ExxonMobil Holdings to guarantee $186M in 2076 notes

The guarantee applies to floating-rate debt with a stated maturity in 2076.

Rhea-AI Filing Summary

ExxonMobil Holdings Corporation entered into an underwriting agreement on September 23, 2026, covering the issuance and sale by its subsidiary, Exxon Mobil Corporation, of $185,883,000 aggregate principal amount of Floating Rate Notes due 2076. The notes are to be fully and unconditionally guaranteed by ExxonMobil Holdings Corporation. An officer’s certificate dated September 25, 2026 established the notes’ terms and forms.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $185,883,000 Maturity year: 2076 Underwriting agreement date: September 23, 2026

3 metrics

Aggregate principal amount $185,883,000 Floating Rate Notes due 2076 to be issued and sold by Exxon Mobil Corporation

Maturity year 2076 Floating Rate Notes

Underwriting agreement date September 23, 2026 Agreement covering the issuance and sale of the notes

Key Terms

Floating Rate Notes, fully and unconditionally guaranteed, underwriting agreement, indenture, +1 more

5 terms

Floating Rate Notes financial

"Floating Rate Notes due 2076"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

fully and unconditionally guaranteed financial

"the Notes, which are to be fully and unconditionally guaranteed by the Company"

underwriting agreement financial

"entered into an underwriting agreement"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

indenture financial

"pursuant to an indenture entered into by Exxon Mobil"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Officer’s Certificate financial

"Officer’s Certificate dated as of September 25, 2026 establishing the terms and forms of the Notes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt is ExxonMobil Holdings Corporation guaranteeing?

ExxonMobil Holdings Corporation is to fully and unconditionally guarantee $185,883,000 aggregate principal amount of Floating Rate Notes issued by its subsidiary, Exxon Mobil Corporation.

When are XOM's floating rate notes due?

The Floating Rate Notes are due in 2076.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 05:26 PM Accepted by SEC EDGAR 09/25/2026 - 05:20 PM Learn about SEC filing dates

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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): September 25, 2026

ExxonMobil Holdings Corporation

(Exact name of registrant as specified in its charter)

Texas		1-43384		41-4104094
(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, par value $0.001 per share		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 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Form of Underwriting Agreement - Standard Provisions (Debt Securities)
1.2		Underwriting Agreement dated as of September 23, 2026 among Exxon Mobil Corporation, ExxonMobil Holdings Corporation and 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
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 Exxon Mobil Corporation’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 Exxon Mobil Corporation’s Report on Form 8-K of June 26, 2020)
4.3		Second Supplemental Indenture dated as of July 1, 2026 among Exxon Mobil Corporation, ExxonMobil Holdings Corporation and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4(i) to ExxonMobil Holdings Corporation’s Report on Form 8-K12B of July 1, 2026 and Exhibit 4(i) of Exxon Mobil Corporation’s Report on Form 8-K of July 1, 2026)

2

4.4				Officer’s Certificate of Exxon Mobil Corporation and ExxonMobil Holdings Corporation dated as of September 25, 2026
4.5				Form of Global Note representing the Floating Rate Notes due 2076 (included in Exhibit 4.4)
5.1				Opinion of Davis Polk & Wardwell LLP
5.2				Opinion of Timothy Kim, Esq., Counsel—Corporate of Exxon Mobil Corporation and ExxonMobil Holdings 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)

3

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.

Date: September 25, 2026		EXXONMOBIL HOLDINGS CORPORATION
		By:		/s/ James R. Chapman
				Name:		James R. Chapman
				Title:		Vice President, Corporate Finance and Treasurer

4

Filing Exhibits & Attachments

9 documents

Other Documents

• EX-1.1 EX-1.1 85.9 KB
• EX-1.2 EX-1.2 79.1 KB
• EX-4.4 EX-4.4 166.8 KB
• EX-5.1 EX-5.1 12.4 KB
• EX-5.2 EX-5.2 10.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.2 KB