[SCHEDULE 13G/A] Vista Energy, S.A.B. de C.V. Amended Passive Investment Disclosure
[SCHEDULE 13G/A] Vista Energy, S.A.B. de C.V. Amended Passive Investment Disclosure
Al Mehwar Commercial Investments LLC and its parent Abu Dhabi Investment Council Company P.J.S.C. report beneficial ownership of 2,892,409 Vista Energy American Depositary Shares, representing 2.8% of the class.
Al Mehwar Commercial Investments LLC and its parent Abu Dhabi Investment Council Company P.J.S.C. report beneficial ownership of 2,892,409 Vista Energy American Depositary Shares, representing 2.8% of the class. Both entities share voting and dispositive power over these ADS.
The 2.8% figure is based on 104,301,055 Series A shares outstanding as of February 2, 2026. The investors certify the holdings were not acquired and are not held to change or influence control of Vista Energy, but instead as a passive investment.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Vista Energy, S.A.B. de C.V.
(Name of Issuer)
American Depositary Shares, each representing one Series A Share, with no par value
(Title of Class of Securities)
92837L109
(CUSIP Number)
02/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92837L109
1
Names of Reporting Persons
Al Mehwar Commercial Investments LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,892,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,892,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,892,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
92837L109
1
Names of Reporting Persons
Abu Dhabi Investment Council Co P.J.S.C
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,892,409.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,892,409.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,892,409.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.8 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vista Energy, S.A.B. de C.V.
(b)
Address of issuer's principal executive offices:
TORRE MAPFRE, 243 PASEO DE LA REFORMA, AV, 18 FL, MEXICO CITY, CUAUHTEMOC, ALCALDIA CUAUHTEMOC, Mexico, 06500
Item 2.
(a)
Name of person filing:
This statement is filed by (i) Al Mehwar Commercial Investments LLC ("Al Mehwar") and (ii) Abu Dhabi Investment Council Company P.J.S.C. ("ADIC"). The foregoing are collectively referred to herein as the "Reporting Persons."
Al Mehwar holds the securities of the Issuer.
Al Mehwar is a wholly owned subsidiary of ADIC.
(b)
Address or principal business office or, if none, residence:
The address of principal office of each of Al Mehwar and ADIC is Al Bahr Towers, Sheikh Zayed Bin Sultan Street, (Intersection with Shakhbout Bin Sultan Street - 19th Street) PO BOX 61999, Abu Dhabi, United Arab Emirates.
(c)
Citizenship:
Please refer to Item 4 on each cover page for each Reporting Person.
(d)
Title of class of securities:
American Depositary Shares, each representing one Series A Share, with no par value
(e)
CUSIP No.:
92837L109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Al Mehwar 2,892,409
ADIC 2,892,409
ADIC disclaims beneficial ownership of all securities included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b)
Percent of class:
Al Mehwar 2.8%
ADIC 2.8%
The percentages are based on 104,301,055 shares of Series A Shares outstanding as of February 2, 2026, as reported in the Issuer's report on Form 6-K filed on February 2, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,892,409
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,892,409
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
