Item 7.01. Regulation FD Disclosure

On May 11, 2020, Pioneer Natural Resources Company (the "Company") issued a press release announcing the commencement of three concurrent cash tender offers for up to $500 million aggregate principal amount of its outstanding 3.45% senior notes due 2021, its outstanding 3.95% senior notes due 2022, and its outstanding 7.20% senior notes due 2028 (the "Tender Offers"). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.




Item 8.01. Other Events


On May 11, 2020, the Company issued a press release announcing the commencement of a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, of Convertible Senior Notes due 2025 (the "Notes"), subject to market and other conditions, to fund, among other things, the Tender Offers, including fees and expenses incurred in connection therewith, and to repurchase shares of its common stock from purchasers of the Notes in privately negotiated transactions effected with or through one or more of the initial purchasers of the Notes or their affiliates. The remaining proceeds will be used to pay the cost of capped call transactions to be entered into in connection with the offering of Notes and for general corporate purposes, which may include the repayment of outstanding borrowings under the Company's credit facility and other outstanding indebtedness. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits




(d)  Exhibits

 Exhibit
 Number                                      Description

  99.1(a)          News Release, dated May 11, 2020, titled "Pioneer Announces Cash
                 Tender Offer For Up to $500 Million Aggregate Principal Amount of
                 Certain of its Outstanding Debt Securities"

  99.2             News Release, dated May 11, 2020, titled "Pioneer Announces
                 Offering of Convertible Senior Notes Due 2025"

  104            Cover Page Interactive Data File (formatted as Inline XBRL and
                 contained in Exhibit 101).




(a) Furnished herewith.


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