Exxon and Dell become Texas corporations on the same day

Exxon Mobil swapped its New Jersey charter for a Texas one through a holding company merger, and Dell converted from Delaware, both effective July 1. Tesla reported 480,126 second quarter deliveries and its stock fell 7.49% that day.

Exxon Mobil and Dell Technologies both became Texas corporations on Wednesday, July 1, and both told the SEC that day.

Tesla had the week's other big story. It beat its second quarter delivery estimate by a wide margin, and its stock still fell 7.49% the next day. We start with the charters.

Exxon's route was a merger. A new Texas company, ExxonMobil Holdings, replaced the New Jersey corporation as the publicly traded parent, and each Exxon share was swapped one for one, the new company's July 1 succession filing shows. The ticker stays XOM, and the 12 directors stay in their seats. Shareholder rights now run under the Texas Business Organizations Code instead of the law of New Jersey, where NJBIZ noted Exxon had been incorporated since 1882.

The vote wasn't close, but it wasn't unanimous either. At the May 27 annual meeting the proposal drew 2,216,403,048 votes for and 896,852,562 against, about 71.2% support, in Exxon's vote report. Glass Lewis and Firm Shareholder Services had both recommended against it, NJBIZ reported. The company's latest quarterly report lists Spring, north of Houston.

Dell converted from a Delaware corporation to a Texas one, effective at 12:01 a.m. Central time on July 1, its current report says. It filed the certificates of conversion on June 26, the day after the annual meeting, where holders cast 3,358,114,482 votes for the move and 107,690,029 against. Round Rock remains the address on DELL filings.

Neither filing describes moving an office. Both moves land on the Relo Feed because they change which state's law governs shareholder rights.

Our read

Same day, same new home state, two very different charters. The 2025 SB 29 changes let a Texas public company require up to 3% ownership before a shareholder can bring a derivative suit, Gibson Dunn explained, and Dell took the full 3%. Its July 1 current report says the new certificate of formation elects that threshold. Exxon went the other way. In a May 12 letter rebutting Glass Lewis, filed as proxy material, it said it didn't opt into the higher ownership thresholds for derivative suits or shareholder proposals. What it defended instead was an available forum provision, arguing that Texas courts are well positioned to hear matters involving the company.

The vote counts say more about control than about charters. Exxon's pitch in its March announcement was alignment, with leadership and core operations based in Texas since 1989, about 75% of its U.S. employees working there and a business court built for complex disputes. It said it had no plans to adopt elective provisions that would cut shareholder rights, and it still drew close to 29% against with both proxy advisers opposed. Dell made the less shareholder friendly choice and never had to win the argument, since its proxy shows Michael Dell holding more than half the voting power.

For Exxon holders the thing to watch is whether the restraint lasts. Its letter says raising those thresholds later would take an amendment to its governing documents, one that would either need shareholder approval first or stay open to a later shareholder vote. Dell holders face the higher bar now. A derivative suit there needs owners of 3% of the shares behind it, and at a company that size that's a big block to put together.

The Texas charter tracker, as of July 6

Exxon and Dell bring the count of finished moves to 16. Nine of the 16 set the 3% bar for derivative suits, two set 1% and five set none. Fifteen made the Business Court the available forum for internal disputes. Exxon is the one that didn't, since it only uses that court as a backup behind federal court in Houston.

Three moves have failed this year, each for a different reason. Texas Capital's holders voted it down, Weatherford fell short of the 75% bar Irish law sets, and Archer Aviation won 84% of the votes cast but needed a majority of all shares and didn't get the turnout.

Vote figures use whatever base each company's own standard used, votes cast, shares outstanding or voting power, so check the base before comparing two rows. Each company name links to the filing behind its row. Terms for moves that haven't closed show as pending, since the final charter can still change.

Tesla beats delivery estimates

Tesla delivered 480,126 vehicles in the second quarter and built 451,758, its July 2 release says. Energy storage deployments came to 13.5 gigawatt hours. Stocktwits put the analyst expectation at roughly 406,000 deliveries.

The stock fell anyway. TSLA closed at $425.30 on July 1 and $393.45 on July 2, down 7.49% by Lone Star Index math from Yahoo Finance closes. Gene Munster, quoted by Stocktwits, put it down to profit taking after a four day run. Over the holiday shortened week it still gained 3.62%, from $379.71 on June 26. Tesla's quarterly report already lists Texas as its state of incorporation and Austin as its address, and it reports second quarter results July 22.

Returns are our calculations from Yahoo Finance closes. Oracle's loss came on top of its 19% drop the week before.

The buying

Brian Stephenson kept buying. The Faeth Therapeutics finance chief added 13,634 shares of FTH from June 29 through July 1, about $326,127 by our math, and now holds 46,688 through his revocable trust, his July 1 Form 4 shows. That's three straight filings since the company moved its address to Austin in mid June.

Opaleye Management, a Boston fund that files as a 10% owner, bought 152,533 shares of Grapevine based Alpha Cognition (ACOG) on June 25 and 26, most of it at a weighted average of $6.4017, per a filing made June 29. That's about $976,490.

The largest purchase came from Nexstar Media Group's chief executive. Perry Sook bought 12,235 shares of the Irving broadcaster (NXST) on June 26 at $162.2647, about $1.99 million, and held 899,044 directly afterward, his Form 4 filed June 29 shows. He didn't check the trading plan box.

Most of the other Texas purchase filings this week were employee stock purchase plans at AZZ, Hilltop Holdings, Tyler Technologies and Expro, and we don't count those. Insider Radar has the full list.

What to watch

• July 6: The Texas Stock Exchange opens production to test symbols, under a July 2 member notice.
• July 10: The exchange plans its first live trades, in five symbols.
• July 22: Tesla reports second quarter results.

The Texas Exchanges page will follow the exchange's rollout, and both charter moves are on the Relo Feed.

Lone Star Index publishes research, not investment advice.