Vista Energy unit prices $400M 7.875% 2038 notes

Vista Energy’s main subsidiary adds US$400 million to its 7.875% 2038 senior notes, raising the total outstanding in that series to US$900 million.

Rhea-AI Filing Summary

Vista Energy, S.A.B. de C.V. (VIST) reports that its main subsidiary, Vista Energy Argentina S.A.U., has priced an additional U.S.$400,000,000 of 7.875% senior notes due 2038 at 99.473% of face value, implying a yield to average life of 7.950%. The notes are expected to close on October 9, 2026 and will form a single series with Vista Energy Argentina’s existing U.S.$500,000,000 7.875% senior notes due 2038, bringing total 2038 notes outstanding to U.S.$900,000,000.

The 2038 notes are governed by New York law, were offered to qualified institutional buyers under Rule 144A and to investors outside the United States under Regulation S, and are issued under Vista Energy Argentina’s U.S.$4,000,000,000 global simple non-convertible debt program. Principal will be repaid in three annual installments: 33% on April 8, 2036, 33% on April 8, 2037 and 34% on April 8, 2038.

Filing Explained

Pricing is complete, but the 400 million U.S.-dollar non-convertible debt offering remains subject to its expected October 9, 2026 closing.

As a Form 6-K, this interim report says Vista Argentina has completed pricing of U.S.$400 million of additional non-convertible senior notes, but the offering has not yet closed; if it closes, the subsidiary’s 2038 notes will total U.S.$900 million, adding debt rather than new equity shares.

Because the securities are expressly non-convertible, the filing does not establish an increase in Vista’s share count or a dilution mechanism for existing common holders; its structural effect is additional subsidiary-level debt subject to the disclosed repayment terms.

Key Figures

Additional notes issued: U.S.$400,000,000 principal amount Coupon rate: 7.875% Issue price: 99.473% of principal +5 more

8 metrics

Additional notes issued U.S.$400,000,000 principal amount New 7.875% senior notes due 2038 priced by Vista Energy Argentina

Coupon rate 7.875% Interest rate on Vista Energy Argentina’s 2038 senior notes

Issue price 99.473% of principal Pricing of the new 2038 senior notes

Yield to average life 7.950% Implied yield on the new 2038 senior notes

Existing 2038 notes before issue U.S.$500,000,000 principal amount Previously outstanding Vista Energy Argentina 7.875% notes due 2038

Total 2038 notes after closing U.S.$900,000,000 principal amount Aggregate Vista Energy Argentina 7.875% notes due 2038 upon closing

Global debt program size U.S.$4,000,000,000 Vista Energy Argentina’s global program for simple non-convertible debt securities

Principal amortization schedule 33%, 33%, 34% Annual principal payments on April 8, 2036, 2037 and 2038 respectively

Key Terms

Rule 144A, Regulation S, senior notes, qualified institutional buyers, +2 more

6 terms

Rule 144A regulatory

"conducted in the United States and other foreign jurisdictions pursuant to Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

senior notes financial

"U.S.$400,000,000 in aggregate principal amount of 7.875% senior notes due 2038"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

qualified institutional buyers regulatory

"offered and sold to qualified institutional buyers pursuant to Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

PRIIPs Regulation regulatory

"no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”)"

The PRIIPs regulation is a set of rules designed to help individual investors understand the risks and potential rewards of complex financial products, such as investment funds and insurance-based investments. It requires providers to present clear, standardized information—similar to a nutrition label—so investors can compare options easily and make informed decisions. This regulation aims to increase transparency and protect consumers in the financial market.

forward-looking statements regulatory

"Any statements contained herein regarding the Company or any of its subsidiaries that are not historical or current facts are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt issuance did Vista Energy (VIST) announce in this 6-K?

Vista Energy’s main subsidiary, Vista Energy Argentina S.A.U., priced U.S.$400,000,000 in additional 7.875% senior notes due 2038, to be issued as part of the existing 2038 notes series governed by New York law.

What is the coupon, price and yield on Vista Energy Argentina’s new notes?

The new senior notes carry a 7.875% coupon, were priced at 99.473% of principal amount and correspond to a yield to average life of 7.950%, according to Vista Energy.

How much 2038 debt will Vista Energy Argentina have outstanding after this deal?

Upon closing of the offering, Vista Energy Argentina’s 7.875% senior notes due 2038 will total an aggregate principal amount of U.S.$900,000,000, combining the new U.S.$400,000,000 issuance with the existing U.S.$500,000,000.

When will principal on Vista Energy Argentina’s 2038 notes be repaid?

Principal on the 2038 notes will be repaid in three annual installments: 33% on April 8, 2036, 33% on April 8, 2037, and the remaining 34% on April 8, 2038, as disclosed by Vista Energy.

How and where are Vista Energy Argentina’s new notes being offered?

The notes are offered to qualified institutional buyers in the United States under Rule 144A and to investors outside the United States under Regulation S, under Vista Energy Argentina’s U.S.$4,000,000,000 global non-convertible debt program.

When is the expected closing date of Vista Energy Argentina’s new note offering?

The offering of Vista Energy Argentina’s additional 7.875% senior notes due 2038 is expected to close on October 9, 2026, subject to customary conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 05:01 PM Accepted by SEC EDGAR 09/22/2026 - 05:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File No. 001-39000

Vista Energy, S.A.B. de C.V.

(Exact Name of the Registrant as Specified in the Charter)

N.A.

(Translation of Registrant’s Name into English)

Torre Mapfre,

243 Paseo de la Reforma Avenue, 18^th Floor

Colonia Cuauhtémoc, Alcaldía Cuauhtémoc

06500, Mexico City

Mexico

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Issuance of notes under New York law by Vista Energy Argentina S.A.U., the Company’s main subsidiary

Mexico City, México, September 22, 2026 - Vista Energy, S.A.B. de C.V. (the “Company” or “Vista”) (BMV: VISTA, NYSE: VIST) announces to investors that it has completed the pricing of U.S.$400,000,000 in aggregate principal amount of 7.875% senior notes due 2038 (the “Notes”) of Vista Energy Argentina S.A.U. (“Vista Argentina”), the Company’s main subsidiary, at an issue price of 99.473%, equivalent to a yield to average life of 7.950%. The offering is expected to close on October 9, 2026.

The Notes are being issued as additional notes of Vista Argentina’s previously issued U.S.$500,000,000 7.875% senior notes due 2038 (the “Initial Notes” and, together with the Notes, the “2038 Notes”). The Notes will have the same terms in all respects as the Initial Notes (except with respect to the date of issuance, initial issuance price and first interest payment date), will be treated as part of the same series of securities as the Initial Notes under the indenture governing the 2038 Notes and will be fully fungible and vote as one class with the Initial Notes (except that the Notes issued pursuant to Regulation S under the Securities Act of 1933, as amended, will trade separately under different CUSIP and ISIN numbers until 40 days after the issue date of the Notes). The 2038 Notes are governed by New York law. Upon closing of this offering, the aggregate principal amount outstanding of Vista Argentina’s 2038 Notes will be U.S.$900,000,000.

The offering was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A (“Rule 144A”) and Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (“Securities Act”), under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. Principal payments will be made in three consecutive annual installments (33% on April 8, 2036, 33% on April 8, 2037 and 34% on April 8, 2038).

This announcement is not an offer to sell or the solicitation of an offer to buy any securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

THIS ANNOUNCEMENT RELATES TO AN OFFERING OF SECURITIES THAT HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, ANY U.S. STATE SECURITIES LAWS OR THE LAWS OF ANY JURISDICTION AND WILL BE OFFERED AND SOLD TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A, AND IN COMPLIANCE WITH REGULATION S OUTSIDE THE UNITED STATES (EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT). THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS INFORMATION IS FOR YOUR INTERNAL USE AND MAY NOT BE FORWARDED OR REDISTRIBUTED TO ANY OTHER PERSONS.

This announcement has been prepared on the basis that any offer of securities in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) from the requirement to publish a prospectus for offers of securities.

Any Notes to which this announcement relates are not intended to be offered, sold, or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where the customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore the offering or selling of the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

In the United Kingdom, the information in this announcement is directed only at (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (c) other persons to whom it may otherwise lawfully be communicated (all such persons together referred to as “relevant persons”). Any investment or investment activity to which this announcement relates is available only in the United Kingdom to relevant persons and will be engaged in only with such persons.

Any Notes to which this announcement relates are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

THE PUBLIC OFFERING IN ARGENTINA OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IS INCLUDED IN THE AUTHORIZATION THAT THE ARGENTINE NATIONAL SECURITIES COMMISSION (CNV) GRANTED TO VISTA ENERGY ARGENTINA S.A.U. TO ISSUE NOTES PURSUANT TO ITS U.S.$4,000,000,000 GLOBAL PROGRAM FOR THE ISSUANCE OF SIMPLE NON-CONVERTIBLE DEBT SECURITIES (OBLIGACIONES NEGOCIABLES SIMPLES NO CONVERTIBLES EN ACCIONES) APPROVED BY THE CNV. THIS ANNOUNCEMENT HAS NOT BEEN PREVIOUSLY REVIEWED OR APPROVED BY THE CNV.

Forward-Looking Statements

Any statements contained herein regarding the Company or any of its subsidiaries that are not historical or current facts are forward-looking statements. These forward-looking statements convey Vista’s current expectations or forecasts of future events. Vista undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated events. Forward-looking statements regarding Vista involve known and unknown risks, uncertainties and other factors that may cause Vista’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and other applicable sections of Vista’s annual report filed with the SEC on Form 20-F and other applicable filings with the SEC and Vista’s latest annual report available on the Mexican Stock Exchange’s (Bolsa Mexicana de Valores, S.A.B. de C.V.) website: www.bmv.com.mx, the Mexican National Banking and Securities Commission’s (Comisión Nacional Bancaria y de Valores) website: www.gob.mx/cnbv and our website: www.vistaenergy.com

Enquiries:

Investor Relations:

ir@vistaenergy.com

Mexico: + 52 55 1555 7104

Argentina: +54 11 3754 8500

SIGNATURE

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, thereunto duly authorized.

Date: September 22, 2026

VISTA ENERGY, S.A.B. DE C.V.
By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Strategic Planning and Investor Relations Officer