8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2024

PIONEER NATURAL RESOURCES COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-13245	75-2702753
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

777 Hidden Ridge

Irving, Texas 75038

(Address of principal executive offices and zip code)

(972) 444-9001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	PXD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introduction

As previously disclosed, on October 10, 2023, Pioneer Natural Resources Company, a Delaware corporation (the “Company” or “Pioneer”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Exxon Mobil Corporation, a New Jersey corporation (“ExxonMobil”), and SPQR, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ExxonMobil (“Merger Sub”). On May 3, 2024, Merger Sub merged with and into Pioneer (the “Merger”), with Pioneer surviving the Merger as a wholly-owned subsidiary of ExxonMobil.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Pioneer on October 11, 2023 (Accession No. 0001193125-23-253935) and is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement

In connection with the consummation of the Merger, on May 3, 2024, Pioneer, ExxonMobil and Computershare Trust Company, N.A. (successor to Wells Fargo Bank, National Association), as trustee, entered into the First Supplemental Indenture to that certain Indenture (the “Indenture”), dated as of May 14, 2020, pursuant to which Pioneer issued its 0.250% Convertible Senior Notes due 2025 (the “Notes”). The First Supplemental Indenture provides that, as of the effective time of the Merger (the “Effective Time”), the right to convert each $1,000 principal amount of Notes into shares of common stock, par value $0.01 per share, of Pioneer (“Pioneer Common Stock”) was changed into a right to convert such principal amount of Notes into the number of shares of common stock, without par value, of ExxonMobil (“ExxonMobil Common Stock”) that a holder of a number of shares of Pioneer Common Stock equal to the Conversion Rate (as defined in the Indenture) immediately prior to the Effective Time would have been entitled to receive upon the consummation of the Merger; provided that, at and after the Effective Time (a) Pioneer will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of the Notes in accordance with the terms of the Indenture and (b) any amount payable in cash upon conversion of the Notes in accordance the terms of the Indenture will continue to be payable in cash. As described below, upon the consummation of the Merger, each then-outstanding share of Pioneer Common Stock was converted into the right to receive 2.3234 shares of ExxonMobil Common Stock (the “Exchange Ratio”), resulting in an adjusted initial Conversion Rate of 25.4503 shares of ExxonMobil Common Stock per $1,000 principal amount of Notes. As of the date hereof, approximately $450 million aggregate principal amount of Notes remains outstanding.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on May 3, 2024, Pioneer terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under that certain Credit Agreement, dated as of October 24, 2018, by and among Pioneer, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the other agents and lenders party thereto from time to time, as amended, supplemented, or otherwise modified from time to time (the “Credit Agreement”). In connection with the termination of the Credit Agreement, on May 3, 2024, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full and any letter of credit or other obligations under the Credit Agreement were released or cash collateralized.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. At the Effective Time, each share of Pioneer Common Stock outstanding immediately prior to the Effective Time, other than certain excluded shares held by Pioneer as treasury stock or owned by ExxonMobil or Merger Sub, was converted into the right to receive 2.3234 shares of ExxonMobil Common Stock (together with cash proceeds from the sale of fractional shares, the “Merger Consideration”).

Additionally, each Pioneer restricted stock unit (each, a “Pioneer RSU”) granted prior to October 10, 2023 (whether vested or unvested), each Pioneer restricted stock unit issued by Pioneer to a non-employee member of the board of directors of Pioneer (each, a “Pioneer DSU”) (whether vested or unvested) and each Pioneer performance stock unit (each, a “Pioneer Performance Unit”) (whether vested or unvested) outstanding and unsettled as of immediately prior to the Effective Time was canceled and converted into the right to receive the Merger Consideration in respect of the total number of shares of Pioneer Common Stock subject to each respective Pioneer RSU, Pioneer DSU and Pioneer Performance Unit (with the number of shares of Pioneer Common Stock subject to each Pioneer Performance Unit determined based on the maximum level of performance), subject to applicable tax withholding. Additionally, each share of restricted Pioneer Common Stock outstanding as of immediately prior to the Effective Time became fully vested, with Pioneer withholding a number of such shares necessary to satisfy any tax withholding, and the remainder of such shares were converted into the right to receive the Merger Consideration. Each Pioneer RSU granted on or after October 10, 2023 that was outstanding and unvested as of immediately prior to the Effective Time was converted into a number of ExxonMobil restricted stock units equal to the Exchange Ratio multiplied by the total number of shares of Pioneer Common Stock subject to such Pioneer RSU.

The issuance of shares of ExxonMobil Common Stock pursuant to the terms of the Merger Agreement was registered under the Securities Act of 1933, as amended, pursuant to ExxonMobil’s registration statement on Form S-4, as amended (File No. 333-275695), which was declared effective by the SEC on January 5, 2024.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Prior to the consummation of the Merger, shares of Pioneer Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “PXD.” In connection with the consummation of the Merger, Pioneer notified the NYSE that the Merger had been completed and requested that the NYSE delist the shares of Pioneer Common Stock prior to the opening of the market on May 3, 2024. Upon Pioneer’s request, the NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting and the deregistration of shares of Pioneer Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Pioneer intends to file with the SEC a Form 15 requesting that the reporting obligations of Pioneer under Sections 13 and 15(d) of the Exchange Act be suspended and that the registration of shares of Pioneer Common Stock under Section 12(g) of the Exchange Act be terminated.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of shares of Pioneer Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Pioneer other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introduction, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, at the Effective Time, Pioneer became a wholly owned subsidiary of ExxonMobil.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time, each of the members of the board of directors of Pioneer as of immediately prior to the Effective Time ceased his or her respective service as a director of Pioneer and all of the officers of Pioneer as of immediately prior to the Effective Time ceased to serve in their capacities as officers of Pioneer. Such departures were not related to any disagreement with Pioneer on any matter related to Pioneer’s operations, policies or practices.

Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub became the directors and officers of Pioneer.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the certificate of incorporation of Pioneer was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K. Additionally, the bylaws of Pioneer were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On May 1 2024, the administrator of the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan (the “Plan”) issued a notice to Plan participants whose accounts were invested in the Pioneer Natural Resources Company Stock Fund (the “Pioneer Stock Fund”) advising participants of a blackout period during which transactions involving the Pioneer Stock Fund (i.e., loans, withdrawals or distributions) would be temporarily suspended pending the exchange of shares held in the Pioneer Stock Fund for shares held in the ExxonMobil Stock Fund (“Share Transfer”) in connection with the closing of the Merger.

The notice advised affected Plan participants that no transactions involving the Pioneer Stock Fund would be permitted during the blackout period, which began after the close of the New York Stock Exchange (4 p.m. EST) on May 1, 2024 and is expected to end the week of May 12, 2024. Federal law generally requires that affected Plan participants be furnished notice of a blackout period at least 30 days in advance of the last date on which such participants could exercise their affected rights immediately before the commencement of any blackout period. However, there is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the Plan administrator. Due to uncertainty regarding the timing of the closing of the Merger, such advance notice was impracticable in this instance.

A copy of the blackout notice to executive officers, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the blackout period and for a period of two years after the ending date of the blackout period, Pioneer security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting a Vanguard Participant Services associate at 800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time or the Company’s HR Help team at HR.Help@pxd.com or 972-969-5732.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit  No.	Description
3.1	Amended and Restated Certificate of Incorporation of Pioneer Natural Resources Company, dated May 3, 2024.
3.2	Amended and Restated Bylaws of Pioneer Natural Resources Company, dated May 3, 2024.
4.1	First Supplemental Indenture, dated May 3, 2024, by and among Pioneer Natural Resources Company, Exxon Mobil Corporation and Computershare Trust Company, N.A.
99.1	Blackout Notice to Executive Officers, dated May 1, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIONEER NATURAL RESOURCES COMPANY
By:	/s/ Alex V. Volkov
	Alex V. Volkov
	Executive Vice President
Date:	May 3, 2024

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PIONEER NATURAL RESOURCES COMPANY

May 3, 2024

FIRST: The name of the corporation is Pioneer Natural Resources Company (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name and address of its registered agent is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $1.00, amounting in the aggregate to $1000.00.

FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation (the “Bylaws”).

SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

EIGHTH: The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (1) is or was a director or officer of the Corporation or (2) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, association, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, entity or organization, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall

run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this ARTICLE EIGHTH is in effect. Any repeal or amendment of this ARTICLE EIGHTH shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this ARTICLE EIGHTH. Such right shall include the right to be paid by the Corporation expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the DGCL, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification is not permitted under the DGCL, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) to have made its determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) that such indemnification is not permissible shall be a defense to the action or create a presumption that such indemnification is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.

The Corporation may additionally indemnify any employee or agent of the Corporation to the fullest extent permitted by law.

As used herein, the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

NINTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (3) under Section 174 of the DGCL, as the same exists or as such provision may hereafter

be amended, supplemented or replaced, or (4) for any transaction from which the director derived an improper personal benefit. Any repeal or amendment of this ARTICLE NINTH by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this ARTICLE NINTH, a director shall not be liable to the Corporation or its stockholders to such further extent as permitted by any law hereafter enacted, including without limitation any subsequent amendment to the DGCL. Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of not less than two-thirds in voting power of the shares of the Corporation then entitled to be voted in an election of directors, voting together as a single class, shall be required to amend or repeal or to adopt any provision inconsistent with, this ARTICLE NINTH.

TENTH: The Corporation reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by the DGCL and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

ELEVENTH: This Amended and Restated Certificate of Incorporation shall become effective immediately upon filing with the Secretary of the State of the State of Delaware.

EX-3.2

Exhibit 3.2

PIONEER NATURAL

RESOURCES COMPANY

* * * * * * * * * * * * * *

AMENDED AND RESTATED

BY-LAWS

* * * * * * * * * * * * * * * *

May 3, 2024

I. MEETINGS OF STOCKHOLDERS

1. Meetings of stockholders may be held at such place, date and hour, within or without the State of Delaware, as shall be designated by the board of directors or the person authorized to call the meeting and stated in the notice of the meeting, or in a duly executed waiver of notice.

2. A meeting of stockholders shall be held annually, at which, except as otherwise required by or pursuant to the certificate of incorporation or as otherwise expressly required by applicable law, the holders of the capital stock entitled to vote shall elect by a plurality vote, a board of directors, and transact any other business as may properly be brought before the meeting.

3. Unless otherwise provided by the certificate of incorporation or these by-laws, written notice, or electronic transmission of notice, if in a form consented to by the stockholder, of any meeting, at which stockholders are required or permitted to take any action, stating the place, date and hour of the meeting, and, if a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting and (b) no notice of an adjourned meeting need be given except when required by law or by paragraph 7 of Article I of these by-laws. If mailed, notice shall be considered given when mailed to a stockholder at the address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by the stockholder.

4. At least ten days before every meeting of stockholders, the secretary shall make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business or the executive office of the corporation.

5. Special meetings of the stockholders may be called by the Board of Directors, or at the request of stockholders owning outstanding capital stock having not less than the minimum number of votes that would be necessary to take action at a meeting at which all shares entitled to vote were present and voting. Such request shall state the purpose or purposes of the proposed meeting.

6. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

7. The holders of a majority of the stock issued and outstanding and entitled to vote , present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise required by statute, by the certificate of incorporation or by these by-laws. If such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

8. When a quorum is present at any meeting, the holders of outstanding capital stock present in person or represented by proxy entitled to cast a majority of the votes shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or of these by-laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

9. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than one year prior to said meeting. Each stockholder shall have one vote for each share of capital stock having voting power, registered in the stockholder’s name on the books of the corporation unless otherwise provided in or pursuant to the certificate of incorporation.

10. Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of outstanding capital stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted, consent thereto in writing or by electronic transmission. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing or by electronic transmission.

- 2 -

II. DIRECTORS

1. The business and affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by a statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

2. Except as otherwise required by or pursuant to the certificate of incorporation, the number of directors which shall constitute the whole board shall be not less than three and not more than seven, as determined from time to time by the stockholders entitled to vote thereon or by the directors. Except as hereinafter provided for the filling of vacancies and newly created directorships or as otherwise required by or pursuant to the certificate of incorporation, the directors shall be elected at the annual meeting of the stockholders by a plurality of votes cast, and each director shall be elected to serve until a successor shall be duly elected and qualified or until the director’s earlier resignation or removal. Directors need not be stockholders or officers of the corporation.

3. The directors may hold their meetings and keep the books of the corporation outside of Delaware at such place or places within or without the United States as they may from time to time determine.

4. The stockholders, at any meeting, annual or special, by vote of the holders of outstanding capital stock entitled to cast a majority of the votes, may remove any director. Except as otherwise required by or pursuant to the certificate of incorporation, if the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, or if the authorized number of directors shall be increased, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may fill such vacancy or newly created directorship, and the director or directors so chosen shall hold office until the next annual election of directors and until their successors shall be duly elected and qualified.

5. Any director may resign at any time upon notice to the corporation, verbally, electronically or written, to take effect at the time specified in the resignation. Except as otherwise required by or pursuant to the certificate of incorporation, when one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote to take effect when such resignation or resignations shall become effective.

III. COMMITTEES OF DIRECTORS

1. The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the corporation. The board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any

- 3 -

meeting of the committee. Any such committee, to the extent provided in said resolution or resolutions and except as otherwise provided by statute, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

2. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

IV. MEETINGS OF THE BOARD

1. The first meeting of each newly elected board shall be held at the place and on the date, within or without the State of Delaware, of the annual meeting at which such board was elected, and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present, or they may meet at such place, date and hour as shall be fixed by the consent in writing of all the directors.

2. Regular meetings of the board may be held without notice at such place, date and hour, within or without the State of Delaware, as shall from time to time be determined by the board.

3. Special meetings of the board may be called by the president, any vice president, the secretary or by any member of the board of directors on twenty-four hours’ notice to each director, either personally or by mail or by electronic transmission, and shall be held at such place, date and hour, within or without the State of Delaware, as shall be stated in the notice.

4. At all meetings of the board one-third, but not less than two, of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation or by these by-laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

5. Unless otherwise restricted by the certificate of incorporation or by these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if all members of the board or committee, as the case may be, consent in writing, or by electronic transmission and the writing or writings or electronic transmission are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

- 4 -

6. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

V. NOTICES

1. Whenever under the provisions of a statute or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or mailbox, in a postpaid sealed envelope, addressed to such director or stockholder at such address as appears on the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram, telephone or electronic transmission.

2. Whenever any notice is required to be given under the provisions of a statute or of the certificate of incorporation or of these by-laws, a waiver in writing signed by the person or persons entitled to said notice or by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to notice.

VI. OFFICERS

1. The officers of the corporation shall be chosen by the directors and shall be a president, a vice president, a secretary, a treasurer and a controller. The board of directors may also choose additional vice presidents, and one or more assistant secretaries, assistant treasurers and assistant controllers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president and one or more vice presidents with such additional designations of title as the board may make, a secretary, a treasurer and a controller, none of whom need be a member of the board.

3. The board may choose such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. The board may delegate to any executive officer or to any committee the power to choose and define the powers and duties of any subordinate officers or agents.

- 5 -

4. Each officer of the corporation shall hold office until a successor is chosen and qualified or until the officer’s earlier resignation or removal. Any officer elected by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors and any officer may resign at any time upon notice, verbal, electronic or written, to the corporation. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the board of directors.

VII. THE PRESIDENT

1. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders, shall be ex officio a member of all standing committees, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

VIII. VICE PRESIDENTS

1. The vice presidents shall, in the absence or disability of the president, or as needed or directed by the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the board of directors or president shall prescribe.

IX. THE SECRETARY AND ASSISTANT SECRETARIES

1. The secretary shall attend all sessions of the board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required, shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, if required, and shall perform such other duties as may be prescribed by the board of directors or president.

2. The assistant secretaries shall, in the absence or disability of the secretary, or as needed or directed by the secretary perform the duties and exercise the powers of the secretary and shall perform such other duties as the board of directors, president or secretary shall prescribe.

X. THE TREASURER AND ASSISTANT TREASURERS

1. The treasurer shall be the chief financial officer of the corporation, shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

2. The treasurer shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all transactions by the treasurer and of the financial condition of the corporation.

- 6 -

3. The assistant treasurers shall, in the absence or disability of the treasurer, or as needed or directed by the treasurer perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors, president or treasurer shall prescribe.

XI. THE CONTROLLER AND ASSISTANT CONTROLLERS

1. The controller shall maintain the corporation’s general and departmental accounts and prepare appropriate financial statements, shall advise the board with regard to all accounting and auditing matters relating to the corporation and assist in the implementation of adopted policies in these fields, shall establish and implement procedures on accounting and auditing for the corporation and its affiliates, and shall perform such other duties as the board of directors or president shall prescribe.

2. The assistant controllers shall, in the absence or disability of the controller, or as needed or directed by the controller, perform the duties and exercise the powers of the controller and shall perform such other duties as the board of directors, president or controller shall prescribe.

XII. UNCERTIFICATED SHARES

1. The shares of the corporation shall be uncertificated shares, provided that the Board of Directors may provide by resolution or resolutions that some or all classes or series of stock shall be represented by certificates. If represented by certificates, the certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the president or a vice president and the treasurer or an assistant treasurer or the secretary or an assistant secretary. Any or all of the signatures on a certificate may be a facsimile.

XIII. TRANSFERS OF STOCK

1. Subject to any limitations in the Certificate of Incorporation, registered shares in the Corporation may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee and the class, number and par value of the shares being transferred, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. If such shares are represented by a certificate, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares of stock of the corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

- 7 -

XIV. FIXING RECORD DATE

1. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, except as otherwise required by or pursuant to the certificate of incorporation, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

2. If no record date is fixed (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived by all stockholders entitled to notice, at the close of business on the day next preceding the day on which the meeting is held; (b) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

3. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

XV. REGISTERED STOCKHOLDERS

1. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

XVI. FISCAL YEAR

1. The corporation’s fiscal year shall begin the first day in January in each year.

XVII. SEAL

1. The corporate seal shall have the name of the corporation inscribed thereon and shall be in the form as approved by the board of directors.

- 8 -

XVIII. AMENDMENTS

1. These by-laws may be altered, amended or repealed and new by-laws made, by the board of directors, but the stockholders may make additional by-laws and may alter and repeal any by-laws whether adopted by the stockholders or the board of directors.

- 9 -

EX-4.1

Exhibit 4.1

PIONEER NATURAL RESOURCES COMPANY

EXXON MOBIL CORPORATION

AND

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

May 3, 2024

0.250% Convertible Senior Notes due 2025

FIRST SUPPLEMENTAL INDENTURE, dated as of May 3, 2024 (this “Supplemental Indenture”), by and among Pioneer Natural Resources Company, a Delaware corporation (the “Company”), Exxon Mobil Corporation, a New Jersey corporation (the “Parent”), and Computershare Trust Company, N.A., a national banking association (successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), to the Indenture, dated as of May 14, 2020 (the “Indenture”), between the Company and the Trustee.

WHEREAS, the Company has heretofore executed and delivered the Indenture, pursuant to which the Company issued its 0.250% Convertible Senior Notes due 2025 (the “Notes”) in the original aggregate principal amount of $1,322,500,000, which were originally convertible under certain circumstances into cash, the Company’s common stock, par value $0.01 per share (“Company Common Stock”), or a combination thereof, at the Company’s election;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of October 10, 2023 (as amended, supplemented, restated or otherwise modified, the “Merger Agreement”), by and among the Company, the Parent and SPQR, LLC, a Delaware limited liability company (“Exxon Merger Sub”), Exxon Merger Sub will, substantially concurrently with the effectiveness of this Supplemental Indenture, merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of the Parent (the “Merger”) and, pursuant to the terms of the Merger, each outstanding share of Company Common Stock will be converted into a number of validly issued, fully paid and non-assessable shares of common stock, without par value, of the Parent (the “Parent Common Stock”) equal to 2.3234 (the “Exchange Ratio”);

WHEREAS, the Merger constitutes a Merger Event under the Indenture, and Section 14.07(a) of the Indenture provides that in the case of any Merger Event, prior to or at the effective time of such Merger Event, the Company shall execute and deliver to the Trustee a supplemental indenture permitted under Section 10.01(g) of the Indenture which provides that upon such Merger Event (i) subsequent conversions of Notes shall be into Reference Property in the manner set forth in Section 14.07(a) of the Indenture (subject to the proviso set forth in Section 14.07(a) of the Indenture) and (ii) subsequent anti-dilution and other adjustments shall be as nearly equivalent as is possible to the adjustments provided for in Article 14 of the Indenture in a manner that the Company deems appropriate in its reasonable discretion to preserve the economic interests of Holders;

WHEREAS, pursuant to Section 10.01 of the Indenture, the Company and the Trustee may enter into indentures supplemental to the Indenture to, among other things, (i) make certain changes that do not adversely affect the rights of any Holder and (ii) make certain changes in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02, and make such related changes to the terms of the Notes to the extent expressly required by Section 14.07;

WHEREAS, the Board of Directors of the Parent by resolutions adopted on May 2, 2024 and the Board of Directors of the Company by resolutions adopted on May 1, 2024 have duly authorized, on behalf of the Parent and the Company, respectively, this Supplemental Indenture;

WHEREAS, in connection with the execution and delivery of this Supplemental Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel as contemplated by Sections 10.05, 14.04, 14.07 and 17.05 of the Indenture; and

WHEREAS, the Company and the Parent have requested that the Trustee execute and deliver this Supplemental Indenture and have satisfied all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms.

WITNESSETH:

NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions in the Supplemental Indenture. Unless otherwise specified herein or the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this Supplemental Indenture;

(b) the terms defined in this Article and in this Supplemental Indenture include the plural as well as the singular;

(c) unless otherwise stated, a reference to a Section or Article is to a Section or Article of this Supplemental Indenture; and

(d) Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 1.2. Definitions in the Indenture.

(a) The Indenture is hereby amended and supplemented by adding the following additional definition to Section 1.01 of the Indenture in the appropriate alphabetical order.

“First Supplemental Indenture” means that certain Supplemental Indenture, dated as of May 3, 2024, by and among the Company, the Parent and the Trustee.

3

(b) The Indenture is hereby amended by replacing the defined terms “Board of Directors,” “Common Stock,” “Corporate Trust Office,” “Daily VWAP,” “Ex-Dividend Date,” “Fundamental Change” and “Opinion of Counsel” in their entirety with the following terms:

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder, or for purposes of the defined term “Record Date” and Sections 14.01(b)(ii)(B) and 14.04(a), (d) and (j), the board of directors of the Parent or a committee of such board duly authorized to act for it hereunder.

“Common Stock” means the common stock of the Parent, without par value, at the date of the First Supplemental Indenture, subject to Section 14.07.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date of the First Supplemental Indenture is located at 1505 Energy Park Drive, St. Paul, MN 55108, Attention: Corporate Trust Services—Pioneer Natural Resources Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

“Daily VWAP” means, for each of the 25 consecutive Trading Days during the relevant Observation Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “XOM <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Ex-Dividend Date” means the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Parent or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Fundamental Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

(a) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Parent, its Wholly Owned Subsidiaries and the employee benefit plans of the Parent and its Wholly Owned Subsidiaries, files a Schedule TO or any

4

schedule, form or report under the Exchange Act that discloses that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Common Stock representing more than 50% of the voting power of the Common Stock;

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination or change in par value) as a result of which all of the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Parent pursuant to which the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Parent and its Subsidiaries, taken as a whole, to any Person other than one of the Parent’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Parent’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions vis-a-vis each other as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(c) the stockholders of the Parent approve any plan or proposal for the liquidation or dissolution of the Parent; or

(d) the Common Stock (or other common stock underlying the Notes) ceases to be listed or quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (a) or clause (b) above shall not constitute a Fundamental Change, if at least 90% of the consideration received or to be received by the common stockholders of the Parent, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ statutory appraisal rights, in connection with such transaction or transactions consists of shares of common stock (or depositary receipts or shares in respect thereof) that are listed or quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and such transaction or transactions constitute a Merger Event whose Reference Property constitutes such consideration, excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ statutory appraisal rights (subject to the provisions of Section 14.02(a)). If any transaction in which the Common Stock is replaced by the securities of another entity occurs, following completion of any related Make-Whole Fundamental Change Period (or, in the case of a transaction that would have been a Fundamental Change or a Make-Whole Fundamental Change but for the proviso immediately following clause (b) of this definition, following the effective date of such transaction) references to the Parent in this definition shall instead be references to such other entity.

5

For purposes of this definition of “Fundamental Change,” any transaction that constitutes a Fundamental Change pursuant to both clause (a) and clause (b) (excluding the proviso to such clause (b)) of this definition will be deemed to be a Fundamental Change solely under clause (b) of this definition (subject to such proviso).

“Opinion of Counsel” means an opinion in writing, signed by legal counsel, who may be an employee of or counsel to the Company or the Parent, as applicable, or other counsel acceptable to the Trustee, which opinion may contain customary assumptions, exceptions and qualifications as to the matters set forth therein and which legal counsel may, in providing such opinion, rely upon certifications as to matters of fact, that is delivered to the Trustee. Each such opinion shall include the statements provided for in Section 17.05 and Section 17.06 if and to the extent required by the provisions of such Section 17.05 and Section 17.06.

ARTICLE II

EFFECT OF MERGER ON CONVERSION PRIVILEGE

Section 2.1. Conversion Right. From and after the Effective Time (as defined below), the consideration due upon conversion of any Notes shall be determined in the same manner as if each reference to any number of shares of Company Common Stock in Article 14 of the Indenture were instead a reference to the corresponding number of shares of Parent Common Stock that a Holder of such number of shares of Company Common Stock equal to the Conversion Rate immediately prior to the Effective Time would have been entitled to receive upon the consummation of the Merger (e.g., a holder of $1,000 principal amount of Notes with a Conversion Rate of 10.9539 immediately prior to the Effective Time would have the right to convert such principal amount into 25.4503 shares of Parent Common Stock, calculated by multiplying such Conversion Rate (10.9539) by the Exchange Ratio (2.3234)); provided that, at and after the Effective Time

(a) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 of the Indenture;

(b) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 of the Indenture shall continue to be payable in cash;

(c) the Daily VWAP shall be calculated (in a manner determined by the Company in good faith) based on the value of a share of Parent Common Stock; and

(d) the conditions to conversion described in Section 14.01(b)(i), Section 14.01(b)(ii), Section 14.01(b)(iii), Section 14.01(b)(iv) and Section 14.01(b)(v) of the Indenture will be determined as if each reference to a share of Company Common Stock were instead a reference to a share of Parent Common Stock.

For clarity, the foregoing will apply in lieu clauses (B)(II) through (IV) of the proviso to the first sentence of Section 14.07 of the Indenture in respect of the Merger, and the initial Conversion Rate from and after the Effective Time will be 25.4503 shares of Parent Common Stock.

6

Section 2.2. Additional Amendments to the Indenture. The Indenture is hereby amended as follows:

(a) Section 12.01 of the Indenture is hereby amended by adding as the final sentence thereof:

“No recourse under or upon any obligation, covenant or agreement of the Parent in this Indenture or in any supplemental indenture or in any Note shall be had against any incorporator, stockholder, employee, agent, officer or director or Subsidiary, as such, past, present or future, of the Parent or of any successor corporation, either directly or through the Parent or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability has been hereby expressly waived and released as a condition of, and as a consideration for, the execution by the Parent of the First Supplemental Indenture.”

(b) Section 14.01(b)(ii) of the Indenture is hereby amended and restated in full to read as follows:

“(ii) If, prior to February 15, 2025, the Parent elects to:

(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or

(B) distribute to all or substantially all holders of the Common Stock the Parent’s assets, securities or rights to purchase securities of the Parent (other than pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution,

then, in either case, the Company shall notify in writing all Holders, the Trustee and the Conversion Agent (if other than the Trustee) (x) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution, or (y) at least 10 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution; provided

7

that, if the Company provides such notice in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding anything to the contrary in Section 14.02 or any other provision of this Indenture, the Company will be required to settle all conversions of Notes with a Conversion Date occurring during the period from, and including, the date of such notice to, and including, the Record Date for such issuance or distribution (or the date of the Parent’s announcement that such issuance or distribution will not take place) using Physical Settlement and the Company will so notify the Holders of such required Settlement Method in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Parent’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Holders may not exercise the conversion right set forth in this Section 14.01(b)(ii) if they participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.01(b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.”

(c) Section 14.01(b)(iii) of the Indenture is hereby amended and restated in full to read as follows:

“(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to February 15, 2025, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Parent is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets that occurs prior to February 15, 2025, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, other than a merger effected solely to change the Parent’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the transaction until 25 Trading Days after such effective date or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the effective date of any such transaction no later than the second Business Day following such effective date.”

8

(d) Section 14.02(j) of the Indenture is hereby amended and restated in full to read as follows:

“(j) The Company shall not deliver any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date or, if such Conversion Date is not a Trading Day, the immediately preceding Trading Day (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be delivered upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. If a Holder converts more than one (1) Note on a single Conversion Date, then cash in lieu of fractional shares due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary’s applicable procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.”

(e) Section 14.03(e) of the Indenture is hereby amended and restated in full to read as follows:

“(e) The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below:

Effective Date	Stock Price
	$30.22		$31.32		$32.22		$34.00		$35.79		$39.29		$39.29		$44.74		$51.08		$53.69		$62.64		$71.59
May 14, 2020		7.6350		7.2662		6.7396		5.8012		4.9952		3.7252		3.7252		2.3339		1.3086		1.0119		0.3612		0.0743
May 15, 2021		7.6350		7.2662		6.7396		5.8012		4.9952		3.7168		3.7168		2.2864		1.2496		0.9543		0.3202		0.0556
May 15, 2022		7.6350		7.2662		6.7013		5.6858		4.8217		3.4810		3.4810		2.0567		1.0588		0.7839		0.2213		0.0198
May 15, 2023		7.6350		7.1061		6.4988		5.4288		4.5264		3.1485		3.1485		1.7343		0.8004		0.5585		0.1084		0.0000
May 15, 2024		7.6350		6.7516		6.0819		4.9125		3.9422		2.5104		2.5104		1.1560		0.3914		0.2255		0.0047		0.0000
May 15, 2025		7.6350		6.4781		5.5911		3.9573		2.4870		0.0006		0.0006		0.0000		0.0000		0.0000		0.0000		0.0000

The exact Stock Price and Effective Date may not be set forth in the table above, in which case:

(i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table, the number of Additional Shares by which the Conversion Rate will be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day or 366-day year, as applicable;

(ii) if the Stock Price is greater than $71.59 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and

(iii) if the Stock Price is less than $30.22 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate.

9

Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 33.0853 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.”

(f) Sections 14.04(a), 14.04(b), 14.04(c), 14.04(d), 14.04(e), 14.04(j), 14.04(n), 14.06, 14.08 and 14.11 of the Indenture shall be amended to replace references to “the Company” with references to “the Parent”; provided, however that, in each case, references therein to determinations to be made by the Company in good faith shall continue to refer to “the Company”.

(g) Pursuant to Section 14.07(e) of the Indenture, at and after the Effective Time, the “Initial Dividend Threshold” in Section 14.04(d) of the Indenture shall be equal to $0.23.

(h) Section 14.04(i) of the Indenture is hereby amended and restated in full to read as follows:

“(i) In addition to those adjustments required by clauses (a), (b), (c), (d) and (e) of this Section 14.04, and to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Parent’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 Business Days if the Board of Directors determines that such increase would be in the Company’s best interest. In addition, to the extent permitted by applicable law and subject to the applicable rules of any exchange on which any of the Parent’s securities are then listed, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares of Common Stock (or rights to acquire shares of Common Stock) or similar event. Whenever the Conversion Rate is increased pursuant to either of the preceding two sentences, the Company shall deliver to the Holder of each Note a notice of the increase prior to the date the increased Conversion Rate takes effect, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.”

(i) The first paragraph of Section 14.07(a) of the Indenture is hereby amended and restated in full to read as follows:

“(a) In the case of:

(i) any recapitalization, reclassification or change of the Common Stock (other than a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination),

(ii) any consolidation, merger or combination involving the Company or the Parent,

10

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Parent and the Parent’s Subsidiaries, substantially as an entirety, or the Company and the Company’s Subsidiaries, substantially as an entirety, or

(iv) any statutory share exchange,

in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Merger Event (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 14.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event, (III) the Daily VWAP shall be calculated (in a manner determined by the Company in good faith) based on the value of a unit of Reference Property and (IV) the conditions to conversion described in Section 14.01(b)(i), Section 14.01(b)(ii), Section 14.01(b)(iii), Section 14.01(b)(iv) and Section 14.01(b)(v) will be determined as if each reference to a share of Common Stock were instead a reference to a unit of Reference Property.”

(j) Section 14.07(c) of the Indenture is hereby amended and restated in full to read as follows:

“(c) Neither the Company nor the Parent shall become a party to any Merger Event unless its terms are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock (or other Reference Property, if applicable) or a combination of cash and shares of Common Stock (or other Reference Property, if applicable), as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Merger Event.”

11

(k) The first paragraph of Section 17.03 of the Indenture is hereby amended and restated in full to read as follows:

“Section 17.03. Addresses for Notices, Etc. Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the Company shall be deemed to have been sufficiently given or made, for all purposes if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed (until another address is filed by the Company or the Parent with the Trustee) to Pioneer Natural Resources Company, 777 Hidden Ridge, Irving, Texas 75038, Attention: General Counsel, with a copy to Exxon Mobil Corporation, 22777 Springwoods Village Parkway (LOC #140), Spring, Texas 77389, Attention: Americas Treasury Center. Any notice, direction, request or demand hereunder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office.”

ARTICLE III

MISCELLANEOUS

Section 3.1. Ratification of Indenture. The Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.2. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and the Parent and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though set forth in full herein.

Section 3.3. Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.4. Execution in Counterparts. This Supplemental Indenture (and any document executed in connection with this Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (the “UCC”) (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a

12

faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

Section 3.5. Effectiveness. This Supplemental Indenture shall become effective, without further action by the parties hereto, upon the Effective Time (as defined in the Merger Agreement) of the Merger on May 3, 2024 (the “Effective Time”).

[Signature Page Follows]

13

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

PIONEER NATURAL RESOURCES COMPANY
By:	/s/ Mark Kleinman
Name:	Mark Kleinman
Title:	Executive Vice President and General Counsel
EXXON MOBIL CORPORATION
By:	/s/ Antony Peters
Name:	Antony Peters
Title:	Assistant Treasurer
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
By:	/s/ Scott Little
Name:	Scott Little
Title:	Vice President

[Signature Page to First Supplemental Indenture]

EX-99.1

Exhibit 99.1

May 1, 2024

Important: Company stock fund change in your investment lineup

Due to the impending merger between ExxonMobil and Pioneer Natural Resources USA, Inc., the Pioneer Natural Resources Company Stock Fund will be removed from the investment lineup for the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan (091151) after the merger is complete, which is expected to take place on or around May 3, 2024. As you may know, the Pioneer Natural Resources Company Stock Fund is already closed to new investments and contributions in the plan.

The following is for your information only. You do not need to take any action.

How this change will affect you

If you have a balance in the Pioneer Natural Resources Company Stock Fund, you will receive 2.3234 shares of ExxonMobil common stock, to be held in the ExxonMobil Stock Fund for every share in the Pioneer Natural Resources Company Stock Fund you hold.

To accommodate this transfer, the Pioneer Natural Resources Company Stock Fund will be frozen for all activity as of 4 p.m., Eastern time, on May 1, 2024.

The freeze is expected to be lifted during the week of May 12, 2024. During this week, you can determine whether the freeze period has ended by logging into to your account at vanguard.com/retirementplans or calling a Vanguard Participant Services associate at 800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

The ExxonMobil Stock Fund will be closed to new investments. As a result, once the freeze is lifted you will be able to transfer funds out of the ExxonMobil Stock Fund but will not be able to direct any investments into the ExxonMobil Stock Fund.

The accounting methodology for the Pioneer Natural Resources Company Stock Fund is unit accounting and the ExxonMobil Stock Fund will use share accounting. Unit accounting means the fund is run like a mutual fund, with a small cash position (usually held in a money market fund) to facilitate trades. Share accounting means that only shares of company common stock are held in the fund. Share accounting requires the ExxonMobil Stock Fund to have an early trading cutoff of 1 p.m., Eastern time every day.

As a result of the merger, the plan will establish a new ExxonMobil Stock Fund. Any participant in the Plan whose account balance is invested in the Pioneer Natural Resources Company Stock Fund as of the merger date will be credited with Exxon Mobil stock after the merger is completed.

The approximate number of Pioneer Natural Resources shares you own through the Plan can be calculate by dividing your Pioneer Natural Resources Stock Fund balance, which you can find on your vanguard.com account, by the prior day’s closing price of Pioneer Natural Resources common stock on the New York Stock Exchange.

For example, if the current value of your Pioneer Natural Resources Stock Fund account is $6,500 and the current price of Pioneer Natural Resources common stock is $260 per share, you would divide your balance, $6,500, by $260 to find that you own the equivalent of approximately 25 shares of Pioneer Natural Resources stock. Keep in mind that the number of Pioneer Natural Resources shares may differ slightly from the actual number of shares you hold due to the small amount of cash held in the fund.

Current balance in the Pioneer Stock Fund	/ Current stock share price	= Approximate number of Pioneer shares you own through the Pioneer Stock Fund
$6,500	/ $260 share price	= Approximately 25 shares

Key dates

May 1, 2024 at 4 p.m., Eastern time	Freeze period begins on the Pioneer Natural Resources Company Stock Fund. All transactions involving this fund will be restricted.
On or around May 3, 2024	Upon closing of the merger, shares held in the Pioneer Natural Resources Company Stock Fund will be exchanged for shares in the ExxonMobil Stock Fund.
Week of May 12, 2024	Freeze period is expected to end. The share transfer due to the merger is complete.

A note about risk

Keep in mind that whenever you invest, there’s a chance you could lose the money. The performance of a company stock fund depends on the price of a single stock, which can move up or down dramatically in short periods of time. As a result, the Pioneer Natural Resources Company Stock Fund and the ExxonMobil Stock Fund can be riskier than a stock mutual fund, which may own hundreds or thousands of stocks. Stocks that have wide price swings might have a large loss during the freeze period, and you would not be able to direct the sale of such stocks from your account during the freeze period. You should evaluate the appropriateness of your current investment decisions, particularly given the inability to complete any transactions involving the Pioneer Natural Resources Company Stock Fund and the ExxonMobil Stock Fund during the freeze period.

Review your investments

Now may be a good time to check your investment mix to be sure it’s still in line with your financial goals. For more information and help rebalancing, log in to your account at vanguard.com/retirementplans, click Investments under the Plan Details tab, and review the section Are you on track?

Federal law generally requires that you be furnished notice of a freeze period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any freeze period in order to provide you with sufficient time to consider the effect of the freeze period on your retirement and financial plans. There is an exception to this 30-day rule where such advance notice is not possible due to events beyond the reasonable control of the Plan administrator. Due to uncertainty regarding the timing of the closing of the merger, such advance notice was impracticable in this instance.

Page 2 of 3

Connect with Vanguard^®

You can access your account and conduct transactions in any of these ways:

• Online. Log in to your account at vanguard.com/retirementplans. Not yet registered for immediate, secure online account access? You will need your plan number, 091151.

• On your mobile device. Go to vanguard.com/bemobile to download the Vanguard app so you can access your account on the go.

• By phone. Call 800-523-1188 to reach Vanguard’s 24-hour interactive VOICE^® Network. You’ll need your Social Security number and a personal identification number (PIN) to use VOICE. To create a PIN, follow the prompts. Or you can speak with a Vanguard Participant Services associate Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time.

Join the Vanguard community on our social media channels. You’ll have access to Vanguard experts and be able to get up-to-the-minute news and views, attend live web events, participate in live chats, and interact with other Vanguard investors.

Questions?

If you have any questions about this notice, log in to your account at vanguard.com/retirementplans or call a Vanguard Participant Services associate at 800-523-1188 Monday through Friday from 8:30 a.m. to 9 p.m., Eastern time. Alternatively, you may contact Pioneer’s HR Help team at HR.Help@pxd.com or 972-969-5732.

© 2024 The Vanguard Group, Inc. All rights reserved.

Page 3 of 3

XML

Document and Entity Information	May 01, 2024
Cover [Abstract]
Entity Registrant Name	PIONEER NATURAL RESOURCES CO
Amendment Flag	false
Entity Central Index Key	0001038357
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-13245
Entity Tax Identification Number	75-2702753
Entity Address, Address Line One	777 Hidden Ridge
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	(972)
Local Phone Number	444-9001
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	PXD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false