Bonds
2030 Pioneer Notes Priced at $888.49 and 2031 Notes at $885.66 Per $1,000

ExxonMobil Holdings Corporation (XOM ) announced the pricing terms, expiration, and results on September 15, 2026 of the offers by its wholly owned subsidiary Pioneer Natural Resources Company to purchase for cash any and all of Pioneer’s outstanding $1.1 billion 1.900% Senior Notes due 2030 and $1 billion 2.150% Senior Notes due 2031. Holders tendered $570,360,000 in principal amount of the 2030 Notes and $615,599,000 in principal amount of the 2031 Notes, figures the company said were provided to it by the Tender and Information Agent.
Each Tender Offer expired at 5:00 p.m., New York City time, on September 14, 2026. Upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 8, 2026, Pioneer expects to purchase any and all of the notes validly tendered and not withdrawn, which the announcement designates as the Accepted Notes.
Pricing Terms
The Total Consideration is $888.49 per $1,000 principal amount for the 2030 Notes and $885.66 per $1,000 principal amount for the 2031 Notes. Both series were priced against the same reference security, the 4.375% U.S. Treasury security due August 31, 2031, shown on Bloomberg Reference Page FIT1, and the Reference Yield for each series was 4.777%. The fixed spread was 30 basis points for the 2030 Notes and 35 basis points for the 2031 Notes, and the Total Consideration for each series was calculated as described in the Offer to Purchase using the applicable fixed spread.
The Total Consideration excludes accrued and unpaid interest on the Accepted Notes from the last interest payment date to, but not including, the Settlement Date. That Accrued Interest will be paid in addition to the Total Consideration.
The 2030 Notes carry ISIN US723787AQ06 and CUSIP 723787 AQ0, and the 2031 Notes carry ISIN US723787AR88 and CUSIP 723787 AR8.
Settlement and Cancellation
Pioneer expects the Settlement Date for each Tender Offer to be September 16, 2026. Holders of Accepted Notes will receive the Total Consideration and will be paid the Accrued Interest on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Accepted Notes, and Accepted Notes purchased in the Tender Offers will be cancelled.
Pioneer launched the two any-and-all cash tender offers on September 8, 2026, with neither offer conditioned on any minimum principal amount of notes being tendered. The consummation of each offer was subject to the satisfaction or waiver, where permitted, of the conditions described in the Offer to Purchase. Under the launch terms, the Total Consideration was defined as a price per $1,000 principal amount of notes, calculated with reference to the Settlement Date, that would reflect a yield to the applicable maturity date equal to the sum of the applicable Reference Yield plus the applicable fixed spread, a sum the Offer to Purchase terms the Repurchase Yield. The Reference Yield was defined as the bid-side yield to maturity, determined in accordance with market convention, of the applicable reference security, based on its bid price as reported on the applicable Bloomberg Reference Page at the Price Determination Time, which was expected to be 2:00 p.m., New York City time, on September 14, 2026.
At launch, each Tender Offer was set to expire at 5:00 p.m., New York City time, on September 14, 2026, unless extended or earlier terminated, and holders who wished to participate were required to validly tender their notes at or prior to that time. Tenders could be validly withdrawn at any time on or prior to the Expiration Date but became irrevocable thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Notes could be tendered only in principal amounts equal to the minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. The launch announcement advised holders to check with any bank, securities broker, or other intermediary through which they hold their notes as to when that intermediary needed to receive tender instructions, noting that deadlines set by intermediaries and the Depository Trust Company for the submission and withdrawal of tender instructions would be earlier than the deadlines specified in the Offer to Purchase. The company said at launch that the results of each Tender Offer were expected to be announced promptly following the Expiration Date and that settlement was expected on the second business day after expiration.
Citigroup served as Dealer Manager for each Tender Offer, and Global Bondholder Services Corporation served as Tender and Information Agent. Copies of the Offer to Purchase were made available to holders through the agent’s tender offer website and by telephone.
Pioneer stated that it had not filed the announcement or the Offer to Purchase with, and that they had not been reviewed by, any federal or state securities commission or regulatory authority of any other country, and that no authority had passed upon the accuracy or adequacy of either Tender Offer, adding that it is unlawful and may be a criminal offense to make any representation to the contrary.












