8-KThe WireRoutine
Company Update
Filed Apr 1, 2025 · 1y ago · Accession 0001193125-25-070417
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): March 28, 2025
Exxon Mobil Corporation
(Exact name of registrant as specified in its charter)
New Jersey
1-2256
13-5409005
(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, without par value
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 March 28, 2025, Exxon Mobil Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as managers of the several underwriters named therein, for the issuance and sale by the Company of $192,803,000 aggregate principal amount of its Floating Rate Notes due 2075 (the “Notes”).
The Notes will be issued pursuant to an indenture entered into by the Company 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 the Company and the Trustee, and as further supplemented by an officer’s certificate dated April 1, 2025 establishing the terms and forms of the Notes.
The Notes were offered pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 10, 2023 (Reg. No. 333-270460) (the “Registration Statement”).
The Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) are filed as Exhibits 1.1 and 4.3, 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, 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
Underwriting Agreement dated March 28, 2025 among Exxon Mobil Corporation and Morgan Stanley & Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC, Deutsche Bank Securities Inc. and J.P. Morgan 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 the Company’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 the Company’s Report on Form 8-K of June 26, 2020)
4.3
Officer’s Certificate of Exxon Mobil Corporation dated April 1, 2025
4.4
Form of Global Note representing the Floating Rate Notes due 2075 (included in Exhibit 4.3)
5.1
Opinion of Davis Polk & Wardwell LLP
5.2
Opinion of Timothy Kim, Esq., Counsel—Corporate of Exxon Mobil 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)
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: April 1, 2025
EXXON MOBIL CORPORATION
By:
/s/ James R. Chapman
Name:
James R. Chapman
Title:
Vice President, Treasurer and Investor Relations
Filing details
- Company
- EXXON MOBIL CORP
- Ticker
- XOM
- CIK
- 34088
- Form type
- 8-K
- Filing date
- Apr 1, 2025
- Report date
- Mar 28, 2025
- Document
- d924442d8k.htm
- Size
- 540 KB