STOCK TITAN

ExxonMobil unit to redeem $252M 6.75% notes

ExxonMobil Holdings Corporation (XOM), through its wholly owned subsidiary XTO Energy Inc., is fully redeeming three outstanding XTO senior note issues.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ExxonMobil Holdings Corporation (XOM), through its wholly owned subsidiary XTO Energy Inc., is fully redeeming three outstanding XTO senior note issues. XTO has called for redemption of its 6.10% Senior Notes due 2036, 6.75% Senior Notes due 2037, and 6.375% Senior Notes due 2038.

On September 27, 2026, all then-outstanding notes will be repurchased for cash at 100% of principal plus a defined Make-Whole Amount and accrued and unpaid interest to the redemption date. After that date, interest on the redeemed notes will cease to accrue, assuming payment is made.

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Filing Explained

As of August 28, XTO reported $174,435,000, $252,384,000, and $199,725,000 outstanding across the three note issues.

The filing identifies outstanding principal of $174,435,000 for the 2036 Notes, $252,384,000 for the 2037 Notes, and $199,725,000 for the 2038 Notes, establishing the debt subject to the scheduled cash redemption.

The attached exhibits are the redemption notices; the 8-K states that it is not itself a redemption notice, so the disclosure records the process at the notice stage rather than payment completion.

Holders must surrender certificated notes or submit book-entry notes through The Depository Trust Company to collect payment, and must provide valid tax certification before payment to avoid applicable withholding.

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.
Outstanding principal 6.10% Senior Notes due 2036 $174,435,000 Aggregate principal amount outstanding as of the 2036 Notes redemption notice date
Outstanding principal 6.75% Senior Notes due 2037 $252,384,000 Aggregate principal amount outstanding as of the 2037 Notes redemption notice date
Outstanding principal 6.375% Senior Notes due 2038 $199,725,000 Aggregate principal amount outstanding as of the 2038 Notes redemption notice date
Coupon rate 6.10% Senior Notes due 2036 6.10% Stated interest rate on the XTO Energy Senior Notes due 2036
Coupon rate 6.75% Senior Notes due 2037 6.75% Stated interest rate on the XTO Energy Senior Notes due 2037
Coupon rate 6.375% Senior Notes due 2038 6.375% Stated interest rate on the XTO Energy Senior Notes due 2038
Redemption Date September 27, 2026 Date on which all then-outstanding XTO Energy notes will be redeemed
Redemption Price basis 100% of principal plus Make-Whole Amount and accrued interest Terms applicable to each redeemed XTO Energy note series
Make-Whole Amount financial
"The “Redemption Price” is equal to 100% of the principal amount of the Notes plus the Make-Whole Amount"
A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.
Redemption Date financial
"has elected to redeem all of the outstanding Notes ... on September 27, 2026 (the “Redemption Date”)"
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
Supplemental Indenture financial
"the Third Supplemental Indenture dated as of March 30, 2006 (the “Supplemental Indenture”)"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Paying Agent financial
"must be so surrendered to the Paying Agent (as defined below) in order to collect the Redemption Price"
A paying agent is a bank or company that helps deliver payments, like interest or dividends, to investors. It’s like a trusted middleman who makes sure everyone gets their money on time, so investors don’t have to handle the details themselves.
book-entry form financial
"Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

FAQ

What debt is ExxonMobil Holdings (XOM) redeeming through XTO Energy?

XTO Energy Inc., a wholly owned subsidiary of ExxonMobil Holdings (XOM), is redeeming all outstanding 6.10% Senior Notes due 2036, 6.75% Senior Notes due 2037, and 6.375% Senior Notes due 2038 issued by XTO.

When is the redemption date for the XTO Energy senior notes?

The redemption date for all three XTO Energy senior note series is September 27, 2026. On that date, the redemption price becomes due and interest on the notes will cease to accrue, provided the redemption price is paid.

How much principal is outstanding on the 6.10% XTO Energy notes due 2036?

As of the redemption notice date, XTO Energy has $174,435,000 aggregate principal amount of its 6.10% Senior Notes due 2036 outstanding that have been called for full redemption.

How much principal is outstanding on the 6.75% XTO Energy notes due 2037?

As of the notice date, XTO Energy has $252,384,000 aggregate principal amount of its 6.75% Senior Notes due 2037 outstanding that are subject to full redemption on September 27, 2026.

How much principal is outstanding on the 6.375% XTO Energy notes due 2038?

As of the notice date, XTO Energy has $199,725,000 aggregate principal amount of its 6.375% Senior Notes due 2038 outstanding that are being fully redeemed on September 27, 2026.

What must XTO Energy noteholders do to receive their redemption payment?

Holders must surrender their notes to the paying agent. Certificated notes are delivered to The Bank of New York Trust Company, N.A. at specified Pittsburgh addresses; book-entry notes are surrendered through The Depository Trust Company in the usual manner.

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ExxonMobil Holdings Corp false 0002115436 0002115436 2026-08-28 2026-08-28 0002115436 us-gaap:CommonStockMember 2026-08-28 2026-08-28 0002115436 xom:ZeroPointFiveTwoFourPercentNotesDue2028Member 2026-08-28 2026-08-28 0002115436 xom:ZeroPointFiveTwoFourPercentNotesDue2032Member 2026-08-28 2026-08-28 0002115436 xom:OnePointFourZeroEightPercentNotesDue2039Member 2026-08-28 2026-08-28
 
 

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): August 28, 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

 

(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 August 28, 2026, XTO Energy Inc. (“XTO”), a Delaware corporation and a wholly-owned subsidiary of ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), issued notices (the “Redemption Notices”) to holders of XTO’s 6.10% Senior Notes due 2036 (the “2036 Notes”), 6.75% Senior Notes due 2037 (the “2037 Notes”) and 6.375% Senior Notes due 2038 (the “2038 Notes” and together with the 2036 Notes and the 2037 Notes, the “Notes”) calling for redemption (the “Redemption”) of all outstanding Notes. A copy of the Redemption Notices for the 2036 Notes, 2037 Notes and 2038 Notes are attached as Exhibit 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.

On September 27, 2026, (the “Redemption Date”), all then-outstanding Notes will be repurchased for cash at a price (the “Redemption Price”) equal to 100% of the principal amount of the Notes plus the Make-Whole Amount (as defined in the Redemption Notices), together with accrued and unpaid interest to the Redemption Date.

This Current Report on Form 8-K does not constitute a redemption notice and is qualified in its entirety by reference to the Redemption Notices.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
   Description
99.1    Redemption Notice for 6.10% Senior Notes due 2036.
99.2    Redemption Notice for 6.75% Senior Notes due 2037.
99.3    Redemption Notice for 6.375% Senior Notes due 2038.
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.

 

    EXXONMOBIL HOLDINGS CORPORATION

Date: August 28, 2026

    By:  

/s/ James R. Chapman

      James R. Chapman
      Vice President, Corporate Finance and Treasurer

Exhibit 99.1

NOTICE OF FULL REDEMPTION

XTO ENERGY INC.

6.10% Senior Notes Due 2036 (the “Notes”)

CUSIP: 98385X AJ5*

NOTICE IS HEREBY GIVEN that pursuant to Section 10.4 of the indenture dated as of April 13, 2005 (the “Base Indenture”) between XTO Energy Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America (as successor in interest to The Bank of New York), as trustee (the “Trustee”), and Section 1.3 of the Third Supplemental Indenture dated as of March 30, 2006 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Issuer and the Trustee, that the Issuer has elected to redeem all of the outstanding Notes (the “Redemption”) on September 27, 2026 (the “Redemption Date”) pursuant to Section 10.8 of the Base Indenture. As of the date of this notice (this “Redemption Notice”), $174,435,000 aggregate principal amount of the Notes are issued and outstanding. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Indenture.

The “Redemption Price” is equal to 100% of the principal amount of the Notes plus the Make-Whole Amount (as defined in the Supplemental Indenture), together with accrued and unpaid interest to the Redemption Date.

Holders of the Notes in certificated form must present and surrender their Notes for redemption at the addresses indicated below in order to collect the Redemption Price, and Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company in the usual manner to be paid the Redemption Price. For all the Notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company in the usual manner. The Notes called for redemption must be so surrendered to the Paying Agent (as defined below) in order to collect the Redemption Price. The addresses for delivery of the Notes in certificated form to The Bank of New York Trust Company, N.A., in its capacity as paying agent (the “Paying Agent”) is as follows:

 

Registered & Certified Mail:

  

Regular Mail or Courier:

  

In Person by Hand Only:

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

On the Redemption Date, the Redemption Price will become due and payable on the Notes. The payment of the Redemption Price and performance of the Issuer’s obligations with respect to the Redemption may be performed by another Person. Unless the Issuer defaults in making payment of the Redemption Price, interest on the Notes shall cease to accrue on and after the Redemption Date.


IMPORTANT TAX INFORMATION:

PURSUANT TO U.S. FEDERAL TAX LAWS, YOU HAVE A DUTY TO PROVIDE THE APPLICABLE TYPE OF TAX CERTIFICATION FORM ISSUED BY THE U.S. INTERNAL REVENUE SERVICE (“IRS”) TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION TO ENSURE PAYMENTS ARE REPORTED ACCURATELY TO YOU AND TO THE IRS. IN ORDER TO PERMIT ACCURATE WITHHOLDING (OR TO PREVENT WITHHOLDING), A COMPLETE AND VALID TAX CERTIFICATION FORM MUST BE RECEIVED BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION BEFORE PAYMENT OF THE REDEMPTION PROCEEDS IS MADE TO YOU. FAILURE TO TIMELY PROVIDE A VALID TAX CERTIFICATION FORM AS REQUIRED WILL RESULT IN THE MAXIMUM AMOUNT OF U.S. WITHHOLDING TAX BEING DEDUCTED FROM ANY REDEMPTION PAYMENT THAT IS MADE TO YOU.

* * * * *

Date: August 28, 2026    XTO Energy Inc.

 

*

This CUSIP number is included solely for the convenience of the Holders. Neither the Issuer, the Trustee nor the Paying Agent or any of their agents shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this Redemption Notice.

Exhibit 99.2

NOTICE OF FULL REDEMPTION

XTO ENERGY INC.

6.75% Senior Notes Due 2037 (the “Notes”)

CUSIP: 98385X AM8*

NOTICE IS HEREBY GIVEN that pursuant to Section 10.4 of the indenture dated as of July 19, 2007 (the “Base Indenture”) between XTO Energy Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), and Section 1.3 of the First Supplemental Indenture dated as of July 19, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Issuer and the Trustee, that the Issuer has elected to redeem all of the outstanding Notes (the “Redemption”) on September 27, 2026 (the “Redemption Date”) pursuant to Section 10.8 of the Base Indenture. As of the date of this notice (this “Redemption Notice”), $252,384,000 aggregate principal amount of the Notes are issued and outstanding. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Indenture.

The “Redemption Price” is equal to 100% of the principal amount of the Notes plus the Make-Whole Amount (as defined in the Supplemental Indenture), together with accrued and unpaid interest to the Redemption Date.

Holders of the Notes in certificated form must present and surrender their Notes for redemption at the addresses indicated below in order to collect the Redemption Price, and Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company in the usual manner to be paid the Redemption Price. For all the Notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company in the usual manner. The Notes called for redemption must be so surrendered to the Paying Agent (as defined below) in order to collect the Redemption Price. The addresses for delivery of the Notes in certificated form to The Bank of New York Trust Company, N.A., in its capacity as paying agent (the “Paying Agent”) is as follows:

 

Registered & Certified Mail:

  

Regular Mail or Courier:

  

In Person by Hand Only:

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

On the Redemption Date, the Redemption Price will become due and payable on the Notes. The payment of the Redemption Price and performance of the Issuer’s obligations with respect to the Redemption may be performed by another Person. Unless the Issuer defaults in making payment of the Redemption Price, interest on the Notes shall cease to accrue on and after the Redemption Date.


IMPORTANT TAX INFORMATION:

PURSUANT TO U.S. FEDERAL TAX LAWS, YOU HAVE A DUTY TO PROVIDE THE APPLICABLE TYPE OF TAX CERTIFICATION FORM ISSUED BY THE U.S. INTERNAL REVENUE SERVICE (“IRS”) TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION TO ENSURE PAYMENTS ARE REPORTED ACCURATELY TO YOU AND TO THE IRS. IN ORDER TO PERMIT ACCURATE WITHHOLDING (OR TO PREVENT WITHHOLDING), A COMPLETE AND VALID TAX CERTIFICATION FORM MUST BE RECEIVED BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION BEFORE PAYMENT OF THE REDEMPTION PROCEEDS IS MADE TO YOU. FAILURE TO TIMELY PROVIDE A VALID TAX CERTIFICATION FORM AS REQUIRED WILL RESULT IN THE MAXIMUM AMOUNT OF U.S. WITHHOLDING TAX BEING DEDUCTED FROM ANY REDEMPTION PAYMENT THAT IS MADE TO YOU.

* * * * *

Date: August 28, 2026    XTO Energy Inc.

 

*

This CUSIP number is included solely for the convenience of the Holders. Neither the Issuer, the Trustee nor the Paying Agent or any of their agents shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this Redemption Notice.

Exhibit 99.3

NOTICE OF FULL REDEMPTION

XTO ENERGY INC.

6.375% Senior Notes Due 2038 (the “Notes”)

CUSIP: 98385X AQ9*

NOTICE IS HEREBY GIVEN that pursuant to Section 10.4 of the indenture dated as of July 19, 2007 (the “Base Indenture”) between XTO Energy Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), and Section 1.3 of the Second Supplemental Indenture dated as of April 18, 2008 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Issuer and the Trustee, that the Issuer has elected to redeem all of the outstanding Notes (the “Redemption”) on September 27, 2026 (the “Redemption Date”) pursuant to Section 10.8 of the Base Indenture. As of the date of this notice (this “Redemption Notice”), $199,725,000 aggregate principal amount of the Notes are issued and outstanding. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Indenture.

The “Redemption Price” is equal to 100% of the principal amount of the Notes plus the Make-Whole Amount (as defined in the Supplemental Indenture), together with accrued and unpaid interest to the Redemption Date.

Holders of the Notes in certificated form must present and surrender their Notes for redemption at the addresses indicated below in order to collect the Redemption Price, and Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company in the usual manner to be paid the Redemption Price. For all the Notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company in the usual manner. The Notes called for redemption must be so surrendered to the Paying Agent (as defined below) in order to collect the Redemption Price. The addresses for delivery of the Notes in certificated form to The Bank of New York Trust Company, N.A., in its capacity as paying agent (the “Paying Agent”) is as follows:

 

Registered & Certified Mail:

  

Regular Mail or Courier:

  

In Person by Hand Only:

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

  

BNY Corporate Trust

Transfers/Redemptions

500 Ross Street, Suite 425

Pittsburgh, PA 15262

On the Redemption Date, the Redemption Price will become due and payable on the Notes. The payment of the Redemption Price and performance of the Issuer’s obligations with respect to the Redemption may be performed by another Person. Unless the Issuer defaults in making payment of the Redemption Price, interest on the Notes shall cease to accrue on and after the Redemption Date.


IMPORTANT TAX INFORMATION:

PURSUANT TO U.S. FEDERAL TAX LAWS, YOU HAVE A DUTY TO PROVIDE THE APPLICABLE TYPE OF TAX CERTIFICATION FORM ISSUED BY THE U.S. INTERNAL REVENUE SERVICE (“IRS”) TO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION TO ENSURE PAYMENTS ARE REPORTED ACCURATELY TO YOU AND TO THE IRS. IN ORDER TO PERMIT ACCURATE WITHHOLDING (OR TO PREVENT WITHHOLDING), A COMPLETE AND VALID TAX CERTIFICATION FORM MUST BE RECEIVED BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION BEFORE PAYMENT OF THE REDEMPTION PROCEEDS IS MADE TO YOU. FAILURE TO TIMELY PROVIDE A VALID TAX CERTIFICATION FORM AS REQUIRED WILL RESULT IN THE MAXIMUM AMOUNT OF U.S. WITHHOLDING TAX BEING DEDUCTED FROM ANY REDEMPTION PAYMENT THAT IS MADE TO YOU.

* * * * *

Date: August 28, 2026    XTO Energy Inc.

 

*

This CUSIP number is included solely for the convenience of the Holders. Neither the Issuer, the Trustee nor the Paying Agent or any of their agents shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this Redemption Notice.

Filing Exhibits & Attachments

7 documents