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Get filing alertsExxon Mobil completes redomiciliation from New Jersey to Texas via merger
Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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Completed redomiciliation merger from New Jersey to Texas; shareholders received 1-for-1 stock exchange, maintaining same ownership percentage. Trading suspended July 1, resumes July 2 under XOM ticker.
Item 2.01 verify on EDGAR → -
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Shareholder rights now governed by Texas Business Organizations Code rather than New Jersey law, potentially affecting shareholder protections and governance procedures.
Item 2.01 verify on EDGAR → -
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ExxonMobil Holdings Corporation added full and unconditional guarantee on all of ExxonMobil's existing senior unsecured debt obligations, providing additional credit support layer.
Item 1.01 verify on EDGAR → -
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Old ExxonMobil entity reduced authorized shares from 9 billion to 100 and board size to 3-5 directors, reflecting transition to subsidiary structure within new Texas holding company.
Item 5.03 verify on EDGAR → -
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NYSE will file Form 25 to delist old ExxonMobil Common Stock and deregister it under the Exchange Act; new entity deemed registered as successor under Rule 12g-3(a).
Item 3.01 verify on EDGAR →
Summary
Exxon Mobil completed its redomiciliation from New Jersey to Texas on July 1, 2026, through a merger with newly formed ExxonMobil Holdings Corporation. Shareholders received one share of the new Texas entity for each share held, maintaining identical ownership percentages. Trading of the old stock was suspended July 1 after market close and will resume July 2 under the same XOM ticker on NYSE.
The board and executive management remain unchanged in the new entity. The redomiciliation shifts shareholder rights from New Jersey to Texas corporate law, which may affect governance procedures and shareholder protections, though specific differences are not detailed in the filing.
The new Texas parent company has added a full guarantee on all of ExxonMobil's existing senior unsecured debt, providing an additional layer of credit support. The old New Jersey entity reduced its authorized shares from 9 billion to 100 and its board size to 3-5 directors, reflecting its new role as a subsidiary within the holding company structure. All equity awards converted on a 1-for-1 basis with unchanged terms.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Effective Time, each share of common stock, without par value, of ExxonMobil (“ExxonMobil Common Stock”) issued and outstanding immediately prior to the Effective Time (other than treasury shares, which were cancelled) was automatically exchanged for one share of common stock, par value $0.001 per share, of ExxonMobil Holdings Corporation (“ExxonMobil Holdings Corporation Common Stock”), and, as a result, the former shareholders of ExxonMobil automatically became shareholders of ExxonMobil Holdings Corporation, holding the same number and percentage of shares of ExxonMobil Holdings Corporation Common Stock as they held of ExxonMobil Common Stock immediately prior to the Redomiciliation Merger.
ExxonMobil completed its redomiciliation from New Jersey to Texas through a merger with ExxonMobil Holdings Corporation, a newly formed Texas entity. Each existing share was exchanged on a 1-for-1 basis, with shareholders maintaining the same ownership percentage. The company will continue trading under the XOM ticker symbol on the NYSE starting July 2, 2026.
Added in current filing · verify on EDGAR →
As of the Effective Time, the rights of shareholders of ExxonMobil Holdings Corporation are governed by the Texas Business Organizations Code and by the Amended and Restated Certificate of Formation of ExxonMobil Holdings Corporation and the ExxonMobil Holdings Corporation By-Laws.
Shareholder rights are now governed by Texas corporate law rather than New Jersey law. This change in legal jurisdiction may affect shareholder protections, voting rights, and corporate governance procedures, though the specific differences are not detailed in this filing.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
In addition, at the Effective Time, each outstanding warrant, stock option, restricted stock unit, performance stock unit, equity or equity-based award and other right to acquire any, or any instrument convertible into or exchangeable for, or based on the value of, ExxonMobil Common Stock issued by ExxonMobil (each, an “ExxonMobil Equity Award”) was ... automatically exchanged into a corresponding warrant, stock option, restricted stock unit, performance stock unit, equity or equity-based award, right or instrument relating to a number of shares of ExxonMobil Holdings Corporation Common Stock equal to the number of shares of ExxonMobil Common Stock subject to such ExxonMobil Equity Award immediately prior to the Effective Time. All such ExxonMobil Equity Awards continue to have the same terms and conditions (including with respect to, as applicable, exercisability, vesting and forfeiture (including performance vesting criteria), form of settlement and dividend equivalent rights) as applied immediately prior to the Effective Time, except as adjusted pursuant to the Merger Agreement.
All outstanding equity compensation awards were automatically converted to equivalent awards in the new Texas entity on a 1-for-1 basis. The terms and conditions of these awards, including vesting schedules and performance criteria, remain unchanged.
Added in current filing · verify on EDGAR →
Upon completion of the Redomiciliation Merger, ExxonMobil Holdings Corporation Common Stock was deemed to be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12g-3(a) promulgated thereunder. ExxonMobil Holdings Corporation is also deemed to be the successor registrant of ExxonMobil Common Stock pursuant to Rule 12g-3(a) under the Exchange Act.
The new Texas entity is automatically deemed registered under the Securities Exchange Act as the successor to the original ExxonMobil, ensuring continuity of SEC reporting obligations and public company status without requiring a new registration process.
Added in current filing · verify on EDGAR →
The directors and executive officers of ExxonMobil Holdings Corporation effective upon approval of the Redomiciliation Merger by the ExxonMobil shareholders are the same individuals who were directors and executive officers, respectively, of ExxonMobil as of immediately prior to the Redomiciliation Merger, each holding the same position at ExxonMobil Holdings Corporation that such individual held at ExxonMobil.
The board of directors and executive management team remain unchanged following the redomiciliation, with all individuals retaining their same positions in the new Texas entity.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
ExxonMobil shareholders approved a merger agreement previously disclosed in the April 2026 proxy statement.
Added in current filing · verify on EDGAR →
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Annex A to the proxy statement included in ExxonMobil’s definitive proxy statement on Schedule 14A filed with the Commission on April 8, 2026.
The 8-K references a merger agreement that was previously disclosed in ExxonMobil's April 8, 2026 proxy statement. The filing cross-references Item 5.02 for additional information, suggesting shareholder action was taken on this merger agreement. However, the provided excerpt does not contain the actual vote results, merger terms, or counterparty details.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the Redomiciliation Merger, ExxonMobil notified the NYSE that the Redomiciliation Merger had been completed and requested that trading of the ExxonMobil Common Stock be suspended on July 1, 2026. On July 1, 2026, the NYSE is expected to suspend trading of ExxonMobil Common Stock after the close of business.
ExxonMobil has completed its redomiciliation merger and requested NYSE suspend trading of its common stock effective July 1, 2026 after market close. This is a technical step in the corporate reorganization process.
Added in current filing · verify on EDGAR →
It is currently expected that, on July 2, 2026, shares of ExxonMobil Holdings Corporation Common Stock will commence trading under the current ExxonMobil ticker symbol “XOM” on the NYSE.
The successor entity, ExxonMobil Holdings Corporation, will begin trading July 2, 2026 under the same XOM ticker symbol on NYSE. Shareholders will experience minimal disruption as the ticker remains unchanged.
Added in current filing · verify on EDGAR →
In addition, the NYSE is expected to file with the Commission an application on Form 25 to delist the ExxonMobil Common Stock from the NYSE and deregister the ExxonMobil Common Stock under Section 12(b) of the Exchange Act.
NYSE will file Form 25 to formally delist the old ExxonMobil Common Stock and deregister it under the Exchange Act. This is standard procedure when a company redomiciles through a merger structure.
Event · Item 3.03 — Material Modification to Rights of Security Holders
ExxonMobil completed a redomiciliation, realigning the subsidiary board and officers; the public parent’s board and executive team remain unchanged.
Added in current filing · verify on EDGAR →
Effective as of the Effective Time, each of Michael J. Angelakis, Angela F. Braly, Maria S. Dreyfus, Greg C. Garland, John D. Harris II, Kaisa H. Hietala, Joseph L. Hooley, Steven A. Kandarian, Alexander A. Karsner, Lawrence W. Kellner, Dina Powell McCormick, and Darren W. Woods resigned as a director of ExxonMobil. Effective as of the Effective Time, ExxonMobil Holdings Corporation, in its capacity as the sole shareholder of ExxonMobil, elected Neil A. Chapman, Neil A. Hansen, and Jack P. Williams, Jr. as directors of ExxonMobil, in each case to hold office until his or her successor has been duly elected and qualified, or until his or her earlier resignation or removal.
All twelve directors of ExxonMobil resigned effective at the Effective Time, including CEO Darren W. Woods. The sole shareholder, ExxonMobil Holdings Corporation, elected three new directors: Neil A. Chapman, Neil A. Hansen, and Jack P. Williams, Jr. This represents a complete board replacement as part of the redomiciliation transaction at the subsidiary; the public parent’s directors and executive officers are unchanged.
Added in current filing · verify on EDGAR →
Effective as of the Effective Time, each of ExxonMobil’s named executive officers named in ExxonMobil’s definitive proxy statement on Schedule 14A filed with the Commission on April 8, 2026 ceased to hold the offices set forth therein and the following persons were appointed as the officers of ExxonMobil in the offices set forth opposite their respective names, in each case to hold office until the earlier of his or her resignation, removal or death: James R. Chapman, President, Treasurer Susan E. Buchanan, Vice President, Controller
All named executive officers from the April 2026 proxy statement ceased to hold their offices at the Effective Time. Two new officers were appointed: James R. Chapman as President and Treasurer, and Susan E. Buchanan as Vice President and Controller. These officer changes apply at the subsidiary; the public parent’s directors and executive officers are unchanged. as part of the redomiciliation.
Added in current filing · verify on EDGAR →
The information set forth in the Explanatory Note and Item 2.01, each as set forth in this Current Report on Form 8-K, is incorporated by reference into this Item 3.03.
The filing discloses a material modification to the rights of security holders, with details incorporated by reference from the Explanatory Note and Item 2.01. This modification is connected to the redomiciliation transaction and the resulting changes in corporate structure.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
ExxonMobil amended its charter and bylaws in connection with a redomiciliation merger, reducing authorized shares to 100 and board size to 3-5 directors.
Added in current filing · verify on EDGAR →
The ExxonMobil Charter was amended to decrease 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.
ExxonMobil drastically reduced its authorized common shares from 9 billion to 100 shares as part of a redomiciliation merger completed July 1, 2026. This extreme reduction suggests ExxonMobil is becoming a holding company or subsidiary structure rather than a publicly-traded operating entity with broad share authorization.
Added in current filing · verify on EDGAR →
The ExxonMobil By-Laws were amended to adjust the size of the board of directors of ExxonMobil to not less than three (3) directors and not more than five (5) directors, among other things.
The bylaws now permit a board of 3 to 5 directors, a sizes. This change aligns with the charter amendments and further indicates ExxonMobil is transitioning to a simplified corporate structure, likely as part of the redomiciliation merger.
Added in current filing · verify on EDGAR →
On May 27, 2026, the Restated Certificate of Incorporation of ExxonMobil, as amended (the “ExxonMobil Charter”), and the ExxonMobil By-Laws, as amended (the “ExxonMobil By-Laws”), were amended in connection with the Redomiciliation Merger.
ExxonMobil completed a redomiciliation merger on July 1, 2026, which triggered the charter and bylaws amendments. The filing redomiciled to Texas or the structure of the merger, but the dramatic reduction in authorized shares and board size suggests a fundamental corporate restructuring.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 1, 2026 · How we verify