XOM 8-K: Smart Summary

Upon consummation of the Redomiciliation Merger, ExxonMobil Holdings Corporation, Exxon Mobil Corporation, and Deutsche Bank Trust Company Americas entered into a Second Supplemental Indenture dated July 1, 2026, pursuant to which ExxonMobil Holdings Corporation fully and unconditionally guaranteed, on a senior unsecured basis, all of Exxon Mobil Corporation's payment and performance obligations under the Indenture dated March 20, 2014 and the notes issued thereunder.

• Second Supplemental Indenture — Parties: Exxon Mobil Corporation (issuer/New Jersey corporation), ExxonMobil Holdings Corporation (parent guarantor/Texas corporation), and Deutsche Bank Trust Company Americas (Trustee); effective date July 1, 2026; supplements the Indenture dated March 20, 2014 (as previously supplemented by the First Supplemental Indenture dated June 26, 2020); ExxonMobil Holdings Corporation provides a full and unconditional senior unsecured guarantee of all of Exxon Mobil Corporation's payment and performance obligations under the Indenture and all notes issued thereunder; Exxon Mobil Corporation remains the primary obligor; Notes continue as senior unsecured obligations of Exxon Mobil Corporation; governed by the laws of the State of New York; guarantee remains in force until all principal, premium (if any), interest, and other amounts under the Securities have been paid in full

• Restated Certificate of Incorporation — Authorized Shares — Decreased the authorized number of shares of ExxonMobil Common Stock from nine billion (9,000,000,000) shares to one hundred (100) shares, among other changes; effective May 27, 2026 in connection with the Redomiciliation Merger.
• ExxonMobil By-Laws — Board of Directors Size — Adjusted the size of the board of directors to not less than three (3) directors and not more than five (5) directors, among other things; effective May 27, 2026 in connection with the Redomiciliation Merger.

• President, Treasurer James R. Chapman — appointed effective as of the Effective Time; to hold office until earlier of resignation, removal, or death
• Vice President, Controller Susan E. Buchanan — appointed effective as of the Effective Time; to hold office until earlier of resignation, removal, or death

• Consummation of Redomiciliation Merger — Second Supplemental Indenture and guarantee became effective upon consummation of the Redomiciliation Merger
• Release of Guarantee — Parent Guarantor's obligations terminate upon (a) satisfaction and discharge pursuant to Section 4.01 of the Indenture, or (b) defeasance and discharge pursuant to Section 4.03 of the Indenture
• No Holder Consent Required — Entered into pursuant to Section 9.01(j) of the Indenture, which permits supplemental indentures without consent of any Holder of Securities provided such action does not adversely affect the interests of Holders of Securities of any series in any material respect
• Officer's Certificate and Opinion of Counsel — Company delivered to the Trustee an Officer's Certificate and an Opinion of Counsel; all conditions precedent provided for in the Indenture relating to execution of this Second Supplemental Indenture have been complied with

• Director Michael J. Angelakis — resigned effective as of the Effective Time
• Director Angela F. Braly — resigned effective as of the Effective Time
• Director Maria S. Dreyfus — resigned effective as of the Effective Time
• Director Greg C. Garland — resigned effective as of the Effective Time
• Director John D. Harris II — resigned effective as of the Effective Time
• Director Kaisa H. Hietala — resigned effective as of the Effective Time
• Director Joseph L. Hooley — resigned effective as of the Effective Time
• Director Steven A. Kandarian — resigned effective as of the Effective Time
• Director Alexander A. Karsner — resigned effective as of the Effective Time
• Director Lawrence W. Kellner — resigned effective as of the Effective Time
• Director Dina Powell McCormick — resigned effective as of the Effective Time
• Director Darren W. Woods — resigned effective as of the Effective Time
• Named Executive Officers (as named in ExxonMobil's definitive proxy statement on Schedule 14A filed April 8, 2026) — each ceased to hold their respective offices effective as of the Effective Time

• ExxonMobil notified the NYSE that the Redomiciliation Merger had been completed
• ExxonMobil requested that trading of ExxonMobil Common Stock be suspended on July 1, 2026
• The NYSE is expected to suspend trading of ExxonMobil Common Stock after the close of business on July 1, 2026
• On July 2, 2026, shares of ExxonMobil Holdings Corporation Common Stock are expected to commence trading on the NYSE
• ExxonMobil Holdings Corporation Common Stock will trade under the current ExxonMobil ticker symbol 'XOM'
• The NYSE is expected to file with the Commission an application on Form 25 to delist ExxonMobil Common Stock from the NYSE
• The NYSE is expected to deregister ExxonMobil Common Stock under Section 12(b) of the Exchange Act

• Director Neil A. Chapman — elected by ExxonMobil Holdings Corporation as sole shareholder, effective as of the Effective Time; to hold office until successor is duly elected and qualified or until earlier resignation or removal
• Director Neil A. Hansen — elected by ExxonMobil Holdings Corporation as sole shareholder, effective as of the Effective Time; to hold office until successor is duly elected and qualified or until earlier resignation or removal
• Director Jack P. Williams, Jr. — elected by ExxonMobil Holdings Corporation as sole shareholder, effective as of the Effective Time; to hold office until successor is duly elected and qualified or until earlier resignation or removal

• Guaranteed Notes — Notes covered by the guarantee include: 2.275% notes due 2026, 3.294% notes due 2027, 0.524% Notes due 2028, 2.440% notes due 2029, 3.482% notes due 2030, 2.610% notes due 2030, 0.835% Notes due 2032, 1.408% Notes due 2039, 2.995% notes due 2039, 4.227% notes due 2040, 3.567% notes due 2045, 4.114% notes due 2046, 3.095% notes due 2049, 4.327% notes due 2050, 3.452% notes due 2051, Floating Rate Notes due 2074, Floating Rate Notes due 2075, Floating Rate Notes due 2075, and Floating Rate Notes due 2076
• Guarantee Scope — ExxonMobil Holdings Corporation guarantees full and punctual payment of principal (and premium, if any), interest, and all other amounts payable under the Securities and the Indenture; upon failure by Exxon Mobil Corporation to pay punctually, Parent Guarantor shall forthwith on demand pay the amount not paid
• Enforcement Costs — Parent Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing rights under Article 2