ExxonMobil Holdings Corporation (“ExxonMobil“) (NYSE: XOM) today announces the pricing terms, expiration and results of the offers to purchase for cash any and all of the outstanding $1,100,000,000 1.900% Senior Notes due 2030 (the “2030 Notes”) and $1,000,000,000 2.150% Senior Notes due 2031 (the “2031 Notes”, and together with the 2030 Notes, the “Notes”) of Pioneer Natural Resources Company (the “Offeror“), ExxonMobil’s wholly owned subsidiary (each, a “Tender Offer” and together, the “Tender Offers“).
Each Tender Offer has been made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 8, 2026 (the “Offer to Purchase“). Terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, the Offeror expects to purchase any and all of the Notes validly tendered and not withdrawn, as set forth in the table below under “Principal Amount Tendered” (the “Accepted Notes“).
|
Title of Notes |
ISIN/CUSIP |
Reference |
Fixed |
Bloomberg |
Reference |
Total |
Principal |
|
1.900% Senior |
ISIN NO.
CUSIP NO. 723787 |
4.375% |
30 bps |
FIT1 |
4.777% |
$888.49 |
$570,360,000 |
|
2.150% Senior Notes |
ISIN NO.
CUSIP NO. 723787 |
4.375% |
35 bps |
FIT1 |
4.777% |
$885.66 |
$615,599,000 |
| (1) |
The “Total Consideration” per $1,000 principal amount of Accepted Notes of each series has been calculated as described in the Offer to Purchase using the applicable Fixed Spread. See “Description of the Tender Offers—Total Consideration” in the Offer to Purchase. The Total Consideration does not include accrued and unpaid interest on such Accepted Notes from the last interest payment date with respect to such Accepted Notes to, but not including, the Settlement Date (the “Accrued Interest“), which will be paid in addition to the Total Consideration. |
|
|
|
|
(2) |
As provided to the Company by the Tender and Information Agent. |
Each Tender Offer expired at 5:00 p.m., New York City time, on September 14, 2026 (such date and time, the “Expiration Date“).
The Offeror expects that the Settlement Date for each Tender Offer will be September 16, 2026.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders of Accepted Notes will receive the “Total Consideration“. In addition, Holders of Accepted Notes will be paid the Accrued Interest on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Accepted Notes. Accepted Notes purchased in the Tender Offers will be cancelled.
This press release will be available on https://corporate.exxonmobil.com/. Copies of the Offer to Purchase are available to holders of the Notes (“Holders“) through the Tender and Information Agent, Global Bondholder Services Corporation, at its website https://www.gbsc-usa.com/pioneer/ or by calling (212) 430-3774 (banks and brokers call collect) or (855) 654-2014 (all others please call toll-free).
The Dealer Manager for each Tender Offer is:
Citigroup
388 Greenwich Street, 4th Floor
New York, NY 10013
Toll-Free: +1 (800) 558-3745
Collect: +1 (212) 723-6106
Email: ny.liabilitymanagement@citi.com
Attention: Liability Management Group
The Tender and Information Agent for each Tender Offer is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call Collect: (212) 430-3774
All Others Please Call Toll-Free: (855) 654-2014
E-mail: contact@gbsc-usa.com
Tender Offer Website: https://www.gbsc-usa.com/pioneer/
The Offeror has not filed this announcement or the Offer to Purchase with, and they have not been reviewed by, any federal or state securities commission or regulatory authority of any other country. No authority has passed upon the accuracy or adequacy of either Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This announcement is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws.
Cautionary note regarding forward-looking statements
Certain statements contained in this announcement are, or may be deemed to be, “forward-looking statements” (including for purposes of the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
Forward-looking statements give the Offeror’s current expectations and projections about future events, including strategic initiatives and future financial condition and performance, and so the Offeror’s actual results may differ materially from what is expressed or implied by such forward-looking statements. Forward-looking statements sometimes use words such as “expects,” “anticipates,” “believes,” “targets,” “plans,” “intends,” “aims,” “projects,” “indicates,” “may,” “might,” “will,” “should,” “potential,” “could” and words of similar meaning (or the negative thereof). All statements, other than statements of historical facts, included in this announcement are forward-looking statements. Such forward-looking statements include, but are not limited to, statements relating to future events; projections; descriptions of strategic, operating, and financial plans and objectives; statements of future ambitions and plans; future earnings power; potential addressable markets; and other statements of future events or conditions.
Any forward-looking statements made by or on behalf of the Offeror speak only as of the date they are made and are based upon the knowledge and information available to the Offeror on the date of this announcement. These statements and views may be based on a number of assumptions and, by their nature, involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond ExxonMobil’s control or precise estimate. Subject to our obligations under U.S. law in relation to disclosure and ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About ExxonMobil
ExxonMobil, one of the largest publicly traded international energy and petrochemical companies, creates solutions that improve quality of life and meet society’s evolving needs.
The corporation’s primary businesses – Upstream, Product Solutions and Low Carbon Solutions – provide products that enable modern life, including energy, chemicals, lubricants, and lower emissions technologies. ExxonMobil holds an industry-leading portfolio of resources, and is one of the largest integrated fuels, lubricants, and chemical companies in the world. ExxonMobil also owns and operates the largest CO2 pipeline network in the United States. In 2021, ExxonMobil announced Scope 1 and 2 greenhouse gas emission-reduction plans for 2030 for operated assets, compared to 2016 levels. The plans are to achieve a 20-30% reduction in corporate-wide greenhouse gas intensity; a 40-50% reduction in greenhouse gas intensity of upstream operations; a 70-80% reduction in corporate-wide methane intensity; and a 60-70% reduction in corporate-wide flaring intensity. To learn more, visit exxonmobil.com and ExxonMobil’s Advancing Climate Solutions.
Public Company Information: NYSE: XOM
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