Vista Energy (NYSE: VIST) to acquire Equinor Vaca Muerta stakes in 2026

Rhea-AI Filing Summary

Vista Energy plans a major expansion in Argentina’s Vaca Muerta play by acquiring Equinor’s interests in two key blocks. Vista and its subsidiary agreed to buy a 25.1% non-operating working interest in the Bandurria Sur block and a 35.0% non-operating working interest in the Bajo del Toro block, plus related midstream capacity.

The consideration at closing is approximately US$712 million, split between about US$387 million in cash and 6,223,220 ADSs priced at US$52.2 each, subject to customary adjustments. Additional contingent payments over five years depend on production and Brent oil prices above US$65 per barrel, capped at US$15 per barrel. Funding combines cash and a new four-year credit facility of up to US$600 million. On a Q3-25 basis, the acquired interests contribute 21,869 boe/d of production, 54 MMboe of P1 reserves and, on a 9M-25 annualized basis, US$391 million of revenues and US$269 million of adjusted EBITDA at Vista’s adjusted stake.

Insights

Energy M&A and valuation analyst

Vista adds sizeable Vaca Muerta volumes and EBITDA with mix of debt and shares.

Vista Energy is using a blend of cash, equity and bank debt to acquire non-operating stakes in Bandurria Sur and Bajo del Toro. Consideration of about US$712 million at closing plus contingent payments secures producing barrels, reserves and midstream capacity in core Vaca Muerta oil windows.

Funding includes a four-year credit facility of up to US$600 million, which increases leverage but is backed by assets that generated annualized revenues of US$391 million and adjusted EBITDA of US$269 million for 9M-25 at Vista’s adjusted stake. The contingent structure, tied to Brent above US$65 per barrel with a US$15 per-barrel cap, aligns part of the price with commodity conditions.

On a 2025 basis, the transaction valuation multiples of EV/EBITDA at 3.0x and EV per flowing barrel of US$37.1 per boe/d compare favorably to Vista’s own implied levels in the table. Future disclosures in company filings may detail integration progress, reserve updates and how the additional debt and ADS issuance affect balance sheet metrics.

Form 6-K: How Foreign Companies Report to the SEC →

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 February 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

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 ☐

Vista announces a transaction to acquire Equinor’s assets in Vaca Muerta

Mexico City, February 2, 2026 – Vista Energy, S.A.B. de C.V. (“Vista”) (NYSE: VIST on the New York Stock Exchange; BMV: VISTA on the Mexican Stock Exchange) announced today that the Company and its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”) entered into a series of agreements to acquire a 25.1% non-operating working interest in the Bandurria Sur block and a 35.0% non-operating working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions (collectively, the “Transaction”):

i. Acquisition of 100% of the capital stock of Equinor Argentina S.A.U., holder of a 30% working interest in the Bandurria Sur block, from Equinor Argentina A.S.;

ii. Acquisition of a 50% working interest in the Bajo del Toro block from Equinor Argentina B.V. Sucursal Argentina (jointly with Equinor Argentina AS, the “Sellers”) (collectively (i) and (ii), the “Acquisitions”);

iii. Sale of 16.3% of the capital stock of Equinor Argentina S.A.U. to YPF S.A. (“YPF”), implying an indirect assignment of a 4.9% working interest of Bandurria Sur, implemented as a back-to-back transaction with a purchase price pro-rata relative to the assigned participating interest of the transaction described in (i); and

iv. Assignment of a 15.0% working interest of Bajo del Toro block to YPF, implemented as a back-to-back transaction with a purchase price pro-rata relative the assigned participating interest of the transaction described in (ii) (collectively (iii) and (iv), the “Assignments”).

Miguel Galuccio, Vista’s Chairman and CEO, commented: “This acquisition allows us to add two premium assets in Vaca Muerta, further strengthening our position in the basin. The blocks fit perfectly into Vista’s portfolio, adding both flowing barrels and a deep inventory of highly productive, ready-to-drill wells that will underpin our growth trajectory.”

The consideration payable at closing for the Acquisitions (net of the Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares (“ADSs”) at a price of US$52.2 per ADS ¹. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments.

¹  Price calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026.

Additionally, the Acquisitions (net of the Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest.

The Transaction will be funded through a combination of available cash and bank financing. Such financing consists of a credit agreement among Vista Argentina, as borrower, and Banco Santander, S.A., Citicorp North America, Inc. and Itaú Unibanco S.A., Nassau Branch, as lenders, for an aggregate principal amount of up to US$600 million. The final withdrawal amount will be determined at closing. This credit agreement has a term of four years.

The Acquisitions are subject to the following conditions precedent: (i) the waiver or non-exercise of the rights of first refusal (the “ROFRs”) granted to Shell Argentina S.A. (“Shell Argentina”) and YPF pursuant to the Joint Operating Agreement of Bandurria Sur and the Joint Operating Agreements of Bajo del Toro, as applicable, and (ii) the antitrust approval from Chilean authorities, required in connection with the export of crude oil to Chile committed by Vista Argentina and Equinor Argentina S.A.U. Upon the waiver or non-exercise of the ROFRs held by to YPF and Shell Argentina with respect to the Acquisitions, and the afore mentioned antitrust approval, the closing of the Acquisition and the Assignments shall be consummated simultaneously. As of the date of this announcement, YPF signed a waiver of its ROFR on Bandurria Sur, subject to Shell Argentina’s waiver or non-exercise of its ROFR, and on Bajo del Toro. Vista expects closing to occur during Q2-26.

Transaction highlights

• Highly accretive acquisition for the Company’s shareholders, as reflected by an EV / 2025 EBITDA of 5.2x for Vista vis-à-vis 3.0x for the Transaction, EV / flowing barrels of 70.4 $/Mboe/d for Vista vis-à-vis 37.1 $/Mboe/d for the Transaction, and EV/ P1 Reserves 2024 of 17.2 $/boe for Vista vis-à-vis 15.0 $/boe for the Transaction (refer to the “Transaction multiples” section for more detail);

• Material portfolio enhancement, as Vista will incorporate 27,733 high-quality net acres with an estimated remaining inventory of 106 wells in Bandurria Sur and 139 wells in Bajo del Toro, at Vista’s working interest, in the core of Vaca Muerta;

• Increased scale, as Vista will consolidate oil and gas production of 21,869 boe/d as of Q3-25, representing approximately 17% of its production during such period, and resulting in pro forma total production of 148,621 boe/d for Q3-25. Vista would also incorporate 54 MMboe of P1 reserves as of year-end 2024, compared to 519 MMboe of P1 reserves at year-end 2024 as reported by Vista (on a pro forma basis considering the acquisition of 50% of La Amarga Chica in April 2025), resulting in pro forma total P1 reserves of 573 MMboe as of year-end 2024;

• Cashflow-generating asset, combining material growth potential with flowing barrels, which supports Vista’s free-cashflow target for 2026-2028;

• Potential synergies in treatment capacity, midstream capacity and other oilfield services, building on the successful acquisition and joint venture with YPF in La Amarga Chica, as the acquired blocks are geographically located next to Vista’s blocks: Bandurria Sur is adjacent to La Amarga Chica, and Bajo del Toro is adjacent to Aguila Mora.

Transaction multiples ²

		Vista				Transaction
EV/EBITDA 2025, x			5.2				3.0
EV/Flowing barrels Q3-25, $/Mboe			70.4				37.1
EV/P1 Reserves 2024, $/boe			17.2				15.0

Bandurria Sur block

Bandurria Sur block (“BS”) is an unconventional hydrocarbons exploitation concession that spans across 56,464 acres in the black oil and volatile oil windows of Vaca Muerta and expires on July 15, 2050.

As of September 30, 2025, BS had 195 wells on production. In addition, as of December 31, 2024, the block had 181 million barrels of oil equivalent (“MMboe”) of P1 reserves according to the Argentine Secretariat of Energy (at 100% working interest). During Q3-25, BS produced 81,285 barrels of oil equivalent per day (“boe/d”) at 100% working interest, of which 67,634 bbl/d was oil, according to the Argentine Secretariat of Energy. Vista estimates BS could potentially hold 421 remaining new well locations to be drilled in its inventory (at 100% working interest).

Following the Transaction, YPF would hold 44.9% working interest in the block, Shell Argentina would hold 30.0% and Vista 25.1%. As per the concession’s joint operating agreement, Vista’s working interest in BS ensures veto rights with respect to budget approvals. The concession has no pending capital commitments.

Bajo del Toro block

Bajo del Toro block (“BdT”) spans across 38,744 acres in the black oil window of Vaca Muerta, of which 28,126 acres correspond to the Bajo del Toro Norte unconventional hydrocarbons exploitation concession that expires on November 16, 2056, and 10,618 acres correspond to the Bajo del Toro unconventional hydrocarbons exploration permit. Such permit expires on December 31, 2026, and can be converted to a 35-year unconventional exploitation concession, as per current legislation.

As of September 30, 2025, BdT had 22 wells on production. In addition, as of December 31, 2024, the block had 24 MMboe of P1 reserves according to the Argentine Secretariat of Energy (at 100% working interest). During Q3-25, BdT produced 4,191 boe/d at 100% working interest, of which 3,565 bbl/d was oil, according to the Argentine Secretariat of Energy. Vista estimates BdT could potentially hold 396 remaining new well locations to be drilled in its inventory (at 100% working interest), of which 338 wells correspond to the Bajo del Toro Norte concession and 58 wells correspond to the Bajo del Toro permit.

² Transaction’s EV calculated as the purchase price, discounted at 11.8%, assuming a Brent price of 68.2 $/bbl for the contingent payments, in line with Brent price average for 2025. Transaction EBITDA calculated as the sum of (i) Equinor Argentina S.A.U Adj. EBITDA at Vista’s adjusted stake (subtracting YPF’s minority interest), for the nine-month period ended September 30, 2025, on an annualized basis, and (ii) an estimated Adj. EBITDA for 2025 of US$15 million in Bajo del Toro, at Vista’s pro forma working interest. Transaction P1 Reserves are stated as of December 31, 2024, according to filing with the Argentine Secretariat of Energy. Transaction flowing barrels as of Q3-25, according to filing with the Argentine Secretariat of Energy.

Vista market capitalization as of January 30, 2026. Source: Bloomberg. Vista multiples calculated on a pro forma basis giving effect to the PEPASA acquisition as of January 1, 2024. Vista 2025 Adj. EBITDA calculated as the mid-point of the Company’s 2025 guidance, on a pro forma basis giving effect to the PEPASA acquisition as of January 1, 2024.

Following the Transaction, YPF would hold 65.0% working interest in the block, and Vista would hold the remaining 35.0%. As per the concession’s joint operating agreement, Vista’s working interest ensures veto rights with respect to budget approvals. The Bajo del Toro Norte concession and the Bajo del Toro permit have no pending capital commitments.

Midstream

Equinor Argentina S.A.U. holds midstream capacity in certain Vaca Muerta infrastructure projects, the main ones being: 8,497 bbl/d of open access capacity in Oldelval, 7,516 bbl/d of ship-or-pay capacity in Oldelval Duplicar and 5,503 bbl/d of capacity in Vaca Muerta Norte.

Transaction assets key stats (Q3-25) ³

		Consolidated, net				Bandurria Sur, Gross				Bandurria Sur, Net				Bajo del Toro, Gross				Bajo del Toro, Net
Surface area, acres			27,733				56,464				14,172				38,744				13,560
Total Production, boe/d			21,869				81,285				20,403				4,191				1,467
Oil production, bbl/d			18,224				67,634				16,976				3,565				1,248
P1 reserves, MMboe			54				181				45				24				9
Wells on production			57				195				49				22				8
Remaining well inventory			244				421				106				396				139

Transaction assets key financial metrics at Vista’s adjusted stake ⁴

		9M-25				Annualized 5
Total revenues, US$ million			292				391
Oil revenues, US$ million			283				378
Oil exports (% of oil production)			64	%			64	%
Lifting cost, $/boe			4.7				4.7
Selling expenses, $/boe			4.4				4.4
Adj. EBITDA, US$ million 6			201				269

³  Except P1 Reserves, which are stated as of December 31, 2024, according to filing with the Argentine Secretariat of Energy.

⁴  Oil exports as % of oil production and Adj. EBITDA include both Bandurria Sur (through Equinor Argentina S.A.U) and Bajo del Toro at Vista’s pro forma working interest. The rest of the key financial metrics are based on the Pro forma consolidated statement of profit or loss and other comprehensive income of Equinor Argentina S.A.U for the nine-month period ended September 30, 2025, that can be found in the appendix. Numbers shown below are calculated at Vista’s adjusted stake, subtracting YPF’s minority interest.

⁵  Calculated as the period from January 1, 2025, to September 30, 2025, multiplied by 365 and divided by 273.

⁶  Annualized Transaction Adj. EBITDA calculated as the sum of (i) US$190 million from Equinor Argentina S.A.U Adj. EBITDA at Vista’s adjusted stake (subtracting YPF’s minority interest), for the nine-month period ended September 30, 2025, on an annualized basis, and (ii) an estimated Adj. EBITDA for 2025 of US$15 million in Bajo del Toro, at Vista’s pro forma working interest.

Figure 1 – Location of Vista current and acquired assets

About Vista

Vista is an oil and gas company fully focused on the Vaca Muerta play located in the Neuquina Basin, Argentina. Founded in 2017, it is currently listed on the Bolsa Mexicana de Valores (Ticker: VISTA) and the New York Stock Exchange (Ticker: VIST). During the second half of 2025, Vista was the largest independent oil producer in Argentina and the largest oil exporter, according to the Argentine Secretariat of Energy. Vista constitutes a unique pure play public investment opportunity in Vaca Muerta.

Appendix

The following pro forma Transaction adjustments include all financial information of Equinor Argentina S.A.U. as of December 31, 2024, as well as for the nine-month period ended September 30, 2025. The Company does not include financial information of Bajo del Toro as it is considered immaterial for purposes of these pro forma consolidated financial statements.

Pro forma consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024 (US$ thousand):

		Year ended December 31, 2024				Pro forma adjustments Petronas Acquisition				Pro forma adjustments Transaction				Year ended December 31, 2024 Pro forma
Revenue from contracts with customers			1,647,768				908,940				367,429				2,924,137
Cost of sales:
Operating costs			(116,526	)			(56,441	)			(28,072	)			(201,039	)
Crude oil stock fluctuation			1,720				(5	)			7,565				9,280
Royalties and others			(243,950	)			(104,670	)			(44,653	)			(393,273	)
Depreciation, depletion and amortization			(437,699	)			(310,654	)			(137,343	)			(885,696	)
Other non-cash costs related to the transfer of conventional assets			(33,570	)			—				—				(33,570	)
Gross profit			817,743				437,170				164,926				1,419,839
Selling expenses			(140,334	)			(50,693	)			(24,709	)			(215,736	)
General and administrative expenses			(108,954	)			(28,906	)			(1,232	)			(139,092	)
Exploration expenses			(138	)			—				—				(138	)
Other operating income			54,127				492,998				—				547,125
Other operating expenses			(1,261	)			—				—				(1,261	)
Reversal of impairment of long-lived assets			4,207				—				—				4,207
Operating profit			625,390				850,569				138,985				1,614,944
Interest income			4,535				—				7,139				11,674
Interest expense			(62,499	)			(25,217	)			(50,634	)			(138,350	)
Other financial income (expense)			23,401				(58,551	)			(12,100	)			(47,250	)
Financial income (expense), net			(34,563	)			(83,768	)			(55,595	)			(173,926	)
Profit before income tax			590,827				766,801				83,390				1,441,018
Current income tax (expense)			(426,288	)			(130,490	)			(8,076	)			(564,854	)
Deferred income tax benefit			312,982				240,421				(21,111	)			532,292
Income tax (expense)			(113,306	)			109,931				(29,187	)			(32,562	)
Profit for the year, net (1)			477,521				876,732				54,203				1,408,456
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent years
- (Loss) from actuarial remediation related to employee benefits			(10,200	)			—				—				(10,200	)
- Deferred income tax benefit			3,570				—				—				3,570
Other comprehensive income for the year			(6,630	)			—				—				(6,630	)
Total comprehensive profit for the year (1)			470,891				876,732				54,203				1,401,826

		Year ended December 31, 2024				Pro forma adjustments Petronas Acquisition				Pro forma adjustments Transaction				Year ended December 31, 2024 Pro forma
Profit for the year, net attributable to:
Owners of the Company			477,521				876,732				40,473				1,394,726
Non-controlling interests (2)			—				—				13,730				13,730
			477,521				876,732				54,203				1,408,456
Total comprehensive profit for the year attributable to:
Owners of the Company			470,891				876,732				40,473				1,388,096
Non-controlling interests (2)			—				—				13,730				13,730
			470,891				876,732				54,203				1,401,826

⁽¹⁾ The pro forma adjustments for the Transaction include: (i) (46,200) of interest expenses, offset by (ii) 16,170 of deferred income tax; both related to an increase in financial debt to finance the Transaction.

⁽²⁾ For the year ended December 31, 2024, it includes: (i) 22,655 of operating profit (of which 22,387 corresponds to depreciation, depletion and amortization expense); (ii) (1,531) of other financial income (expense); and (iii) (7,394) of income tax expense.

Pro forma Adjusted EBITDA Reconciliation for the year ended December 31, 2024 (US$ thousand):

		Year ended December 31, 2024				Pro forma adjustments Petronas Acquisition				Pro forma adjustments Transaction				Year ended December 31, 2024 Pro forma
Operating profit			625,390				850,569				138,985				1,614,944
Depreciation, depletion and amortization			437,699				310,654				137,343				885,696
Other non-cash costs related to the transfer of conventional assets			33,570				—				—				33,570
Reversal of impairment of long-lived assets			(4,207	)			—				—				(4,207	)
Gain from Business Combination			—				(490,530	)			—				(490,530	)
Adjusted EBITDA			1,092,452				670,693				276,328				2,039,473
Non-controlling interests			—				—				(45,042	)			(45,042	)
Adjusted EBITDA attributable to owners of the Company			1,092,452				670,693				231,286				1,994,431

Pro forma consolidated statement of profit or loss and other comprehensive income for the nine-month period ended September 30, 2025 (US$ thousand):

		Period from January 1, through September 30, 2025				Pro forma adjustments Petronas Acquisition (1)				Pro forma adjustments Transaction				Period from January 1, through September 30, 2025 Pro forma
Revenue from contracts with customers			1,755,133				216,235				349,034				2,320,402
Cost of sales:
Operating costs			(136,140	)			(17,360	)			(27,771	)			(181,271	)
Crude oil stock fluctuation			4,241				(112	)			(4,173	)			(44	)
Royalties and others			(251,068	)			(22,716	)			(38,929	)			(312,713	)
Depreciation, depletion and amortization			(513,808	)			(81,959	)			(102,020	)			(697,787	)
Other non-cash costs related to the transfer of conventional assets			(24,018	)			—				—				(24,018	)
Gross profit			834,340				94,088				176,141				1,104,569
Selling expenses			(136,289	)			(12,572	)			(26,216	)			(175,077	)
General and administrative expenses			(95,090	)			(7,201	)			(14,470	)			(116,761	)
Exploration expenses			(488	)			—				—				(488	)
Other operating income			504,284				(609	)			—				503,675
Other operating expenses			(30,434	)			—				(10,196	)			(40,630	)
Impairment of long-lived assets			(38,252	)			—				—				(38,252	)
Operating profit			1,038,071				73,706				125,259				1,237,036
Income (loss) from investments in associates			(3,746	)			—				—				(3,746	)
Interest income			8,933				—				17,632				26,565
Interest expense			(113,260	)			(12,147	)			(36,815	)			(162,222	)
Other financial income (expense)			(63,721	)			34,752				(15,189	)			(44,158	)
Financial income (expense), net			(168,048	)			22,605				(34,372	)			(179,815	)
Profit before income tax			866,277				96,311				90,887				1,053,475
Current income tax (expense)			(149,727	)			(25,755	)			(54,551	)			(230,033	)
Deferred income tax benefit			(83,182	)			—				22,739				(60,443	)
Income tax (expense)			(232,909	)			(25,755	)			(31,812	)			(290,476	)
Profit for the period, net (2)			633,368				70,556				59,075				762,999
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent years
- (Loss) from actuarial remediation related to employee benefits			(1,901	)			—				—				(1,901	)
- Deferred income tax benefit			665				—				—				665
Other comprehensive income for the period			(1,236	)			—				—				(1,236	)
Total comprehensive profit for the period (2)			632,132				70,556				59,075				761,763

		Period from January 1, through September 30, 2025				Pro forma adjustments Petronas Acquisition (1)				Pro forma adjustments Transaction				Period from January 1, through September 30, 2025 Pro forma
Profit for the period, net attributable to:
Owners of the Company			633,368				70,556				45,775				749,699
Non-controlling interests (3)			—				—				13,300				13,300
			633,368				70,556				59,075				762,999
Total comprehensive profit for the period attributable to:
Owners of the Company			632,132				70,556				45,775				748,463
Non-controlling interests (3)			—				—				13,300				13,300
			632,132				70,556				59,075				761,763

⁽¹⁾ For the three-month period ended March 31, 2025.

⁽²⁾ The Pro Forma Adjustments for Transaction include: (i) (34,650) of interest expenses, offset by (ii) 12,128 of deferred income tax; both related to an increase in financial debt to finance the Transaction.

⁽³⁾ For the nine-month period ended September 30, 2025, it includes: (i) 20,417 of operating profit (of which 16,629 corresponds to depreciation, depletion and amortization expense); (ii) 45 of other financial income (expense); and (iii) (7,162) of income tax expense.

Pro forma Adjusted EBITDA Reconciliation for the nine-month period ended September 30, 2025 (US$ thousand):

		Period from January 1, through September 30, 2025				Pro forma adjustments Petronas Acquisition				Pro forma adjustments Transaction				Period from January 1, through September 30, 2025 Pro forma
Operating profit			1,038,071				73,706				125,259				1,237,036
Depreciation, depletion and amortization			513,808				81,959				102,020				697,787
Other non-cash costs related to the transfer of conventional assets			24,018				—				—				24,018
Impairment of long-lived assets			38,252				—				—				38,252
Gain from Business Combination			(490,530	)			—				—				(490,530	)
Restructuring expenses			28,721				—				—				28,721
Adjusted EBITDA			1,152,340				155,665				227,279				1,535,284
Non-controlling interests			—				—				(37,046	)			(37,046	)
Adjusted EBITDA attributable to owners of the Company			1,152,340				155,665				190,233				1,498,238

Pro forma consolidated statement of financial position as of December 31, 2024 (US$ thousand):

		As of December 31, 2024				Pro forma adjustments Petronas Acquisition				Pro forma adjustments Transaction				As of December 31, 2024 Pro forma
Assets
Noncurrent assets
Property, plant and equipment			2,805,983				1,970,299				887,554				5,663,836
Goodwill			22,576				—				—				22,576
Other intangible assets			15,443				—				—				15,443
Right-of-use assets			105,333				499				—				105,832
Biological assets			10,027				—				—				10,027
Investments in associates			11,906				—				—				11,906
Trade and other receivables			205,268				134,577				33,713				373,558
Deferred income tax assets			3,565				—				—				3,565
Total noncurrent assets			3,180,101				2,105,375				921,267				6,206,743
Current assets
Inventories			6,469				1,563				11,916				19,948
Trade and other receivables			281,495				195,320				117,095				593,910
Cash, bank balances and other short-term investments			764,307				(571,612	)			228,487				421,182
Total current assets			1,052,271				(374,729	)			357,498				1,035,040
Total assets			4,232,372				1,730,646				1,278,765				7,241,783
Equity and liabilities
Equity
Capital stock			398,064				299,687				325,000				1,022,751
Other equity instruments			32,144				—				—				32,144
Legal reserve			8,233				—				—				8,233
Share-based payments			45,628				—				—				45,628
Share repurchase reserve			129,324				—				—				129,324
Other accumulated comprehensive income (losses)			(11,057	)			—				—				(11,057	)
Accumulated profit (losses)			1,018,877				490,530				—				1,509,407
Equity attributable to owners of the Company			1,621,213				790,217				325,000				2,736,430
Non-controlling interests			—				—				132,639				132,639
Total equity			1,621,213				790,217				457,639				2,869,069
Liabilities
Noncurrent liabilities
Deferred income tax liabilities			64,398				151,691				13,072				229,161
Lease liabilities			37,638				—				—				37,638
Provisions			33,058				11,445				21,709				66,212
Borrowings			1,402,343				300,000				600,000				2,302,343
Employee benefits			15,968				—				—				15,968
Trade and other payables			—				207,067				152,901				359,968
Total noncurrent liabilities			1,553,405				670,203				787,682				3,011,290
Current liabilities
Provisions			3,910				12,051				—				15,961
Lease liabilities			58,022				594				—				58,616
Borrowings			46,224				(4,890	)			—				41,334
Salaries and payroll taxes			32,656				970				—				33,626
Income tax liability			382,041				99,023				28,293				509,357
Other taxes and royalties			47,715				14,212				—				61,927
Trade and other payables			487,186				148,266				5,151				640,603
Total current liabilities			1,057,754				270,226				33,444				1,361,424
Total liabilities			2,611,159				940,429				821,126				4,372,714
Total equity and liabilities			4,232,372				1,730,646				1,278,765				7,241,783

Forward Looking Statements

Any statements contained herein or in the attachments hereto regarding Vista 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. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. 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 the Company’s website: www.vistaenergy.com.

Enquiries:

Investor Relations:

ir@vistaenergy.com

Argentina: +54 11 3754 8500

Mexico: +52 55 1555 7104

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: February 2, 2026

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

FAQ

What assets is Vista Energy (VIST) acquiring from Equinor in Vaca Muerta?

Vista is acquiring a 25.1% non-operating working interest in the Bandurria Sur block and a 35.0% non-operating working interest in the Bajo del Toro block, plus related Vaca Muerta midstream capacity, including Oldelval and Vaca Muerta Norte transportation rights.

How much will Vista Energy pay for the Equinor Vaca Muerta assets?

Vista plans to pay approximately US$712 million at closing, subject to customary adjustments. This includes about US$387 million in cash and 6,223,220 American Depositary Shares priced at US$52.2 per ADS, plus potential additional contingent payments linked to production and Brent oil prices.

How is Vista Energy financing the acquisition of Equinor’s Vaca Muerta interests?

Vista will fund the transaction with available cash and bank financing. The bank financing is a four-year credit agreement for up to US$600 million between Vista Energy Argentina as borrower and a syndicate including Banco Santander, Citicorp North America and Itaú Unibanco’s Nassau branch.

What production and reserves will Vista gain from the Equinor assets?

At Q3-25, the acquired stakes contributed 21,869 barrels of oil equivalent per day of total production and 18,224 barrels per day of oil. As of December 31, 2024, they held 54 million barrels of oil equivalent of P1 reserves at Vista’s consolidated net level.

What are the key financial metrics of the acquired assets for Vista Energy?

At Vista’s adjusted stake, the assets generated US$292 million of revenues and US$201 million of adjusted EBITDA in the first nine months of 2025. On an annualized basis, this equates to US$391 million of revenues and US$269 million of adjusted EBITDA, with low lifting and selling costs per barrel.

When does Vista Energy expect to close the Equinor Vaca Muerta transaction?

Vista expects closing to occur during Q2-26. Completion depends on waivers or non-exercise of rights of first refusal by YPF and Shell Argentina, where applicable, and on required antitrust approval from Chilean authorities for associated crude oil export commitments.

What conditions and governance rights does Vista receive in the Bandurria Sur and Bajo del Toro blocks?

After the transaction, Vista’s 25.1% in Bandurria Sur and 35.0% in Bajo del Toro come with veto rights on budget approvals under the joint operating agreements. The concessions show no pending capital commitments, and YPF remains operator with majority working interests in both blocks.