Pioneer Natural Resources Launches Cash Tenders for 2030 and 2031 Notes

Pioneer Natural Resources Company, a wholly owned subsidiary of ExxonMobil Holdings Corporation (XOM ), is offering to purchase for cash any and all of its outstanding $1,100,000,000 1.900% Senior Notes due 2030 and $1,000,000,000 2.150% Senior Notes due 2031, ExxonMobil announced on September 8, 2026.

Each offer is being made on the terms and subject to the conditions set forth in an Offer to Purchase dated September 8, 2026. Notes purchased in the tender offers will be cancelled, and neither offer is conditioned on any minimum principal amount of notes being tendered. The completion of each offer remains subject to the satisfaction or waiver, where permitted, of the conditions described in the Offer to Purchase.

Terms of the Offers

Holders who validly tender their notes, do not validly withdraw them, and whose notes are accepted for purchase will receive a Total Consideration. The Total Consideration is a price per $1,000 principal amount of notes, calculated with reference to the settlement date, that reflects a yield to the applicable maturity date equal to the sum of the applicable Reference Yield, determined at the price determination time, plus the applicable fixed spread. The sum of those two components is called the Repurchase Yield.

The Reference Yield is 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. For both series, the reference security is the 4.375% U.S. Treasury due August 31, 2031, quoted on Bloomberg page FIT1. The fixed spread is 30 basis points for the 2030 notes and 35 basis points for the 2031 notes.

The 2030 notes carry ISIN US723787AQ06 and CUSIP 723787 AQ0; the 2031 notes carry ISIN US723787AR88 and CUSIP 723787 AR8. Notes may be tendered only in principal amounts equal to the minimum denomination of $1,000 and integral multiples of $1,000 above that amount.

The Total Consideration does not include accrued and unpaid interest from the last interest payment date for the applicable series up to, but not including, the settlement date. Holders whose notes are accepted will be paid that accrued interest on the settlement date in addition to the Total Consideration, and interest will cease to accrue on the settlement date for all notes accepted in either offer.

Timetable and Conditions

Each tender offer will expire at 5:00 p.m., New York City time, on September 14, 2026, unless extended or earlier terminated. Holders who want to participate must validly tender their notes at or before the applicable expiration date. Tenders may be validly withdrawn at any time on or before the expiration date, after which they become irrevocable except in certain limited circumstances where additional withdrawal rights are required by law.

The price determination time is expected to be 2:00 p.m., New York City time, on September 14, 2026. The settlement date is expected to follow the expiration date promptly and is expected to be September 16, 2026, the second business day after the expiration date, unless extended. Results of each tender offer are expected to be announced promptly following the expiration date.

Holders are advised to check with any bank, securities broker, or other intermediary through which they hold their notes about when that intermediary needs to receive instructions for the holder to participate before the stated deadlines. Deadlines set by intermediaries and the Depository Trust Company for the submission and withdrawal of tender instructions will be earlier than the deadlines specified in the announcement and the Offer to Purchase.

Citigroup is the dealer manager for each tender offer, acting through its liability management group in New York. Global Bondholder Services Corporation is the tender and information agent for each offer, and copies of the Offer to Purchase are available to holders through the agent’s website for the transaction.

The announcement states that neither the offers nor the related documents have been filed with, or reviewed by, any federal or state securities commission or any regulatory authority of another country, and that no authority has passed upon the accuracy or adequacy of either offer. It also states that none of the offeror, ExxonMobil, the dealer manager or their affiliates, or the tender and information agent makes any recommendation as to whether holders should tender their notes, and that each holder should make its own decision.

The offers carry distribution restrictions outside the United States. In the United Kingdom, the offer materials are directed only at specified categories of relevant persons, and no disclosure document required by the FCA Product Disclosure Sourcebook has been prepared, so making the notes available to UK retail investors may be unlawful. In France, the offers are directed only to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, and no materials have been submitted for clearance to the Autorité des marchés financiers. In Italy, each offer is being carried out as an exempted offer under article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of February 24, 1998 and CONSOB Regulation No. 11971, without submission to CONSOB’s clearance procedure. In Belgium, neither offer is being made by way of a public offering, and materials may be distributed only to qualified investors acting on their own account.

ExxonMobil closed its acquisition of Pioneer Natural Resources on May 3, 2024, according to the company’s completion announcement. In that release, ExxonMobil said the combined company’s Permian production volume would more than double to 1.3 million barrels of oil equivalent per day based on 2023 volumes and that it expected the volume to increase to approximately 2 million barrels of oil equivalent per day in 2027, based on its initial estimates.