Ownership math · §21.373 · §21.552(a)(3)
Bottom line. Critics say the new Texas ownership rules are “virtually impossible” to clear. Two facts say otherwise. First, ExxonMobil declined to adopt these rules at all — they are not part of the company's Texas governance. Second, even if the rules had been adopted, the math shows they would not be hard to clear. 3,135 of ExxonMobil's 4,869 institutional shareholders individually meet the threshold for filing a proposal. 14,631 pairs of shareholders clear the threshold for a derivative lawsuit. And even after excluding Vanguard, BlackRock, and State Street entirely, 30 two-holder pairs still clear 3%.
Method note: counts from S&P Capital IQ 13F filings at the latest available position dates (4,160 of 4,869 primary-universe holders dated March 31, 2026; several large holders including Vanguard remain at December 31, 2025).
The post-SB 29 / SB 1057 Texas regime contains two elective shareholder-rights provisions critics frame as restrictive. They govern different rights — §21.373 is the shareholder-proposal threshold under SB 1057; §21.552(a)(3) is the derivative-standing threshold under SB 29. Both are opt-in. ExxonMobil’s Texas Certificate of Formation declines both. The arithmetic below shows that even on the counterfactual where the company had adopted either threshold, neither would be rare to clear.
The numbers below answer one question only: whether the criticized thresholds are arithmetically reachable at ExxonMobil. They do not predict that any particular institution will coordinate, sue, or submit a proposal. Behavioral coordination depends on institutional stewardship policies, regulatory and reputational constraints, and the legal architecture of "acting in concert" — none of which are tested here. ExxonMobil declined both provisions, so the calculation is counterfactual.
13F filers individually holding ExxonMobil shares with market value ≥ $1 million. Each would clear §21.373’s dollar prong without coalition — if the provision had been adopted. (§21.373 governs shareholder-proposal submission under SB 1057, not derivative standing.)
64.4% of the 4,869 total 13F filers.
ExxonMobil DEF 14A Annex B does not elect §21.373.
Two-firm coalitions whose combined ownership would clear the 3% derivative-standing cap under SB 29. The combinatorial space reaches 35.7 million at three firms and 58.0 billion at four.
ExxonMobil DEF 14A Annex B does not elect §21.552(a)(3).
Why this distinction matters. §21.373 is the SEC Rule 14a-8 analog — it governs shareholder-proposal eligibility. §21.552(a)(3) is the derivative-suit standing threshold. They are parallel opt-in statutes for different shareholder rights, not two paths to the same right. ExxonMobil declined both, which is why each card has the same status flag.
Without the Big Three at all
Two-firm pairs clear the 3% threshold without any Big-3 participation.
Anchored by FMR LLC (16 pairs) or Geode Capital Management (14 pairs). The FMR + Geode pair alone holds 4.694% — without Vanguard, BlackRock, or State Street.
Every qualifying ex-Big-3 two-firm coalition, sourced from S&P Capital IQ Public Ownership Detailed. Hover or click any card for filer-level detail.
Position dates: 4,160 of 4,869 primary-universe holders dated March 31, 2026; FMR, Geode, Norges Bank, and several other large holders remain at December 31, 2025. Combined-ownership math at S&P Capital IQ’s 0.001% precision; pair qualifies when combined % of common stock outstanding ≥ 3.000% under inclusive-ceiling rounding.
The three largest passive holders alone — Vanguard, BlackRock, and State Street Global Advisors — collectively hold roughly 23.3% of ExxonMobil. Any one of them clears the 3% threshold individually.
BlackRock: 6.5% in the proxy vs. 7.767% above — both correct
The DEF 14A "Certain Beneficial Owners" table at page 37 reports BlackRock at 6.5% under the 13G/13D-disclosed-to-issuer convention, recorded as of an earlier reporting date. The 7.767% figure shown above is the latest available S&P Capital IQ 13F position (March 31, 2026) and reflects subsequent purchases between the proxy’s certification date and the most recent reporting period. Both numbers are correct under their respective reporting conventions and snapshot dates. The substantive coalition-arithmetic conclusion (BlackRock clears the § 21.373 3% threshold individually) is robust to either choice.
Excluding the Big-3 entirely, the universe still contains 30 two-firm coalitions over the 3% line, anchored by pairings like FMR + Geode = 4.694%. The combinatorial space expands to 365 million at four firms.
The arithmetic is decisive. The threshold is binding only when nobody is willing to assemble a coalition — and that is a market for legal counsel, not a structural barrier.
The numerical exercise is a counterfactual. ExxonMobil’s proxy expressly declined both the SB 1057 $1M provision and the SB 29 3% provision in Annex B (Texas Certificate of Formation) and Annex C (Texas Bylaws):
The Company is not adopting any elective provisions of the Texas corporate statute that could be viewed as weakening shareholder rights as compared to New Jersey law in connection with the Texas Redomiciliation. ExxonMobil DEF 14A, at 77.
Primary sources
ExxonMobil 2026 DEF 14A, Annex B (Texas Certificate of Formation) at pp. 135-138; Annex C (Texas Bylaws) at pp. 139-162. Accession 0001193125-26-147614. EDGAR.