ExxonMobil Advises Shareholders to Reject TRC Capital's Mini-Tender Offer

In a recent announcement, Exxon Mobil Corporation (NYSE:XOM) urged its shareholders to reject an unsolicited mini-tender offer from TRC Capital Investment Corporation. The offer aims to purchase up to 1 million shares of ExxonMobil common stock, representing approximately 0.023 percent of the company’s outstanding shares as of June 9, 2025. TRC Capital's proposed purchase price of $100 per share is notably 4.1% below the closing price of $104.18 on June 6, 2025, and more than 10% lower than yesterday's closing price of $111.75.

ExxonMobil's management has emphasized the importance of evaluating offers critically, especially when they may not align with current market values. The company stated, "We recommend that stockholders do not tender their shares in response to TRC’s offer, which is conditional on a market price of $99.06 and subject to numerous other conditions."

The unsolicited nature of TRC's offer raises significant concerns, as mini-tender offers like this one often sidestep many regulatory requirements under U.S. Securities and Exchange Commission (SEC) regulations. According to the SEC, such offers can pose risks to investors due to the lower level of protections and transparency compared to larger tender offers. The SEC has cautioned investors, stating that some bidders may exploit below-market prices, potentially misleading shareholders if they do not verify the offer against current market prices.

TRC Capital has pursued similar unsolicited mini-tender offers for shares of other companies in the past, a strategy that has garnered scrutiny for its potential to mislead investors. ExxonMobil has urged shareholders to consult with their financial advisors before making any decisions regarding the tender offer and to consider the current market value of their shares.

Investors who have already tendered their shares may withdraw them at any time before the offer's expiration, which is set for July 10, 2025, at 11:59 p.m. New York City time. TRC Capital retains the discretion to extend the offering period. ExxonMobil has requested that brokers and dealers disseminate this news release to ensure that all relevant materials related to TRC’s offer are fully transparent.

ExxonMobil, one of the world's largest publicly traded international energy and petrochemical companies, has a robust portfolio that includes upstream, product solutions, and low carbon solutions. The corporation is committed to sustainable practices, having announced plans to significantly reduce greenhouse gas emissions by 2030, with a long-term goal of achieving net-zero emissions by 2050. This commitment reflects ExxonMobil's dedication to evolving in line with societal needs while maintaining operational integrity and shareholder value.

For further information, investors are encouraged to visit the SEC's guidance on mini-tender offers at [SEC Mini-Tender Offer Guidance](https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html).