Underwriting Agreement dated October 4, 2024 among Exxon Mobil Corporation and Morgan Stanley & Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., as managers of the several underwriters named therein

Exhibit 1.1

Execution Version

UNDERWRITING AGREEMENT

October 4, 2024

Exxon Mobil Corporation

22777 Springwoods Village Parkway

Spring, Texas ###-###-####

Ladies and Gentlemen:

We (collectively, the “Manager”) understand that Exxon Mobil Corporation, a New Jersey corporation (the “Company”), proposes to issue and sell $171,968,000 aggregate principal amount of its Floating Rate Notes due 2074 (the “Notes” or the “Offered Securities”).

Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriters named below (the “Underwriters”) severally agree to purchase the Notes at 99.000% of the principal amount of such Notes and accrued interest from October 8, 2024, if any, to the date of payment and delivery.

Upon delivery of such Offered Securities, the Underwriters will pay for such Offered Securities at a closing to be held at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 10:00 a.m. (New York time) on October 8, 2024, or at such other time as shall be designated by the Manager.

The Offered Securities will have the terms and conditions set forth in “Description of Notes” in the prospectus supplement for the Offered Securities, to be dated October 4, 2024 (the “prospectus supplement”), and terms defined therein will have the same meanings when used in this underwriting agreement (this “Agreement”). The following is a summary of such terms and conditions for the Offered Securities:

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For purposes of Article VIII of the Standard Provisions (as defined below), we confirm that we have furnished to the Company for use in the preliminary prospectus supplement for the Offered Securities dated September 30, 2024 (the “preliminary prospectus supplement”) and the prospectus supplement:

(a) The second and third sentence of the third paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning the dealer concessions and reallowances;

(b) The first, second, third and fourth sentence of the sixth paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning short sales, stabilizing transactions and purchases to cover positions created by short sale by the Underwriters;

(c) The fourth sentence of the seventh paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning market making by the Underwriters; and

(d) The third and fourth sentence of the eleventh paragraph of text under “Underwriting” in such preliminary prospectus supplement and prospectus supplement, concerning other relationships between the Underwriters or their affiliates and the Company.

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

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The term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). The term “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). The term “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. The term “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Other than as described in sub-clauses (a) through (d) of this paragraph, all provisions contained in that certain document entitled “Underwriting Agreement Standard Provisions (Debt Securities)” of the Company, dated March 17, 2014 (the “Standard Provisions”), are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Notwithstanding the preceding sentence, in the event of any conflict between the Standard Provisions and this Agreement, the provisions of this Agreement shall control.

(a) Section 4(a) of the Standard Provisions shall be modified to replace the reference to “Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., or Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation (or their respective successors)” with “S&P Global Ratings, a division of S&P Global Inc., or Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation (or their respective successors)”;

(b) Section 4(b) of the Standard Provisions shall be modified to replace the reference to “an opinion of James E. Parsons, Esq., Coordinator – Corporate Securities and Finance Law of the Company” with “an opinion of Timothy Kim, Esq. Counsel – Corporate of the Company” and the reference to “FORM OF OPINION OF COORDINATOR – CORPORATE SECURITIES AND FINANCE LAW OF THE COMPANY” in Exhibit A to the Standard Provisions shall accordingly be replaced with “FORM OF OPINION OF COUNSEL – CORPORATE OF THE COMPANY”;

(c) Section 4(d) of the Standard Provisions shall be deleted in its entirety and replaced with: “The Manager shall have received on the Closing Date an opinion and letter of Kirkland & Ellis LLP, counsel for the Underwriters, dated the Closing Date, in each case, in form and substance reasonably satisfactory to the Underwriters”; and

(d) Exhibits C-1 and C-2 of the Standard Provisions shall be deleted in their entirety and replaced with: “Reserved.”

The term “Depositary” as used therein shall mean The Depository Trust Company, and the term “Manager” as used therein shall mean Morgan Stanley & Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., whose authority thereunder may be exercised by them jointly.

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This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[The remainder of this page intentionally left blank; signature pages follow].

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[Signature Page to Underwriting Agreement]

[Signature Page to Underwriting Agreement]

Schedule A

General Use Free Writing Prospectuses

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Schedule B

Pricing Term Sheet

Exxon Mobil Corporation

$171,968,000 Floating Rate Notes due 2074

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The Company has filed a registration statement (including a preliminary prospectus supplement and an accompanying prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents that the Company has filed with the SEC, including the preliminary prospectus supplement, for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting: Morgan Stanley & Co. LLC toll-free at ###-###-####; UBS Securities LLC toll-free at ###-###-####; RBC Capital Markets, LLC toll-free at ###-###-####; or Deutsche Bank Securities Inc. toll-free at ###-###-####.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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