XOM 8-K
ExxonMobil Holdings Corp (XOM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(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 |
Name of Each Exchange on Which Registered | ||
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. |