[6-K] Vista Energy, S.A.B. de C.V. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Vista Energy provides an update on its planned acquisition of Equinor’s assets in Argentina’s Vaca Muerta formation. Shell Argentina has waived its right of first refusal over a 30% working interest in the Bandurria Sur block, removing a key condition to closing the deal.

The transaction covers a 25.1% working interest in Bandurria Sur and a 35% interest in the Bajo del Toro block, acquired jointly by Vista and Vista Energy Argentina. Completion still depends on antitrust approval from Chile’s Fiscalía Nacional Económica related to crude exports to Chile. Vista and Equinor submitted the required documents on February 11, 2026, and Vista expects closing during Q2 2026, while warning that completion is not assured.

Insights

Latin America energy M&A analyst

Key closing condition cleared, but antitrust approval in Chile still pending.

Vista Energy reports that Shell Argentina has waived its right of first refusal on a 30% working interest in Bandurria Sur. This removes an important contractual hurdle tied to Vista’s acquisition of a 25.1% stake in Bandurria Sur and 35% in Bajo del Toro from Equinor.

The remaining condition is antitrust clearance in Chile, linked to crude oil exports to that market. Vista and Equinor filed with Chile’s Fiscalía Nacional Económica on February 11, 2026. Vista guides to a Q2 2026 closing, but explicitly notes there is no assurance the transaction will be consummated.

If completed on the indicated timeframe, the deal would expand Vista’s interests in Vaca Muerta, a key Argentine shale basin. Actual financial impact will depend on final terms and subsequent development and export dynamics, which are not detailed in this update.

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 ☐

Update related to the acquisition of Equinor’s assets in Vaca Muerta

Mexico City, February 19, 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, further to its press release dated February 2, 2026, it has received notification that the right of first refusal (“ROFR”) held by Shell Argentina S.A. (“Shell Argentina”) with respect to the 30% working interest in the Bandurria Sur block has been waived and will therefore not be exercised by said company.

Such waiver was one of the conditions precedent to close the Transaction described in the February 2, 2026, press release, whereby Vista and Vista Energy Argentina S.A.U (“Vista Argentina”) have jointly acquired a 25.1% working interest in the Bandurria Sur block and a 35% interest in Bajo del Toro block.

As a result, the Transaction remains subject to 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. Vista has already filed, jointly with Equinor, the relevant documents with the Fiscalía Nacional Económica (Chilean Antitrust authorities) on February 11, 2026, and expects the Transaction to close during Q2-2026.

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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

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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 19, 2026

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

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