Scott D. Sheffield - May 3, 2024 Form 4 Insider Report for PIONEER NATURAL RESOURCES CO (PXD)

Role: Director
Signature: Akshar C. Patel, Attorney-in-Fact for Scott D. Sheffield
Stock symbol: PXD
Transactions as of: May 3, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/3/2024, 04:05 PM
Previous filing: May 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PXD	Common Stock	Award	$0	+193K	+43.28%	$0.00	641K	May 3, 2024	Direct	F1
transaction	PXD	Common Stock	Disposed to Issuer		-641K	-100%		0	May 3, 2024	Direct	F2
transaction	PXD	Common Stock	Disposed to Issuer		-15K	-100%		0	May 3, 2024	Family Trust (Spouse Trustee)	F2
transaction	PXD	Common Stock	Disposed to Issuer		-13K	-100%		0	May 3, 2024	Family Trust (Officer Trustee)	F2
transaction	PXD	Common Stock	Disposed to Issuer		-2.76K	-100%		0	May 3, 2024	by Spouse	F2
transaction	PXD	Common Stock	Disposed to Issuer		-157K	-100%		0	May 3, 2024	by Family Limited Partnership	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott D. Sheffield is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pioneer Natural Resources Company, a Delaware corporation ("Pioneer"), ExxonMobil Corporation, a New Jersey Corporation ("ExxonMobil), and SPQR, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ExxonMobil (Merger Sub") are parties to the Agreement and Plan of Merger, dated as of October 10, 2023 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into Pioneer (the "Merger"). Pursuant to the Merger Agreement, these performance units of Pioneer were fully accelerated assuming maximum level of performance immediately prior to the effective time of the Merger.
F2	At the effective time of the Merger, each share, each outstanding restricted stock unit and each performance unit were cancelled and converted into the right to receive 2.3234 shares of ExxonMobil common stock.

Content

Pioneer Natural Resources Company, a Delaware corporation ("Pioneer"), ExxonMobil Corporation, a New Jersey Corporation ("ExxonMobil), and SPQR, LLC, a Delaware limited liability company and a wholly-owned subsidiary of ExxonMobil (Merger Sub") are parties to the Agreement and Plan of Merger, dated as of October 10, 2023 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub merged with and into Pioneer (the "Merger"). Pursuant to the Merger Agreement, these performance units of Pioneer were fully accelerated assuming maximum level of performance immediately prior to the effective time of the Merger.

At the effective time of the Merger, each share, each outstanding restricted stock unit and each performance unit were cancelled and converted into the right to receive 2.3234 shares of ExxonMobil common stock.