Vista Energy received an updated large‑shareholder disclosure from Al Mehwar Commercial Investments LLC and its parent, Abu Dhabi Investment Council Company P.J.S.C. The reporting persons state that Al Mehwar holds 13,270,363 American Depositary Shares, each representing one Series A share, which they report as 12.7% of Vista Energy’s Series A shares. This percentage is based on 104,256,410 Series A shares outstanding as of August 27, 2025, as cited from a prior company report.
Both entities report shared voting and shared dispositive power over these ADSs, with no sole voting or dispositive power. Abu Dhabi Investment Council disclaims beneficial ownership of the securities reported. The filers certify that the holdings were not acquired and are not held for the purpose of changing or influencing control of Vista Energy and are not part of any control‑seeking transaction.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
12/17/2025
(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
13,270,363.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,270,363.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,270,363.00
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)
12.7 %
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
13,270,363.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,270,363.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,270,363.00
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)
12.7 %
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 13,270,363
ADIC 13,270,363
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 12.7%
ADIC 12.7%
The percentages are based on 104,256,410 shares of Series A Shares outstanding as of August 27, 2025, as reported in the Issuer's report on Form 6-K filed on August 28, 2025.
(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:
13,270,363
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
13,270,363
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
What ownership stake in Vista Energy (VIST) is reported by Al Mehwar and ADIC?
Al Mehwar Commercial Investments LLC and Abu Dhabi Investment Council Company P.J.S.C report beneficial ownership of 13,270,363 Vista Energy American Depositary Shares, representing 12.7% of the outstanding Series A shares.
How many Vista Energy Series A shares were outstanding for this ownership calculation?
The reported 12.7% ownership is based on 104,256,410 Series A shares outstanding as of August 27, 2025, as referenced from Vista Energy’s Form 6‑K filed on August 28, 2025.
Who actually holds the Vista Energy ADSs reported in this Schedule 13G/A?
The filing states that Al Mehwar Commercial Investments LLC holds the Vista Energy securities. Al Mehwar is identified as a wholly owned subsidiary of Abu Dhabi Investment Council Company P.J.S.C.
Do the reporting persons have sole or shared voting power over Vista Energy shares?
For both reporting persons, sole voting power is 0 shares, and shared voting power is 13,270,363 shares. They also report 0 shares with sole dispositive power and 13,270,363 shares with shared dispositive power.
Does Abu Dhabi Investment Council claim beneficial ownership of Vista Energy (VIST) shares?
The filing states that Abu Dhabi Investment Council disclaims beneficial ownership of all securities included in the report and clarifies that filing the statement should not be seen as an admission of beneficial ownership.
Are the Vista Energy shares held with the intent to influence control of the company?
The certification explains that the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Vista Energy, and are not held in connection with any such transaction, other than certain nomination activities referenced under applicable rules.
