XOM

• On July 1, 2026, ExxonMobil completed its redomiciliation merger with ExxonMobil Holdings Corporation and Ensign LLC, effective the same day.
• ExxonMobil Holdings Corporation is expected to begin trading on the NYSE under the ticker 'XOM' on July 2, 2026, replacing ExxonMobil as the public company.
• ExxonMobil Holdings Corporation fully and unconditionally guaranteed ExxonMobil's notes under a second supplemental indenture, with ExxonMobil remaining the primary obligor.
• All ExxonMobil equity awards were converted into equivalent awards over ExxonMobil Holdings Corporation shares, retaining the same terms and conditions.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 3.03 Material Modification to Rights of Security Holders · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• ExxonMobil held its Annual Meeting of Shareholders on May 27, 2026, with 87.8% of outstanding shares voted.
• Shareholders ratified the appointment of independent auditors with 96.4% of votes cast in favor.
• The advisory vote on executive compensation passed with 92.9% of votes cast in favor.
• A proposal to redomicile the company to Texas was approved with 71.2% of votes cast in favor.

5.07 Submission of Matters to a Vote of Security Holders

• Susan Buchanan was elected Vice President and Chief Accounting Officer (principal accounting officer), effective July 1, 2026.
• Buchanan, 44, has been President of ExxonMobil Global Business Solutions since February 2026.
• She previously served as Vice President, Strategy and Business Development for ExxonMobil Upstream (Oct 2023–Feb 2026) and General Manager of U.S. Conventional Upstream (Nov 2022–Oct 2023).
• Buchanan, like other executive officers, does not have an employment contract.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• First-quarter 2026 earnings were $4.2 billion, or $1.00 per share, compared to $7.7 billion, or $1.76 per share, in the first quarter of 2025.
• Cash flow from operating activities was $8.7 billion, or $13.8 billion excluding margin postings; free cash flow was $2.7 billion.
• Shareholder distributions totaled $9.2 billion, including $4.3 billion in dividends and $4.9 billion in share repurchases.
• The company declared a second-quarter dividend of $1.03 per share, payable June 10, 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure

• ExxonMobil filed an 8-K on April 8, 2026, furnishing 1Q26 earnings considerations and an update on Middle East conflict impacts under Item 7.01 Regulation FD Disclosure.
• Attacks in Qatar impacted two LNG trains, accounting for about 3% of 2025 Upstream production, with repair time unknown pending on-site evaluation.
• Estimated 1Q26 impacts include $1.9-$2.3 billion from higher liquids prices, $0.2-$0.6 billion from gas prices, and negative timing effects of $4.9-$3.5 billion.
• The company plans to furnish 1Q26 financial results on May 1, 2026, at approximately 5:30 a.m. CT via its website and an 8-K filing.
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7.01 Regulation FD Disclosure

• The Notes are issued under an indenture dated March 20, 2014 with Deutsche Bank Trust Company Americas as trustee, as supplemented by a first supplemental indenture dated June 26, 2020 and an officer's certificate dated March 30, 2026.
• The offering was made under Exxon Mobil's Form S-3 registration statement filed with the SEC on February 18, 2026 (Reg. No. 333-293558).
• The underwriting agreement, officer's certificate, and legal opinions are filed as exhibits to this Form 8-K and incorporated by reference into the registration statement.
• The report is filed under Item 8.01 (Other Events) to disclose the entry into the underwriting agreement and the issuance of the Notes.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• On February 18, 2026, Jeffrey W. Ubben announced he will not stand for re-election to the ExxonMobil board.
• His departure is effective at the annual meeting of shareholders on May 27, 2026.
• He will remain on the board and continue to serve until the annual meeting.
• Chairman and CEO Darren Woods thanked Ubben for his five years of service.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Full-year 2025 earnings were $28.8 billion, compared to $33.7 billion in 2024.
• Cash flow from operations totaled $52.0 billion for 2025, and free cash flow was $26.1 billion.
• Shareholder distributions for 2025 were $37.2 billion, including $17.2 billion in dividends and $20.0 billion in share repurchases.
• The company plans to repurchase $20 billion of shares through 2026 and expects cash capital expenditures of $27-$29 billion in 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure