6-K
Vista Energy, S.A.B. de C.V. (VIST)
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 December 2025
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 ofRegistrant’s Name into English)
Torre Mapfre,
243 Paseo de la Reforma Avenue, 18^th^ Floor
Cuauhtémoc, Alcaldía Cuauhtémoc
06500, Mexico City
Mexico
(Address ofPrincipal 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 ☐

Contents of this Form 6-K
This Form 6-K for Vista Energy, S.A.B. de C.V. (“Vista” or the “Company”) contains the following exhibit:
Forward-Looking Statements
Any statements contained herein or in the attachments hereto regarding Vista 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. 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 United States Securities and Exchange Commission (“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 (Comisión Nacional Bancaria y de Valores) website: www.gob.mx/cnbv and our website: www.vistaenergy.com.
Enquiries:
Investor Relations:
ir@vistaenergy.com
Argentina: +54 11 3754 8500
Mexico: +52 55 8647 0128
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: December 16, 2025
| VISTA ENERGY, S.A.B. DE C.V. | |
|---|---|
| By: | /s/ Alejandro Cherñacov |
| Name: | Alejandro Cherñacov |
| Title: | Strategic Planning and Investor Relations Officer |
EX-1
Exhibit 1

CALL FOR AN ORDINARY GENERAL SHAREHOLDER’S MEETING
VISTA ENERGY, S.A.B. DE C.V.
As provided by Articles 47 and 55 Bis of the Securities Market Law (Ley de Mercado de Valores; “LMV”) and by article 183 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles;“LGSM”) and by articles Eleven, Eighteen, and Twenty of the current by-laws of Vista Energy, S.A.B. de C.V. (the “Company”), the shareholders of the Company (the “Shareholders”) are hereby called to an ORDINARY GENERAL SHAREHOLDER’S MEETING, to be held at 11:00 AM (Mexico City time) on January 27, 2026, in Mexico City, United Mexican States (“Mexico”), corporate domicile of the Company, in the meeting room located at Torre Virreyes, Pedregal No. 24, 24^th^ Floor, Colonia Molino del Rey, Zip Code 11040, Miguel Hidalgo (the “Ordinary General Meeting”), in order to discuss the following:
AGENDA OF THE ORDINARY GENERAL MEETING
| I. | Proposal, discussion, and, if applicable, approval for (a) the Company to carry out, directly or<br>indirectly, one or more acquisitions of exploration and/or exploitation rights, interests in concessions, licenses, and agreements for the development of unconventional hydrocarbon reserves and resources and/or any other assets related to the<br>development of unconventional hydrocarbon reserves and resources located in basins where the Company operates, including the acquisition and/or participation in entities holding such assets (any of these, a “Potential<br>Acquisition”), which total amount represents more than 20% of the value of the Company’s consolidated assets (based on figures as of the end of the last quarter reported at the time of executing the first of such Possible<br>Acquisitions or of executing the Potential Acquisition, if only one is executed), with the understanding that if the Potential Acquisition (or Potential Acquisitions, as a whole) represents an equal or lower percentage, it (or they) will not<br>be subject to the present approval; and further understanding that the total amount of the Potential Acquisition or Potential Acquisitions may not exceed, in the aggregate and within a period of 12 months from the date of the Ordinary General<br>Meeting, 50% of the value of the consolidated assets of the Company (based on figures as of the end of the last quarter reported at the time of executing the first of such Potential Acquisition or of executing the Potential Acquisition, if only one<br>is executed); and (b) the delegation to the Company’s Board of Directors of the authority to determine all final terms, conditions and characteristics to which the Potential Acquisition(s) shall be subject; provided that such approval<br>will revoke and replace, for all legal purposes, the authorization granted, with respect to the same matters, by the ordinary general shareholders’ meeting dated March 3, 2025 (the “2025 Shareholders’ Meeting”),<br>without such circumstance affecting the validity of any acts that have been performed, are pending execution, or whose execution continues, under the authorizations granted by the 2025 Shareholders’ Meeting. Resolutions in this regard.<br> |
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| II. | Proposal, discussion, and, if applicable, approval for the Company, and/or any of its direct and<br>indirect subsidiaries, regardless of their place of incorporation to incur any type of financing debt to pay in full or in part for the Potential Acquisition or Potential Acquisitions; provided that such approval will revoke and replace, for all<br>legal purposes, the authorization granted, with respect to the same matters, by the 2025 Shareholders’ Meeting, without such circumstance affecting the validity of any acts that have been performed, are pending execution, or whose execution<br>continues, under the authorizations granted by the 2025 Shareholders’ Meeting; resolutions in this regard. |
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| III. | Proposal, discussion and, if applicable, approval to (a) delegate to the Company’s Board of<br>Directors the authority to resolve one or more increases to the variable portion of the Company’s capital stock to pay, in whole or in part, the Potential Acquisition(s) or any other acquisition substantially similar to a Potential Acquisition<br>that, without being part of the approval contemplated in the preceding item of the agenda, is carried out by the Company within the 12-month period from the date of the Ordinary General Shareholders’<br>Meeting (each, an “Other Acquisition”), as well as the authority to determine the terms of the issuance, subscription and payment of the Series A shares representing such increases (which may be represented by ADSs); it being<br>understood that preemptive rights will be excluded in connection with the issuances of such Series A shares and that the issuance of such Series A shares, in the aggregate, shall not exceed the number of shares representing 15% of the Series A<br>shares outstanding representing the Company’s capital stock immediately prior to the occurrence of a first capital increase (or the capital increase, if there is only one) to fund the first of the Potential Acquisitions or Other Acquisitions<br>(or the Potential Acquisition or Other Acquisition, if only one); and (b) use any Series A shares held in the Company’s treasury to represent the capital increases that, as the case may be, are resolved by the Board of Directors pursuant<br>to the foregoing sub-item; it being understood that this approval will revoke and replace, for all legal purposes, the authorization granted, with respect to the same matters, by the 2025 Shareholders’<br>Meeting, without such circumstance affecting the validity of any acts that have been performed, are pending execution, or whose execution continues, under the authorizations granted by the 2025 Shareholders’ Meeting. Resolutions in this<br>regard. |
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| IV. | Appointment of delegates to comply with and, as appropriate, formalize the resolutions adopted at the<br>Ordinary General Meeting; associated resolutions. |
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We remind the Shareholders that in order to be admitted in the Ordinary General Meeting, they are required to provide a deposit certificate (constancia de depósito) issued by the S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., together with, if applicable, the supplementary list referred to in the LMV, no later than three business days prior to the date of the Ordinary General Meeting hereby called, at the aforementioned address in the first paragraph of this call, between 9:00 a.m. to 2:00 p.m. (Mexico City time) and 4:30 p.m. to 7:00 p.m. (Mexico City time), from Monday to Friday, during business days. Upon delivery of such deposit certificates (constancias de depósito) by the Shareholders, entry passes will be issued without which such Shareholders will not be allowed to participate in the Ordinary General Meeting. Shareholders can attend the Ordinary General Meeting personally or represented by an attorney-in-fact appointed by means of a power of attorney granted in terms of the templates provided by the Company pursuant to Article 49, section III of the LMV or by means of a proxy or power of attorney granted in accordance with civil law and also pursuant to the provisions set forth in article 192 of the LGSM. The template of power of attorney and other documents related to the Ordinary General Meeting are available to Shareholders for consultation in the address set forth in the first paragraph of this call as well as on the website of the Company: www.vistaenergy.com/investors
Mexico City, Mexico as of December 16, 2025
| By: | /s/ Miguel Matías Galuccio |
|---|---|
| Name: Miguel Matías Galuccio | |
| Position: Chairman of the Board of Directors of<br><br><br>Vista Energy, S.A.B. de C.V. |
EX-2
Exhibit 2

INFORMATION DIRECTED TO THE SHAREHOLDERS OF VISTA ENERGY, S.A.B. DE C.V. RELATED TO THE ORDINARYGENERAL SHAREHOLDERS´ MEETING TO BE HELD ON JANUARY 27, 2026
In relation to items I, II and III of the agenda of the ordinary general shareholders’ meeting of Vista Energy, S.A.B. de C.V. (the “Company” or “Vista”), to be held at 11:00 AM on January 27, 2026 (the “Shareholders’ Meeting”) in terms of the call published on December 16, 2025 on the website of the Bolsa Mexicana de Valores, S.A.B. de C.V. and in the Electronic System of the Ministry of Economy, and in compliance with the provisions of Articles Eighteenth and Twentieth of the Company’s bylaws and Article 47 of the Securities Market Law (Ley del Mercado de Valores), Vista informs its shareholders of the following:
Item I of the Agenda: To act quickly and effectively in the face of potential business opportunities in line with our growth strategy, it is necessary to have the necessary tools to structure and execute acquisitions of rights and assets related to the development of non-conventional hydrocarbon reserves and resources in the basins where Vista operates. The above considering that the acquisition processes of these rights and assets are extremely competitive, which requires us to act quickly to avoid disadvantages and ensure that we do not lose valuable opportunities to other participants in the process. Therefore, the shareholders of the Company will be asked to adopt the following resolutions in relation to the first item of the agenda of the Shareholders’ Meeting:
| 1. | “It is hereby approved that the Company may carry out, directly or indirectly, one or moreacquisitions of exploration and/or exploitation rights, interests in concessions, licenses, and agreements for the development of unconventional hydrocarbon reserves and resources and/or any other asset related to the development of unconventionalhydrocarbon reserves and resources located in basins where the Company operates, including the acquisition and/or participation in entities holding such assets (any of these, a “ Potential Acquisition ”), which totalamount represents more than 20% of the value of the Company’s consolidated assets (based on figures as of the end of the last quarter reported at the time of executing the first of such Possible Acquisitions or of executing the PotentialAcquisition, if only one is executed), in the understanding that if the Potential Acquisition (or Potential Acquisitions, as a whole) represents an equal or lower percentage, it (or they) will not be subject to the present approval; and it isfurther understood that the total amount of the Potential Acquisition(s) may not exceed, in the aggregate and within a period of 12 months from the date of this Ordinary General Meeting, 50% of the value of the consolidated assets of the Company(based on figures as of the end of the last quarter reported at the time of executing the first of such Potential Acquisition or of executing the Potential Acquisition, if only one is executed); provided that such approval will revoke and replace,for all legal purposes, the authorization granted with respect to the same matters by the ordinary general shareholders’ meeting dated March 3, 2025 (the “ 2025 Shareholders’ Meeting ”),without such circumstance affecting the validity of any acts that have been performed, are pending execution, or whose execution continues, under the authorizations granted by the 2025 Shareholders’ Meeting. Resolutions in thisregard.” |
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| 2. | “It is resolved to approve that the resolutions adopted in accordance with this item on the agenda, aswell as those adopted in items II and III of the agenda, shall replace, for all legal purposes, the resolutions adopted by the Shareholders at the 2025 Shareholders’ Meeting, without such substitution affecting the validity of any acts thathave been performed, are pending execution, or whose execution continues, under the authorizations granted by the resolutions adopted at the 2025 Shareholders’ Meeting**.**” |
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| 3. | “In relation to the above resolution, it is hereby approved to delegate to the Company’s Boardof Directors the authority to determine all the final terms, conditions, and characteristics to which the Potential Acquisition, or Potential Acquisitions, will be subject, which must adhere to the usual market terms for operations of this type. TheBoard of Directors may, for this purpose, designate and grant the necessary powers to the persons it deems appropriate, so that in the name and on behalf of the Company, they carry out all acts, whether factual or legal, related to the PotentialAcquisition, or Potential Acquisitions, including, without limitation, entering into and signing any agreement, contract, document, instrument, certificate, titles, letters, memorandums, certifications derived from or related to the PotentialAcquisition, or Potential Acquisitions.” |
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| 4. | “All contracts, agreements, titles, bids, letters, memorandums, certifications, and other documentsentered into, signed, or issued by the Company in relation to the Potential Acquisition, or Potential Acquisitions, approved in accordance with the first resolution are hereby ratified in their terms.” |
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Item II of the Agenda: To ensure that Vista has the necessary resources, in the form of financial debt, to carry out the Potential Acquisition, or Potential Acquisitions, in accordance with the above, the shareholders of the Company will be asked to adopt the following resolution in relation to the second item of the agenda of the Shareholders’ Meeting:
| 1. | “It is approved that the Company and/or any of its direct and indirect subsidiaries, regardless oftheir place of incorporation, to incur any type of financing debt to pay in full or in part for the Potential Acquisition(s) including, but not limited to, enter into one or more credit agreements, with or without security (which may be real,personal, or of any other type permitted by applicable law) whose main purpose is the total or partial payment of the Potential Acquisition(s), approved in accordance with the first item of the agenda of this Meeting, the payment of expenses andcosts associated with the Potential Acquisition(s), and to finance working capital and other general corporate purposes; as well as to delegate to the Board of Directors the authority to determine all the terms, conditions, and other characteristicsto which the financial debt or the financing(s) will be subject to be executed, provided that that this approval will revoke and replace, for all legal purposes, the authorization granted by the 2025 Shareholders’ Meeting with respect to thosesame matters, without this circumstance affecting the validity of any acts that have been performed, are pending execution, or whose execution continues, under the authorizations granted by said meeting. The Board of Directors may, for this purpose:(i) appoint the special attorneys-in-fact necessary for the negotiation and signing of credit agreements, promissory notes, fee letters, documents evidencing thecreation of any type of security (real, personal, or of any other type permitted by applicable law), including without limitation pledges, mortgages, security agreements, guarantees, joint obligations, guarantees, endorsements, as well as any trustagreement, governed by the law of any jurisdiction, including, without limitation, guarantee trust agreements where the Company and/or any of its direct and indirect subsidiaries, regardless of their place of incorporation, acts as trustor and/ortrustee, under which the Company and/or any of its subsidiaries, encumber assets as security and/or transfer the ownership of any asset, right, or asset to the trust estate of such guarantee trust agreements; (ii) hire a process agent withdomicile in the United States of America, if necessary, approving for this purpose the granting of a special irrevocable power of attorney with litigation and collection faculties, in terms of the first paragraph of Article 2,554 of the Civil Codefor the Federal District and its correlatives and concordant articles in the Federal Civil Code and in the Civil Codes of the other Federal Entities of the United Mexican States but with all general faculties and as broad as required by law, to beexercised in any jurisdiction by any of its attorneys-in-fact who have the necessary faculties for this purpose, and so that, in the name and on behalf of the Companyand/or any of its direct and indirect subsidiaries, regardless of their place of incorporation, act as process agent, as well as to receive all kinds of notifications, notices, summons, resolutions, judgments, or communications of any nature inrelation to any lawsuit, action, proceeding, or trial, including, without limitation, judicial, administrative, or arbitration proceedings, brought before any court in the United States of America; and (iii) enter into or sign any otheragreement, contract, title, document, instrument, certificate, notification, notice, requirement, endorsement, or request of any nature, amendments, supplements, additions, modifying agreements, restatements, or terminations that are necessary orconvenient.” |
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Item III of the Agenda: In order for Vista to have the necessary resources, through one or more increases in the variable portion of the Company’s capital stock, to be able to carry out the Potential Acquisition(s), or any other acquisitions that are substantially similar to the Potential Acquisition(s) but which, due to their size, fall outside the authorization granted under the previous agenda item (“Other Acquisitions”), the Company’s shareholders will be asked to adopt the following resolution in connection with item III of the agenda of the Shareholders’ Meeting:
| 1. | “It is approved to delegate to the Company’s Board of Directors the authority to resolve one ormore increases to the variable portion of the capital stock to pay in whole or in part any Potential Acquisition(s), or Other Acquisition, as well as the authority to determine the terms of the issuance, subscription and payment of the respectiveSeries A shares representing such increases (which may be represented by ADSs); provided that preemptive rights will be excluded in connection with the issuance of such Series A shares and that the issuance of such Series A shares, in the aggregate,shall not exceed the number of shares representing 15% of the Series A shares outstanding representing the Company’s capital stock immediately prior to the occurrence of a first capital increase (or the capital increase, if there is only one)to fund the first of the Potential Acquisitions or Other Acquisitions (or the Potential Acquisition or Other Acquisition, if there is only one) provided that this approval will revoke and replace, for all legal purposes, the authorization granted bythe 2025 Shareholders’ Meeting with respect to those same matters, without this circumstance affecting the validity of any acts that have been carried out, are pending execution, or whose execution continues, under the authorizations grantedby said meeting.” |
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| 2. | “It is approved that any Series A shares held in the Company’s treasury account can be used, torepresent any capital increases that may be decreed by the Board of Directors in accordance with the preceding subparagraph, including without limitation those Series A shares held in the treasury account that were intended to be used to cover theexercise by the holders of the warrants identified with ticker symbol “VTW408A-EC001” issued by the Company, which were already exercised and cancelled in their entirety.” |
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