Pioneer Natural Resources Announces Secondary Offering of 6,000,000 Shares of Common Stock by Selling Stockholders

Pioneer Natural Resources Company (NYSE:PXD) ("Pioneer" or "the Company") today announced that Double Eagle Energy Holdings III LLC (“Double Eagle III”), which is majority owned by funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO), and Q-FPP (VII) Subsidiary, LLC (“Quantum Sub”), which is majority owned by funds managed by affiliates of Quantum Energy Partners (Double Eagle III and Quantum Sub together, the “Selling Stockholders”), intend to offer for sale 6,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Company’s shelf registration statement previously filed with the Securities and Exchange Commission. Approximately 64.13% of the shares are being sold by Double Eagle III and 35.87% of the shares are being sold by Quantum Sub.

The offering consists entirely of secondary shares to be sold by the Selling Stockholders. The Selling Stockholders will receive all of the net proceeds from the offering. Pioneer is not offering any shares of common stock in the offering and will not receive any proceeds from the sale of shares in the offering. Pioneer issued the shares on May 4, 2021, as part of the consideration for its acquisition of DoublePoint Energy.

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will act as the underwriters for this offering.

When available, copies of the prospectus supplement and accompanying prospectus related to the offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus Department, Telephone: 1 (866) 471-2526, Facsimile: 1 (212) 902-9316, E-mail: Prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, USA 11717, Telephone: 1 (888) 603-9204, E-mail: prospectus-eq_fi@jpmchase.com. An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The offering will be made pursuant to an effective shelf registration statement, which was previously filed by Pioneer with the Securities and Exchange Commission, and a prospectus supplement and accompanying prospectus, which will be filed by Pioneer with the Securities and Exchange Commission.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States.

Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of commodity prices, product supply and demand, the impact of a widespread outbreak of an illness, such as the COVID-19 pandemic on global and U.S. economic activity, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company’s drilling and operating activities, access to and availability of transportation, processing, fractionation, refining, storage and export facilities, Pioneer’s ability to implement its business plans or complete its development activities as scheduled, the financial strength of counterparties to Pioneer’s credit facility, investment instruments and derivative contracts and purchasers of Pioneer’s oil, natural gas liquids and gas production, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks, and acts of war or terrorism. These and other risks are described in Pioneer’s Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, and other filings with the Securities and Exchange Commission. In addition, Pioneer may be subject to currently unforeseen risks that may have a materially adverse impact on it. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Pioneer undertakes no duty to publicly update these statements except as required by law.

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