IMPERIAL OIL LTD 10-Q

imo-20260630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 0-12014 IMPERIAL OIL LIMITED (Exact name of registrant as specified in its charter) Canada 98-0017682 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 505 Quarry Park Boulevard S.E. Calgary , Alberta , Canada T2C 5N1 (Address of principal executive offices) (Postal Code) 1- 800 - 567-3776 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered None None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act of 1934. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934). Yes ☐ No ☑ The number of common shares outstanding, as of June 30, 2026 was 483,592,715 . IMPERIAL OIL LIMITED Table of contents Page PART I. FINANCIAL INFORMATION 3 Item 1. Financial statements 3 Consolidated statement of income 3 Consolidated statement of comprehensive income 4 Consolidated balance sheet 5 Consolidated statement of shareholders’ equity 6 Consolidated statement of cash flows 7 Notes to consolidated financial statements 8 Item 2. Management’s discussion and analysis of financial condition and results of operations 20 Item 3. Quantitative and qualitative disclosures about market risk 28 Item 4. Controls and procedures 28 PART II. OTHER INFORMATION 29 Item 1. Legal proceedings 29 Item 2. Unregistered sales of equity securities and use of proceeds 29 Item 5. Other information 29 Item 6. Exhibits 30 SIGNATURES 31 In this report, all dollar amounts are expressed in Canadian dollars unless otherwise stated. This report should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2025. Note that numbers may not add due to rounding. The term "project" as used in this report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports. In this report, unless the context otherwise indicates, reference to "the company" or "Imperial" includes Imperial Oil Limited and its subsidiaries. 2 IMPERIAL OIL LIMITED PART I. FINANCIAL INFORMATION Item 1. Financial statements Consolidated statement of income (U.S. GAAP, unaudited) Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Revenues and other income Revenues (a) 15,981 11,208 28,397 23,674 Investment and other income (note 3) 81 24 111 75 Total revenues and other income 16,062 11,232 28,508 23,749 Expenses Exploration 1 — 4 2 Purchases of crude oil and products (b) 10,641 7,215 18,819 14,971 Production and manufacturing (c) 1,819 1,664 3,573 3,350 Selling and general (c) (note 11) 144 251 541 510 Federal excise tax and fuel charge 70 372 418 964 Depreciation and depletion (includes impairments) 511 478 1,031 1,009 Non-service pension and postretirement benefit 2 6 5 11 Financing (d) (note 5) 14 2 25 — Total expenses 13,202 9,988 24,416 20,817 Income (loss) before income taxes 2,860 1,244 4,092 2,932 Income taxes 670 295 962 695 Net income (loss) 2,190 949 3,130 2,237 Per share information (Canadian dollars) Net income (loss) per common share - basic (note 9) 4.53 1.86 6.47 4.39 Net income (loss) per common share - diluted (note 9) 4.52 1.86 6.46 4.38 (a) Amounts from related parties included in revenues. 5,186 3,342 8,846 6,995 (b) Amounts to related parties included in purchases of crude oil and products. 1,895 1,363 3,145 2,569 (c) Amounts to related parties included in production and manufacturing, and selling and general expenses. 164 130 319 294 (d) Amounts to related parties included in financing. 22 23 43 49 The information in the notes to consolidated financial statements is an integral part of these statements. 3 IMPERIAL OIL LIMITED Consolidated statement of comprehensive income (U.S. GAAP, unaudited) Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Net income (loss) 2,190 949 3,130 2,237 Other comprehensive income (loss), net of income taxes Postretirement benefits liability adjustment (excluding amortization) 23 — ( 5 ) 12 Amortization of postretirement benefits liability adjustment included in net benefit costs 2 5 5 10 Total other comprehensive income (loss) 25 5 — 22 Comprehensive income (loss) 2,215 954 3,130 2,259 The information in the notes to consolidated financial statements is an integral part of these statements. 4 IMPERIAL OIL LIMITED Consolidated balance sheet (U.S. GAAP, unaudited) As at Jun 30 As at Dec 31 millions of Canadian dollars 2026 2025 Assets Current assets Cash and cash equivalents 2,839 1,142 Accounts receivable - net (a) 8,172 4,371 Inventories of crude oil and products 1,927 2,211 Materials, supplies and prepaid expenses 1,006 693 Total current assets 13,944 8,417 Investments and long-term receivables (b) 1,026 1,103 Property, plant and equipment, 60,985 60,031 less accumulated depreciation and depletion ( 30,139 ) ( 29,168 ) Property, plant and equipment - net 30,846 30,863 Goodwill 166 166 Other assets, including intangibles - net 1,881 1,760 Total assets 47,863 42,309 Liabilities Current liabilities Notes and loans payable 19 19 Accounts payable and accrued liabilities (a) (note 7, 11) 9,612 6,595 Income taxes payable 500 2 Total current liabilities 10,131 6,616 Long-term debt (c) (note 6) 3,969 3,978 Other long-term obligations (note 7, 11) 4,981 4,959 Deferred income tax liabilities 4,239 4,502 Total liabilities 23,320 20,055 Shareholders’ equity Common shares at stated value (d) (note 9) 895 895 Earnings reinvested 23,662 21,373 Accumulated other comprehensive income (loss) (note 10) ( 14 ) ( 14 ) Total shareholders’ equity 24,543 22,254 Total liabilities and shareholders’ equity 47,863 42,309 (a) Accounts receivable - net included net amounts receivable from related parties. 1,542 399 (b) Investments and long-term receivables included amounts from related parties. 234 251 (c) Long-term debt included amounts to related parties. 3,447 3,447 (d) Number of common shares authorized (millions). 1,100 1,100 Number of common shares outstanding (millions). 484 484 The information in the notes to consolidated financial statements is an integral part of these statements. 5 IMPERIAL OIL LIMITED Consolidated statement of shareholders’ equity (U.S. GAAP, unaudited) Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Common shares at stated value (note 9) At beginning of period 895 942 895 942 Share purchases at stated value — — — — At end of period 895 942 895 942 Earnings reinvested At beginning of period 21,892 23,666 21,373 22,745 Net income (loss) for the period 2,190 949 3,130 2,237 Share purchases in excess of stated value — — — — Dividends declared ( 420 ) ( 366 ) ( 841 ) ( 733 ) At end of period 23,662 24,249 23,662 24,249 Accumulated other comprehensive income (loss) (note 10) At beginning of period ( 39 ) ( 197 ) ( 14 ) ( 214 ) Other comprehensive income (loss) 25 5 — 22 At end of period ( 14 ) ( 192 ) ( 14 ) ( 192 ) Shareholders’ equity at end of period 24,543 24,999 24,543 24,999 The information in the notes to consolidated financial statements is an integral part of these statements. 6 IMPERIAL OIL LIMITED Consolidated statement of cash flows (U.S. GAAP, unaudited) Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Operating activities Net income (loss) 2,190 949 3,130 2,237 Adjustments for non-cash items: Depreciation and depletion (includes impairments) 511 478 1,031 1,009 (Gain) loss on asset sales (note 3) ( 56 ) ( 1 ) ( 64 ) ( 11 ) Deferred income taxes and other ( 40 ) — ( 386 ) ( 31 ) Changes in operating assets and liabilities: Accounts receivable ( 523 ) 168 ( 3,801 ) 156 Inventories, materials, supplies and prepaid expenses ( 92 ) 201 ( 29 ) ( 53 ) Income taxes payable 374 — 498 ( 81 ) Accounts payable and accrued liabilities 423 ( 317 ) 3,031 ( 203 ) All other items - net (c) ( 83 ) ( 13 ) 50 ( 31 ) Cash flows from (used in) operating activities 2,704 1,465 3,460 2,992 Investing activities Additions to property, plant and equipment ( 530 ) ( 471 ) ( 1,005 ) ( 869 ) Proceeds from asset sales (note 3) 58 2 67 13 Additional investments — ( 4 ) — ( 4 ) Loans to equity companies - net 2 1 18 11 Cash flows from (used in) investing activities ( 470 ) ( 472 ) ( 920 ) ( 849 ) Financing activities Finance lease obligations - reduction (note 6) ( 3 ) ( 4 ) ( 8 ) ( 8 ) Dividends paid ( 421 ) ( 367 ) ( 771 ) ( 674 ) Common shares purchased (b) (note 9) — — ( 64 ) ( 54 ) Cash flows from (used in) financing activities ( 424 ) ( 371 ) ( 843 ) ( 736 ) Increase (decrease) in cash and cash equivalents 1,810 622 1,697 1,407 Cash and cash equivalents at beginning of period 1,029 1,764 1,142 979 Cash and cash equivalents at end of period (a) 2,839 2,386 2,839 2,386 (a) Cash equivalents are all highly liquid securities with maturity of three months or less. (b) Includes 2 percent tax paid on repurchases of equity. (c) Includes contributions to registered pension plans. ( 37 ) ( 37 ) ( 74 ) ( 74 ) Interest (paid), net of capitalization. ( 14 ) ( 5 ) ( 24 ) ( 12 ) The information in the notes to consolidated financial statements is an integral part of these statements. 7 IMPERIAL OIL LIMITED Notes to consolidated financial statements (unaudited) Note 1. Basis of financial statement preparation These unaudited consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (GAAP) and follow the same accounting policies and methods of computation as, and should be read in conjunction with, the most recent annual consolidated financial statements filed with the U.S. Securities and Exchange Commission (SEC) in the company’s 2025 annual report on Form 10-K. In the opinion of the company, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature. The company’s exploration and production activities are accounted for under the "successful efforts" method. The results for the six months ended June 30, 2026, are not necessarily indicative of the operations to be expected for the full year. All amounts are in Canadian dollars unless otherwise indicated. 8 IMPERIAL OIL LIMITED Note 2. Business segments Second Quarter Upstream Downstream Chemical millions of Canadian dollars 2026 2025 2026 2025 2026 2025 Revenues and other income Revenues (a) (b) 110 87 15,552 10,862 319 259 Intersegment sales 5,387 3,701 2,230 1,550 128 97 Investment and other income (note 3) 1 ( 4 ) 68 15 — — Total revenues and other income 5,498 3,784 17,850 12,427 447 356 Expenses Exploration 1 — — — — — Purchases of crude oil and products 2,170 1,369 15,936 10,952 277 240 Production and manufacturing 1,220 1,127 542 466 54 62 Selling and general (note 11) — — 195 175 19 20 Federal excise tax and fuel charge — — 70 370 — 2 Depreciation and depletion 409 418 79 44 10 4 Non-service pension and postretirement benefit — — — — — — Financing (note 5) 4 — 1 — — — Total expenses 3,804 2,914 16,823 12,007 360 328 Income (loss) before income taxes 1,694 870 1,027 420 87 28 Income tax expense (benefit) 395 206 240 98 22 7 Net income (loss) 1,299 664 787 322 65 21 Cash flows from (used in) operating activities 1,707 1,021 1,027 641 46 ( 134 ) Capital and exploration expenditures (c) 359 353 125 90 28 1 Second Quarter Corporate and other Eliminations Consolidated millions of Canadian dollars 2026 2025 2026 2025 2026 2025 Revenues and other income Revenues (a) (b) — — — — 15,981 11,208 Intersegment sales — — ( 7,745 ) ( 5,348 ) — — Investment and other income (note 3) 12 13 — — 81 24 Total revenues and other income 12 13 ( 7,745 ) ( 5,348 ) 16,062 11,232 Expenses Exploration — — — — 1 — Purchases of crude oil and products — — ( 7,742 ) ( 5,346 ) 10,641 7,215 Production and manufacturing 3 9 — — 1,819 1,664 Selling and general (note 11) ( 67 ) 58 ( 3 ) ( 2 ) 144 251 Federal excise tax and fuel charge — — — — 70 372 Depreciation and depletion 13 12 — — 511 478 Non-service pension and postretirement benefit 2 6 — — 2 6 Financing (note 5) 9 2 — — 14 2 Total expenses ( 40 ) 87 ( 7,745 ) ( 5,348 ) 13,202 9,988 Income (loss) before income taxes 52 ( 74 ) — — 2,860 1,244 Income tax expense (benefit) 13 ( 16 ) — — 670 295 Net income (loss) 39 ( 58 ) — — 2,190 949 Cash flows from (used in) operating activities ( 76 ) ( 63 ) — — 2,704 1,465 Capital and exploration expenditures (c) 19 29 — — 531 473 9 IMPERIAL OIL LIMITED (a) Includes export sales to the United States of $ 3,432 million (2025 - $ 1,915 million). (b) Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606 . Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606 . Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it. Revenues Second Quarter millions of Canadian dollars 2026 2025 Revenue from contracts with customers 13,547 9,559 Revenue outside the scope of ASC 606 2,434 1,649 Total 15,981 11,208 (c) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits. 10 IMPERIAL OIL LIMITED Six Months to June 30 Upstream Downstream Chemical millions of Canadian dollars 2026 2025 2026 2025 2026 2025 Revenues and other income Revenues (a) (b) 235 126 27,603 23,023 559 525 Intersegment sales 9,282 8,106 4,070 3,387 224 203 Investment and other income (note 3) 2 10 87 36 — — Total revenues and other income 9,519 8,242 31,760 26,446 783 728 Expenses Exploration 4 2 — — — — Purchases of crude oil and products 3,889 3,231 27,998 22,939 503 493 Production and manufacturing 2,456 2,303 1,005 923 106 113 Selling and general (note 11) — — 375 349 41 42 Federal excise tax and fuel charge — — 417 961 1 3 Depreciation and depletion 856 888 135 89 14 8 Non-service pension and postretirement benefit — — — — — — Financing (note 5) 4 ( 12 ) 1 — — — Total expenses 7,209 6,412 29,931 25,261 665 659 Income (loss) before income taxes 2,310 1,830 1,829 1,185 118 69 Income tax expense (benefit) 541 435 431 279 29 17 Net income (loss) 1,769 1,395 1,398 906 89 52 Cash flows from (used in) operating activities 1,828 1,222 1,631 1,997 71 ( 75 ) Capital and exploration expenditures (c) 721 619 216 178 31 4 Total assets as at June 30 29,834 29,387 14,337 11,784 590 519 Six Months to June 30 Corporate and other Eliminations Consolidated millions of Canadian dollars 2026 2025 2026 2025 2026 2025 Revenues and other income Revenues (a) (b) — — — — 28,397 23,674 Intersegment sales — — ( 13,576 ) ( 11,696 ) — — Investment and other income (note 3) 22 29 — — 111 75 Total revenues and other income 22 29 ( 13,576 ) ( 11,696 ) 28,508 23,749 Expenses Exploration — — — — 4 2 Purchases of crude oil and products — — ( 13,571 ) ( 11,692 ) 18,819 14,971 Production and manufacturing 6 11 — — 3,573 3,350 Selling and general (note 11) 130 123 ( 5 ) ( 4 ) 541 510 Federal excise tax and fuel charge — — — — 418 964 Depreciation and depletion 26 24 — — 1,031 1,009 Non-service pension and postretirement benefit 5 11 — — 5 11 Financing (note 5) 20 12 — — 25 — Total expenses 187 181 ( 13,576 ) ( 11,696 ) 24,416 20,817 Income (loss) before income taxes ( 165 ) ( 152 ) — — 4,092 2,932 Income tax expense (benefit) ( 39 ) ( 36 ) — — 962 695 Net income (loss) ( 126 ) ( 116 ) — — 3,130 2,237 Cash flows from (used in) operating activities ( 70 ) ( 137 ) — ( 15 ) 3,460 2,992 Capital and exploration expenditures (c) 41 70 — — 1,009 871 Total assets as at June 30 5,379 4,510 ( 2,277 ) ( 2,022 ) 47,863 44,178 11 IMPERIAL OIL LIMITED (a) Includes export sales to the United States of $ 5,633 million (2025 - $ 4,706 million). (b) Revenues include both revenue within the scope of ASC 606 and outside the scope of ASC 606 . Trade receivables in "Accounts receivable - net" reported on the Consolidated balance sheet include both receivables within the scope of ASC 606 and outside the scope of ASC 606 . Revenue and receivables outside the scope of ASC 606 primarily relate to physically settled commodity contracts accounted for as derivatives. Contractual terms, credit quality and type of customer are generally similar between contracts within the scope of ASC 606 and those outside it. Revenues Six Months to June 30 millions of Canadian dollars 2026 2025 Revenue from contracts with customers 23,379 19,694 Revenue outside the scope of ASC 606 5,018 3,980 Total 28,397 23,674 (c) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits. 12 IMPERIAL OIL LIMITED Note 3. Investment and other income Investment and other income included gains and losses on asset sales as follows: Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Proceeds from asset sales 58 2 67 13 Book value of asset sales 2 1 3 2 Gain (loss) on asset sales, before-tax 56 1 64 11 Gain (loss) on asset sales, after-tax 49 1 56 10 Note 4. Employee retirement benefits The components of net benefit cost were as follows: Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Pension benefits: Service cost 44 46 87 93 Interest cost 95 91 190 184 Expected return on plan assets ( 100 ) ( 98 ) ( 201 ) ( 197 ) Amortization of prior service cost 6 8 13 14 Amortization of actuarial loss (gain) — 3 — 6 Net benefit cost 45 50 89 100 Other postretirement benefits: Service cost 1 1 2 2 Interest cost 5 6 11 11 Amortization of prior service cost (credit) ( 1 ) ( 1 ) ( 2 ) ( 2 ) Amortization of actuarial loss (gain) ( 2 ) ( 3 ) ( 5 ) ( 5 ) Curtailment loss (gain) ( 1 ) — ( 1 ) — Net benefit cost 2 3 5 6 Note 5. Financing costs Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Debt-related interest 33 27 64 64 Capitalized interest ( 23 ) ( 25 ) ( 44 ) ( 52 ) Net interest expense 10 2 20 12 Other interest 4 — 5 ( 12 ) Total financing 14 2 25 — 13 IMPERIAL OIL LIMITED Note 6. Long-term debt As at Jun 30 As at Dec 31 millions of Canadian dollars 2026 2025 Long-term debt 3,447 3,447 Finance leases 522 531 Total long-term debt 3,969 3,978 Note 7. Other long-term obligations As at Jun 30 As at Dec 31 millions of Canadian dollars 2026 2025 Employee retirement benefits (a) 844 811 Asset retirement obligations and other environmental liabilities (b) 3,342 3,348 Share-based incentive compensation liabilities 265 198 Operating lease liability (c) 145 149 Restructuring liability (note 11) 98 173 Other obligations 287 280 Total other long-term obligations 4,981 4,959 (a) Total recorded employee retirement benefits obligations also included $ 63 million in current liabilities (2025 - $ 63 million). (b) Total asset retirement obligations and other environmental liabilities also included $ 318 million in current liabilities (2025 - $ 318 million). (c) Total operating lease liability also included $ 67 million in current liabilities (2025 - $ 87 million). 14 IMPERIAL OIL LIMITED Note 8. Financial and derivative instruments Financial instruments The fair value of the company’s financial instruments is determined by reference to various market data and other appropriate valuation techniques. There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value. At June 30, 2026 and December 31, 2025, the fair value of long-term debt ($ 3,447 million, excluding finance lease obligations) was primarily a level 2 measurement. Derivative instruments The company’s size, strong capital structure and the complementary nature of its business segments reduce the company’s enterprise-wide risk from changes in commodity prices, currency rates and interest rates. In addition, the company uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading. Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line "Revenues" and in the Consolidated statement of cash flows in "Cash flows from (used in) operating activities". The company’s commodity derivatives are not accounted for under hedge accounting. Credit risk associated with the company’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties. The company maintains a system of controls that includes the authorization, reporting and monitoring of derivative activity. The net notional long/(short) position of derivative instruments was: As at Jun 30 As at Dec 31 thousands of barrels 2026 2025 Crude 5,857 954 Products 559 ( 702 ) Realized and unrealized gain/(loss) on derivative instruments recognized in the Consolidated statement of income is included in the following line on a before-tax basis: Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Revenues 40 ( 24 ) 105 ( 9 ) 15 IMPERIAL OIL LIMITED The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement, were as follows: At June 30, 2026 millions of Canadian dollars Fair value Effect of counterparty netting Effect of collateral netting Net carrying value Level 1 Level 2 Level 3 Total Assets Derivative assets (a) 59 151 — 210 ( 54 ) ( 5 ) 151 Liabilities Derivative liabilities (b) 54 88 — 142 ( 54 ) — 88 (a) Included in the Consolidated balance sheet line: "Materials, supplies and prepaid expenses", "Accounts receivable - net" and “Other assets, including intangibles - net". (b) Included in the Consolidated balance sheet line: "Accounts payable and accrued liabilities" and "Other long-term obligations". At December 31, 2025 millions of Canadian dollars Fair value Effect of counterparty netting Effect of collateral netting Net carrying value Level 1 Level 2 Level 3 Total Assets Derivative assets (a) 20 39 — 59 ( 18 ) ( 2 ) 39 Liabilities Derivative liabilities (b) 18 14 — 32 ( 18 ) — 14 (a) Included in the Consolidated balance sheet line: "Materials, supplies and prepaid expenses", "Accounts receivable - net" and "Other assets, including intangibles - net". (b) Included in the Consolidated balance sheet line: "Accounts payable and accrued liabilities" and "Other long-term obligations". At June 30, 2026 and December 31, 2025, the company had $ 5 million and $ 6 million, respectively, of collateral under a master netting arrangement not offset against the derivatives on the Consolidated balance sheet in "Accounts receivable - net", primarily related to initial margin requirements. 16 IMPERIAL OIL LIMITED Note 9. Common shares As at Jun 30 As at Dec 31 thousands of shares 2026 2025 Authorized 1,100,000 1,100,000 Outstanding 483,593 483,593 The current 12-month normal course issuer bid program came into effect June 29, 2026 under which Imperial will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 24,179,635 common shares ( 5 percent of the total shares on June 15, 2026) which includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial plans to accelerate its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice. The excess of the purchase cost over the stated value of shares purchased has been recorded as a distribution of earnings reinvested. The company’s common share activities are summarized below: Thousands of shares Millions of dollars Balance as at December 31, 2024 509,045 942 Purchases at stated value ( 25,452 ) ( 47 ) Balance as at December 31, 2025 483,593 895 Purchases at stated value — — Balance as at June 30, 2026 483,593 895 The following table provides the calculation of basic and diluted earnings per common share and the dividends declared by the company on its outstanding common shares: Second Quarter Six Months to June 30 2026 2025 2026 2025 Net income (loss) per common share – basic Net income (loss) (millions of Canadian dollars) 2,190 949 3,130 2,237 Weighted-average number of common shares outstanding (millions of shares) 483.6 509.0 483.6 509.0 Net income (loss) per common share (dollars) 4.53 1.86 6.47 4.39 Net income (loss) per common share – diluted Net income (loss) (millions of Canadian dollars) 2,190 949 3,130 2,237 Weighted-average number of common shares outstanding (millions of shares) 483.6 509.0 483.6 509.0 Effect of employee share-based awards (millions of shares) 1.3 1.3 1.3 1.2 Weighted-average number of common shares outstanding, assuming dilution (millions of shares) 484.9 510.3 484.9 510.2 Net income (loss) per common share (dollars) 4.52 1.86 6.46 4.38 Dividends per common share – declared (dollars) 0.87 0.72 1.74 1.44 17 IMPERIAL OIL LIMITED Note 10. Other comprehensive income (loss) information Changes in accumulated other comprehensive income (loss): millions of Canadian dollars 2026 2025 Balance at January 1 ( 14 ) ( 214 ) Postretirement benefits liability adjustment: Current period change excluding amounts reclassified from accumulated other comprehensive income ( 5 ) 12 Amounts reclassified from accumulated other comprehensive income 5 10 Balance at June 30 ( 14 ) ( 192 ) Amounts reclassified out of accumulated other comprehensive income (loss) – before-tax income (expense): Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Amortization of postretirement benefits liability adjustment included in net benefit cost (a) ( 3 ) ( 7 ) ( 6 ) ( 13 ) (a) This accumulated other comprehensive income component is included in the computation of net benefit cost (note 4). Income tax expense (credit) for components of other comprehensive income (loss): Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2025 2026 2025 Postretirement benefits liability adjustments: Postretirement benefits liability adjustment (excluding amortization) 8 — ( 1 ) 4 Amortization of postretirement benefits liability adjustment included in net benefit cost 1 2 1 3 Total 9 2 — 7 18 IMPERIAL OIL LIMITED Note 11. Miscellaneous financial information Restructuring charges On September 29, 2025, the company announced restructuring plans to improve its performance by centralizing additional corporate and technical activities in global business and technology centres. The restructuring plans include a program of targeted workforce reductions. The program, which is expected to be substantially completed by the end of 2027, involves involuntary employee separations. In the third quarter of 2025, the company recorded charges of $ 330 million, before-tax, consisting primarily of restructuring costs associated with announced workforce reduction programs. These costs were captured in "Selling and general" on the Consolidated statement of income and reported in the Corporate and other segment. The following table summarizes the reserves and charges related to the workforce reduction program, which are recorded in "Accounts payable and accrued liabilities" and "Other long-term obligations" on the Consolidated balance sheet. Second Quarter Six Months to June 30 millions of Canadian dollars 2026 2026 Balance at beginning of period 329 330 Additions/adjustments ( 50 ) ( 50 ) Payments made ( 11 ) ( 12 ) Balance at end of period 268 268 19 IMPERIAL OIL LIMITED Item 2. Management’s discussion and analysis of financial condition and results of operations Recent business environment During the second quarter of 2026, the price of crude oil increased relative to the first quarter of 2026, while the Canadian WTI/WCS spread widened slightly. Geopolitical events in the Middle East and increasing supply uncertainty continued to drive volatility in crude oil prices and heavy crude differentials. Industry refining margins improved in the second quarter of 2026, impacted by global product supply disruptions. Starting in 2025, the United States implemented and adjusted a variety of trade-related measures, including tariffs on certain imports from Canada and several other countries. In response, Canada announced its own retaliatory tariffs. Based on Imperial's assessment of these actions and their effects to date, the company does not expect them to have a material impact on its consolidated financial position, results of operations, or cash flows. Operating results Second quarter 2026 vs. second quarter 2025 Second Quarter millions of Canadian dollars, unless noted 2026 2025 Net income (loss) (U.S. GAAP) 2,190 949 Net income (loss) per common share, assuming dilution (dollars) 4.52 1.86 Upstream Net income (loss) factor analysis millions of Canadian dollars Price – Average bitumen realizations increased by $29.97 per barrel, primarily driven by higher marker prices, partially offset by a weaker WTI/WCS spread and higher diluent costs. Synthetic crude oil realizations increased by $53.25 per barrel, primarily driven by higher marker prices and an improved Synthetic/WTI spread. Volume – Lower volumes were primarily driven by lower production at Kearl and Syncrude. Royalty – Higher royalties were primarily driven by higher commodity prices. Marker prices and average realizations Second Quarter Canadian dollars, unless noted 2026 2025 West Texas Intermediate (US$ per barrel) 92.69 63.69 Western Canada Select (US$ per barrel) 77.90 53.66 WTI/WCS Spread (US$ per barrel) 14.79 10.03 Bitumen (per barrel) 95.79 65.82 Synthetic crude oil (per barrel) 141.10 87.85 Average foreign exchange rate (US$) 0.72 0.72 20 IMPERIAL OIL LIMITED Production Second Quarter thousands of barrels per day 2026 2025 Kearl (Imperial's share) 182 195 Cold Lake 149 145 Syncrude (a) 73 77 Kearl total gross production (thousands of barrels per day) 257 275 (a) In the second quarter of 2026, Syncrude gross production included about 0 thousand barrels per day of bitumen and other products (2025 - 4 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline. Lower production at Kearl was driven by the absence of exceptional high-quality ore grade versus the second quarter of 2025. Lower production at Syncrude was driven by extreme rainfall, partially offset by lower unplanned downtime. Downstream Net income (loss) factor analysis millions of Canadian dollars Margins – Higher margins primarily reflect improved market conditions. Other – Primarily due to turnaround impacts of about $190 million partially offset by favourable product mix effects of about $140 million. Refinery utilization and petroleum product sales Second Quarter thousands of barrels per day, unless noted 2026 2025 Refinery throughput 331 376 Refinery capacity utilization (percent) 76 87 Petroleum product sales 446 480 Lower refinery throughput and capacity utilization were primarily due to planned turnaround impacts. Lower petroleum product sales were aligned with lower throughput related to planned turnaround work at the Strathcona refinery. Imperial has updated its refinery throughput and refinery utilization guidance ranges for 2026 from 395,000 - 405,000 barrels per day and 91% - 93% utilization to 370,000 - 380,000 barrels per day and 85% - 88% utilization, to reflect unplanned downtime, and a short-term rail logistic challenge at Strathcona which is targeted to be resolved by year end. 21 IMPERIAL OIL LIMITED Chemicals Net income (loss) factor analysis millions of Canadian dollars Margins – Higher margins primarily reflect improved industry polyethylene margins. Corporate and other Second Quarter millions of Canadian dollars 2026 2025 Net income (loss) (U.S. GAAP) 39 (58) Current quarter results reflect lower incentive compensation. Liquidity and capital resources Second Quarter millions of Canadian dollars 2026 2025 Cash flows from (used in): Operating activities 2,704 1,465 Investing activities (470) (472) Financing activities (424) (371) Increase (decrease) in cash and cash equivalents 1,810 622 Cash and cash equivalents at period end 2,839 2,386 Cash flows from operating activities primarily reflect higher earnings. Cash flows used in investing activities primarily reflect additions to property, plant, and equipment offset by proceeds from the sale of surplus property in Montreal. Cash flows used in financing activities primarily reflect: Second Quarter millions of Canadian dollars, unless noted 2026 2025 Dividends paid 421 367 Per share dividend paid (dollars) 0.87 0.72 Share repurchases (a) — — Number of shares purchased (millions) (a) — — (a) The company did not purchase any shares in the second quarter of 2026 and 2025. On June 23, 2026, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. Shareholders may obtain a copy of the Notice of Intention to Make a Normal Course Issuer Bid approved by the TSX without charge by contacting the company. The program enables the company to purchase up to a maximum of 24,179,635 common shares during the period June 29, 2026 to June 28, 2027. This maximum includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares or otherwise on June 28, 2027. Imperial plans to accelerate its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice. 22 IMPERIAL OIL LIMITED Six months 2026 vs. six months 2025 Six Months millions of Canadian dollars, unless noted 2026 2025 Net income (loss) (U.S. GAAP) 3,130 2,237 Net income (loss) per common share, assuming dilution (dollars) 6.46 4.38 Upstream Net income (loss) factor analysis millions of Canadian dollars Price – Average bitumen realizations increased by $11.41 per barrel, primarily driven by higher marker prices, partially offset by a weaker WTI/WCS spread and higher diluent costs. Synthetic crude oil realizations increased by $25.72 per barrel, primarily driven by higher marker prices and an improved Synthetic/WTI spread. Volume – Lower volumes were primarily driven by lower production at Kearl and Syncrude. Royalty – Higher royalties were primarily driven by higher commodity prices. Other – Primarily due to unfavourable foreign exchange impacts of about $100 million and higher operating costs of about $100 million, primarily related to Syncrude. Marker prices and average realizations Six Months Canadian dollars, unless noted 2026 2025 West Texas Intermediate (US$ per barrel) 82.77 67.52 Western Canada Select (US$ per barrel) 68.19 56.25 WTI/WCS Spread (US$ per barrel) 14.58 11.27 Bitumen (per barrel) 81.91 70.50 Synthetic crude oil (per barrel) 118.86 93.14 Average foreign exchange rate (US$) 0.73 0.71 Production Six Months thousands of barrels per day 2026 2025 Kearl (Imperial's share) 183 189 Cold Lake 152 150 Syncrude (a) 73 75 Kearl total gross production (thousands of barrels per day) 258 266 (a) In 2026, Syncrude gross production included about 4 thousand barrels per day of bitumen and other products (2025 - 3 thousand barrels per day) that were exported to the operator's facilities using an existing interconnect pipeline. 23 IMPERIAL OIL LIMITED Downstream Net income (loss) factor analysis millions of Canadian dollars Margins – Higher margins primarily reflect improved market conditions. Other – Primarily due to favourable product mix effects of about $230 million partially offset by turnaround impacts of about $190 million. Refinery utilization and petroleum product sales Six Months thousands of barrels per day, unless noted 2026 2025 Refinery throughput 358 387 Refinery capacity utilization (percent) 82 89 Petroleum product sales 444 468 Lower refinery throughput and capacity utilization were primarily due to planned turnaround impacts. Lower petroleum product sales were aligned with lower throughput related to planned turnaround work at the Strathcona refinery. Imperial has updated its refinery throughput and refinery utilization guidance ranges for 2026 from 395,000 - 405,000 barrels per day and 91% - 93% utilization to 370,000 - 380,000 barrels per day and 85% - 88% utilization, to reflect unplanned downtime, and a short-term rail logistic challenge at Strathcona which is targeted to be resolved by year end. Chemicals Net income (loss) factor analysis millions of Canadian dollars Margins – Higher margins primarily reflect improved industry polyethylene margins. 24 IMPERIAL OIL LIMITED Corporate and other Six Months millions of Canadian dollars 2026 2025 Net income (loss) (U.S. GAAP) (126) (116) Liquidity and capital resources Six Months millions of Canadian dollars 2026 2025 Cash flows from (used in): Operating activities 3,460 2,992 Investing activities (920) (849) Financing activities (843) (736) Increase (decrease) in cash and cash equivalents 1,697 1,407 Cash flows from operating activities primarily reflect higher earnings partially offset by unfavourable working capital impacts. Cash flows used in investing activities primarily reflect additions to property, plant, and equipment partially offset by proceeds from the sale of surplus property in Montreal. Cash flows used in financing activities primarily reflect: Six Months millions of Canadian dollars, unless noted 2026 2025 Dividends paid 771 674 Per share dividend paid (dollars) 1.59 1.32 Share repurchases (a) — — Number of shares purchased (millions) (a) — — (a) The company did not purchase any shares during the six months ended June 30, 2026 and 2025. 25 IMPERIAL OIL LIMITED Forward-looking statements Statements of future events or conditions in this report, including projections, targets, expectations, estimates, and business plans are forward-looking statements. Forward-looking statements can be identified by words such as believe, anticipate, intend, propose, plan, goal, seek, project, predict, target, estimate, expect, strategy, outlook, schedule, future, continue, likely, may, should, will and similar references to future periods. Forward-looking statements in this release include, but are not limited to, references to the company’s purchases under the normal course issuer bid and plans to accelerate completion prior to year end; the continued evaluation of the company’s share purchase program in the context of overall capital activities; the company’s updated Downstream refinery throughput and capacity utilization guidance for 2026; company performance in the second half of the year; the target date to resolve short-term rail logistic challenges at Strathcona by year end; the use of derivative instruments and effectiveness of risk mitigation; the company’s workforce transformation and restructuring plans to centralize activities in global business and technology centres, including timing and impacts; and the impact on the company of trade-related actions. Forward-looking statements are based on the company's current expectations, estimates, projections and assumptions at the time the statements are made. Actual future financial and operating results, including expectations and assumptions concerning future energy demand, supply and mix; production rates, growth and mix across various assets; for shareholder returns, assumptions such as cash flow forecasts, financing sources and capital structure, participation of the company’s majority shareholder in the normal course issuer bid, and the results of periodic and ongoing evaluation of alternate uses of capital; project plans, timing, costs, technical evaluations and capacities and the company’s ability to effectively execute on these plans and operate its assets; availability and performance of third-party service providers, including ExxonMobil global capability centres and other service providers located outside of Canada; Strathcona rail logistics challenges; maintenance and turnaround activity and cost; capital and environmental expenditures; the ability to offset any ongoing or renewed inflationary pressures; applicable laws and government policies, including with respect to climate change, greenhouse gas emissions reductions and low carbon fuels; cash generation, financing sources and capital structure, such as dividends and shareholder returns, including the timing and amounts of share repurchases; and commodity prices, foreign exchange rates and general market conditions, could differ materially depending on a number of factors. These factors include global, regional or local changes in supply and demand for oil, natural gas, petroleum and petrochemical products, feedstocks and other market factors, economic conditions and seasonal fluctuations and resulting demand, price, differential and margin impacts, including Canadian and foreign government action with respect to supply levels, prices, trade tariffs, trade sanctions or trade controls, disruptions, realignment or breaking of trade alliances or agreements or a broader breakdown in global trade, and disruptions in military alliances or wars; political or regulatory events, including changes in law or government policy, applicable royalty rates, and tax laws; third-party opposition to company and service provider operations, projects and infrastructure; failure, delay, reduction, revocation or uncertainty regarding supportive policy and market development for the adoption of emerging lower emission energy technologies and other technologies that support emissions reductions; the receipt, in a timely manner, of regulatory and third-party approvals, including for new technologies relating to the company’s lower emissions business activities; competition from alternative energy sources, other emission reduction technologies, and established competitors in such markets; availability and allocation of capital; project management and schedules and timely completion of projects; unanticipated technical or operational disruptions or difficulties; availability and performance of third-party service providers, including ExxonMobil global capability centres and other service providers located outside of Canada; environmental risks inherent in oil and gas exploration and production activities; environmental regulation, including climate change and greenhouse gas regulation and changes to such regulation; effectiveness of company risk management programs and emergency response preparedness; operational hazards and risks; cybersecurity incidents including incidents caused by actors employing emerging technologies such as artificial intelligence; currency exchange rates; general economic conditions, including continued or renewed inflation and the occurrence and duration of economic recessions or downturns; and other factors discussed in "Item 1A risk factors" and "Item 7 management’s discussion and analysis of financial condition and results of operations" of Imperial’s most recent annual report on Form 10-K. 26 IMPERIAL OIL LIMITED Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Imperial. Imperial’s actual results may differ materially from those expressed or implied by its forward-looking statements and readers are cautioned not to place undue reliance on them. Imperial undertakes no obligation to update any forward-looking statements contained herein, except as required by applicable law. 27 IMPERIAL OIL LIMITED Item 3. Quantitative and qualitative disclosures about market risk Information about market risks for the six months ended June 30, 2026, does not differ materially from that discussed on page 35 of the company’s annual report on Form 10-K for the year ended December 31, 2025. Item 4. Controls and procedures As indicated in the certifications in Exhibit 31 of this report, the company’s principal executive officer and principal financial officer have evaluated the company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, these officers have concluded that the company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There has not been any change in the company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. 28 IMPERIAL OIL LIMITED PART II. OTHER INFORMATION Item 1. Legal proceedings Imperial has elected to use a $1 million (U.S. dollars) threshold for disclosing environmental proceedings. Item 2. Unregistered sales of equity securities and use of proceeds Issuer purchases of equity securities Total number of shares purchased Average price paid per share (Canadian dollars) (a) Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (b) (c) April 2026 (April 1 - April 30) — — — — May 2026 (May 1 - May 31) — — — — June 2026 (June 1 - June 30) — — — — (a) Excludes 2 percent tax on repurchases of equity. (b) On June 23, 2025, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its then-existing share purchase program. The program enabled the company to purchase up to a maximum of 25,452,248 common shares during the period June 29, 2025 to June 28, 2026. This maximum included shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on December 17, 2025 as a result of the company purchasing the maximum allowable number of shares under the program. (c) On June 23, 2026, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. Shareholders may obtain a copy of the Notice of Intention to Make a Normal Course Issuer Bid approved by the TSX without charge by contacting the company. The program enables the company to purchase up to a maximum of 24,179,635 common shares during the period June 29, 2026 to June 28, 2027. This maximum includes shares purchased under the normal course issuer bid from ExxonMobil Holdings Corporation. As in the past, ExxonMobil Holdings Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares or otherwise on June 28, 2027. Imperial plans to accelerate its share purchases under the normal course issuer bid program, and anticipates repurchasing all remaining allowable shares prior to year end. Purchase plans may be modified at any time without prior notice. The company will continue to evaluate its share purchase program in the context of its overall capital activities. Purchase plans may be modified at any time without prior notice. Item 5. Other information During the three months ended June 30, 2026, none of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K. 29 IMPERIAL OIL LIMITED Item 6. Exhibits (31.1) Certification by the principal executive officer of the company pursuant to Rule 13a-14(a). (31.2) Certification by the principal financial officer of the company pursuant to Rule 13a-14(a). (32.1) Certification by the chief executive officer of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. (32.2) Certification by the chief financial officer of the company pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. (101) Interactive Data Files (formatted as Inline XBRL). (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 30 IMPERIAL OIL LIMITED SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Imperial Oil Limited (Registrant) Date: August 3, 2026 /s/ Daniel E. Lyons (Signature) Daniel E. Lyons Senior vice-president, finance and administration, and controller (Principal accounting officer) Date: August 3, 2026 /s/ Cathryn Walker (Signature) Cathryn Walker Assistant corporate secretary 31