Upon completion of the Redomiciliation Merger, ExxonMobil Holdings Corporation Common Stock was deemed to be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12g-3(a) promulgated thereunder. ExxonMobil Holdings Corporation is also deemed to be the successor registrant of ExxonMobil Common Stock pursuant to Rule 12g-3(a) under the Exchange Act.
The directors and executive officers of ExxonMobil Holdings Corporation effective upon approval of the Redomiciliation Merger by the ExxonMobil shareholders are the same individuals who were directors and executive officers, respectively, of ExxonMobil as of immediately prior to the Redomiciliation Merger, each holding the same position at ExxonMobil Holdings Corporation that such individual held at ExxonMobil. See Item 5.02 of this Current Report on Form 8-K for additional information.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Annex A to the proxy statement included in ExxonMobil’s definitive proxy statement on Schedule 14A filed with the Commission on April 8, 2026.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the Redomiciliation Merger, ExxonMobil notified the NYSE that the Redomiciliation Merger had been completed and requested that trading of the ExxonMobil Common Stock be suspended on July 1, 2026. On July 1, 2026, the NYSE is expected to suspend trading of ExxonMobil Common Stock after the close of business. It is currently expected that, on July 2, 2026, shares of ExxonMobil Holdings Corporation Common Stock will commence trading under the current ExxonMobil ticker symbol “XOM” on the NYSE.
In addition, the NYSE is expected to file with the Commission an application on Form 25 to delist the ExxonMobil Common Stock from the NYSE and deregister the ExxonMobil Common Stock under Section 12(b) of the Exchange Act.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in the Explanatory Note and Item 2.01, each as set forth in this Current Report on Form 8-K, is incorporated by reference into this Item 3.03.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of the Effective Time, each of Michael J. Angelakis, Angela F. Braly, Maria S. Dreyfus, Greg C. Garland, John D. Harris II, Kaisa H. Hietala, Joseph L. Hooley, Steven A. Kandarian, Alexander A. Karsner, Lawrence W. Kellner, Dina Powell McCormick, and Darren W. Woods resigned as a director of ExxonMobil.
Effective as of the Effective Time, ExxonMobil Holdings Corporation, in its capacity as the sole shareholder of ExxonMobil, elected Neil A. Chapman, Neil A. Hansen, and Jack P. Williams, Jr. as directors of ExxonMobil, in each case to hold office until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal.
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