Vista Energy (NYSE: VIST) prices $500M 7.875% 2038 senior notes

Rhea-AI Filing Summary

Vista Energy reported that its main subsidiary, Vista Energy Argentina S.A.U., has priced U.S.$500,000,000 of 7.875% senior notes due 2038 governed by New York law. The offering, conducted under Rule 144A and Regulation S, is expected to close on April 8, 2026.

The notes will have an average weighted life of eleven years, with principal repaid in installments on the tenth, eleventh and twelfth anniversaries of issuance. The transaction is made under Vista Argentina’s U.S.$4,000,000,000 global simple non-convertible debt securities program authorized by the Argentine securities regulator.

Insights

Credit and capital structure analyst

Vista raises U.S.$500M in long-dated 7.875% senior notes via its main subsidiary.

Vista Energy Argentina S.A.U. is issuing U.S.$500,000,000 of 7.875% senior notes due 2038 under New York law. The notes are issued under a larger U.S.$4,000,000,000 global simple non-convertible debt securities program approved by the Argentine regulator.

The notes are offered to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, meaning they are not registered under the U.S. Securities Act. Principal amortizes on the 10th, 11th and 12th anniversaries, giving an average weighted life of eleven years and creating a long-term funding source at a fixed coupon.

Access to international capital markets through this structure can support Vista’s long-term investment plans, but the filing does not detail specific use of proceeds, collateral, or covenants, which would influence how this debt affects overall credit risk and flexibility.

Key Figures

Senior notes issuance: U.S.$500,000,000 Coupon rate: 7.875% Maturity year: 2038 +3 more

6 metrics

Senior notes issuance U.S.$500,000,000 Aggregate principal amount of 7.875% senior notes due 2038

Coupon rate 7.875% Interest rate on new senior notes due 2038

Maturity year 2038 Final maturity of Vista Energy Argentina S.A.U. senior notes

Average weighted life 11 years Average life of the new senior notes

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

Expected closing date April 8, 2026 Planned closing for the senior notes offering

Key Terms

7.875% senior notes due 2038, Rule 144A, Regulation S, simple non-convertible debt securities, +2 more

6 terms

7.875% senior notes due 2038 financial

"completed the pricing of U.S.$500,000,000 in aggregate principal amount of 7.875% senior notes due 2038"

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

"pursuant to Rule 144A (“Rule 144A”) and Regulation S (“Regulation S”) under the U.S. Securities Act"

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.

simple non-convertible debt securities financial

"global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones)"

qualified institutional buyers financial

"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.

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

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FAQ

What type of debt did Vista Energy (VIST) recently price?

Vista Energy’s main subsidiary priced U.S.$500,000,000 of 7.875% senior notes due 2038. These fixed-rate notes are governed by New York law and represent long-term funding with principal amortizing in installments late in the life of the bonds.

Who is issuing the new Vista Energy (VIST) 7.875% senior notes?

The notes will be issued by Vista Energy Argentina S.A.U., Vista Energy’s main subsidiary. This entity operates under a U.S.$4,000,000,000 global program for simple non-convertible debt securities authorized by the Argentine securities regulator.

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

The offering is being conducted in the United States and other foreign jurisdictions under Rule 144A and Regulation S. The securities are not registered under the U.S. Securities Act and are offered only to qualified institutional buyers and eligible non‑U.S. investors.

What is the maturity and repayment profile of Vista Energy’s new notes?

The senior notes are due in 2038 and have an average weighted life of eleven years. Principal will be repaid in installments on the tenth, eleventh and twelfth anniversaries of the issuance, concentrating amortization toward the end of the term.

Is Vista Energy’s U.S.$500M note issue part of a larger program?

Yes. The U.S.$500,000,000 issuance forms part of Vista Energy Argentina S.A.U.’s U.S.$4,000,000,000 global program for simple non-convertible debt securities, which was approved by Argentina’s National Securities Commission (CNV) for public offerings in Argentina.

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 April 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, April 1, 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.$500,000,000 in aggregate principal amount of 7.875% senior notes due 2038 (the “Notes”), which will be governed by New York law. The Notes will be issued by Vista Energy Argentina S.A.U. (“Vista Argentina”), the Company’s main subsidiary. The offering is expected to close on April 8, 2026.

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. The Notes will have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of the issuance.

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 2016/97/EU, 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. 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 (i) 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”); (ii) high net worth entities falling within Article 49 of the Order; and (iii) other persons to whom it may otherwise lawfully be communicated under the Order (all such persons together referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity to which this announcement relates is reserved for relevant persons only and may only be engaged in by 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, or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of the EUWA; nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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: April 1, 2026

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