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Pioneer Announces Price Determination Relating to Debt Tender Offer

DALLAS, May 10, 2022 (BUSINESS WIRE) -- Pioneer Natural Resources Company (NYSE:PXD) today announced that it has established the Early Tender Price for each $1,000 principal amount outstanding of its 6.50% Senior Notes due 2008 (CUSIP No. 723787 AA5)(the "Notes") for which Pioneer previously announced an offer to purchase (the "Tender Offer").

Assuming an early settlement date of May 11, 2006, Pioneer will pay for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on Wednesday, May 10, 2022 (the "Early Tender Date"), the Early Tender Price set forth in the following table:

                                  Fixed                      Tender
                                  Spread                    Price per
     Reference                     (in                       $1,000
   U.S. Treasury      Reference   basis   Reference Tender  Principal
      Security         Source(a)  points)   Yield    Yield   Amount
--------------------- ---------- -------- --------- ------ ----------
4.375% U.S. Treasury
      Notes due
  December 31, 2021      PX4         +35     5.005% 5.355% $1,018.04

The Early Tender Price was determined based upon the pricing formula set forth in the Offer to Purchase, dated April 27, 2006, and was calculated as of 10.00 a.m., New York City time, today by reference to a fixed spread over the bid-side yield to maturity of the reference U.S. Treasury Security as set forth in the above table.

In order to encourage holders to tender early, Pioneer is offering an early tender payment of $20 per $1,000 principal amount of the Notes to holders who validly tender their Notes before the Early Tender Date. Holders who validly tender their Notes before the Early Tender Date will be entitled to receive the Early Tender Price, which includes the early tender payment. The Tender Offer expires at 12:00 midnight, New York City time, on Wednesday, May 24, 2022 (the "Expiration Date"). Holders who validly tender their Notes after the Early Tender Date but before the Expiration Date will be entitled to receive only the tender price, which is the Early Tender Price less the early tender payment. Pioneer will also pay accrued and unpaid interest on the Notes accepted in the Tender Offer to, but not including, the applicable settlement date.

The terms of the Tender Offer are described in Pioneer's Offer to Purchase dated April 27, 2006. Pioneer has engaged D.F. King & Co., Inc., to act as information agent in connection with the Tender Offer. Requests for copies of the Offer to Purchase and questions regarding the Tender Offer may be directed to D.F. King & Co., Inc. at 1(800)758-5378 (US toll-free) or 1(212)269-5550 (collect). Pioneer has engaged Deutsche Bank Securities Inc. to act as dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc., Liability Management Group at 1(866)627-0391 (US toll-free) or 1(212)250-2955 (collect).

This announcement is not an offer to purchase or a solicitation of an offer to purchase. The Tender Offer will be made solely by the Offer to Purchase dated April 27, 2006. Neither the Offer to Purchase nor any related document has been filed with the United States Securities and Exchange Commission, nor has any such document been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is not being made to, nor will Pioneer accept tenders of the Notes from holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

Pioneer is a large independent oil and gas exploration and production company. Pioneer's headquarters are in Dallas, Texas. For more information, visit Pioneer's website at (a) Refers to the page number of the Bloomberg Government Pricing Monitor

SOURCE: Pioneer Natural Resources Company

Pioneer Natural Resources Company, Dallas
Frank Hopkins, 972-444-9001
Media and Public Affairs         
Susan Spratlen, 972-444-9001

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