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 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 ofRegistrant’s Name into English)
Torre Mapfre,
243 Paseo de la Reforma Avenue, 18th 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. 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. 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 our website: www.vistaenergy.com.
Enquiries:
Investor Relations:
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 25, 2026
| 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
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-month periods ended December 31, 2025 and 2024
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-month periods endedDecember 31, 2025 and 2024
TABLE OF CONTENTS
| • | Unaudited interim condensed consolidated statements of profit or loss and other comprehensive income for the<br>years and for the three-month periods ended December 31, 2025 and 2024 |
|---|---|
| • | Unaudited interim condensed consolidated statements of financial position as of December 31, 2025 and 2024<br> |
| --- | --- |
| • | Unaudited interim condensed consolidated statements of changes in equity for the years ended December 31,<br>2025 and 2024 |
| --- | --- |
| • | Unaudited interim condensed consolidated statements of cash flows for the years and for the three-month periods<br>ended December 31, 2025 and 2024 |
| --- | --- |
| • | Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024<br>and for the years ended December 31, 2025 and 2024 |
| --- | --- |
2
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of profit or loss and other comprehensive income for the years and for the three-month periods endedDecember 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars)
| Notes | Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from contracts with customers | 4 | 2,474,197 | 1,647,768 | 719,064 | 471,318 | ||||||||||
| Cost of sales: | |||||||||||||||
| Operating costs | 5.1 | (186,945 | ) | (116,526 | ) | (50,805 | ) | (36,556 | ) | ||||||
| Crude oil stock fluctuation | 5.2 | 1,046 | 1,720 | (3,195 | ) | 3,913 | |||||||||
| Royalties and others | 5.3 | (345,349 | ) | (243,950 | ) | (94,281 | ) | (73,896 | ) | ||||||
| Depreciation, depletion and amortization | 11/12/13 | (738,903 | ) | (437,699 | ) | (225,095 | ) | (139,618 | ) | ||||||
| Other non-cash costs related to the transfer of<br>conventional assets | 15 | (29,016 | ) | (33,570 | ) | (4,998 | ) | (8,521 | ) | ||||||
| Gross profit | **** | 1,175,030 | **** | **** | 817,743 | **** | **** | 340,690 | **** | **** | 216,640 | **** | |||
| Selling expenses | 6 | (218,072 | ) | (140,334 | ) | (81,783 | ) | (62,527 | ) | ||||||
| General and administrative expenses | 7 | (147,709 | ) | (108,954 | ) | (52,619 | ) | (35,207 | ) | ||||||
| Exploration expenses | (578 | ) | (138 | ) | (90 | ) | (102 | ) | |||||||
| Other operating income | 8.1 | 512,793 | 54,127 | 8,509 | 6,467 | ||||||||||
| Other operating expenses | 8.2 | (32,382 | ) | (1,261 | ) | (1,948 | ) | (64 | ) | ||||||
| Impairment of long-lived assets | 2.4.1 | (38,252 | ) | 4,207 | — | 4,207 | |||||||||
| Operating profit | **** | 1,250,830 | **** | **** | 625,390 | **** | **** | 212,759 | **** | **** | 129,414 | **** | |||
| Income (loss) from investments in associates | 17 | (5,214 | ) | — | (1,468 | ) | — | ||||||||
| Interest income | 9.1 | 10,594 | 4,535 | 1,661 | 1,375 | ||||||||||
| Interest expense | 9.2 | (163,356 | ) | (62,499 | ) | (50,096 | ) | (25,361 | ) | ||||||
| Other financial income (expense) | 9.3 | (88,183 | ) | 23,401 | (24,462 | ) | 19,259 | ||||||||
| Financial income (expense), net | **** | (240,945 | ) | **** | (34,563 | ) | **** | (72,897 | ) | **** | (4,727 | ) | |||
| Profit before income tax | **** | 1,004,671 | **** | **** | 590,827 | **** | **** | 138,394 | **** | **** | 124,687 | **** | |||
| Current income tax (expense) | 14 | (241,657 | ) | (426,288 | ) | (91,930 | ) | (106,897 | ) | ||||||
| Deferred income tax (expense) benefit | 14 | (43,951 | ) | 312,982 | 39,231 | 75,981 | |||||||||
| Income tax (expense) | **** | (285,608 | ) | **** | (113,306 | ) | **** | (52,699 | ) | **** | (30,916 | ) | |||
| Profit for the year / period, net | **** | 719,063 | **** | **** | 477,521 | **** | **** | 85,695 | **** | **** | 93,771 | **** | |||
| Other comprehensive income | |||||||||||||||
| Other comprehensive income that shall not be reclassified to profit (loss) in subsequentperiods | |||||||||||||||
| - Profit (loss) from actuarial remeasurement related to employee benefits | 25 | 36 | (10,200 | ) | 1,937 | 4,683 | |||||||||
| - Deferred income tax (expense) benefit | 14 | (13 | ) | 3,570 | (678 | ) | (1,639 | ) | |||||||
| Other comprehensive income for the year / period | **** | 23 | **** | **** | (6,630 | ) | **** | 1,259 | **** | **** | 3,044 | **** | |||
| Total comprehensive profit for the year / period | **** | 719,086 | **** | **** | 470,891 | **** | **** | 86,954 | **** | **** | 96,815 | **** | |||
| Earnings per share | |||||||||||||||
| Basic (in US Dollars per share) | 10.1 | **** | 7.015 | **** | **** | 4.979 | **** | **** | 0.822 | **** | **** | 0.985 | **** | ||
| Diluted (in US Dollars per share) | 10.2 | **** | 6.707 | **** | **** | 4.633 | **** | **** | 0.787 | **** | **** | 0.913 | **** |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
3
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of financial position as of December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars)
| Notes | As of December 31, 2025 | As of December 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | |||||||||||
| Noncurrent assets | |||||||||||
| Property, plant and equipment | **** | 11 | **** | 5,543,032 | 2,805,983 | ||||||
| Goodwill | **** | 12 | **** | 22,576 | 22,576 | ||||||
| Other intangible assets | **** | 12 | **** | 18,485 | 15,443 | ||||||
| Right-of-use<br>assets | **** | 13 | **** | 153,283 | 105,333 | ||||||
| Biological assets | 15,855 | 10,027 | |||||||||
| Investments in associates | **** | 17 | **** | 54,542 | 11,906 | ||||||
| Trade and other receivables | **** | 15 | **** | 373,026 | 205,268 | ||||||
| Deferred income tax assets | 36,514 | 3,565 | |||||||||
| Total noncurrent assets | **** | 6,217,313 | **** | **** | 3,180,101 | **** | |||||
| Current assets | |||||||||||
| Inventories | **** | 18 | **** | 9,457 | 6,469 | ||||||
| Trade and other receivables | **** | 15 | **** | 347,681 | 281,495 | ||||||
| Cash, bank balances and other short-term investments | **** | 19 | **** | 538,402 | 764,307 | ||||||
| Total current assets | **** | 895,540 | **** | **** | 1,052,271 | **** | |||||
| Total assets | **** | 7,112,853 | **** | **** | 4,232,372 | **** | |||||
| Equity and liabilities | |||||||||||
| Equity | |||||||||||
| Capital stock | **** | 20.1 | **** | 491,165 | 398,064 | ||||||
| Other equity instruments | 32,144 | 32,144 | |||||||||
| Legal reserve | 8,233 | 8,233 | |||||||||
| Share-based payments | (32,765 | ) | 45,628 | ||||||||
| Share repurchase reserve | **** | 20.2 | **** | 179,324 | 129,324 | ||||||
| Other accumulated comprehensive income (losses) | (11,034 | ) | (11,057 | ) | |||||||
| Accumulated profit (losses) | 1,844,527 | 1,018,877 | |||||||||
| Total equity | **** | 2,511,594 | **** | **** | 1,621,213 | **** | |||||
| Liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Deferred income tax liabilities | 298,664 | 64,398 | |||||||||
| Lease liabilities | **** | 13 | **** | 88,451 | 37,638 | ||||||
| Provisions | **** | 21 | **** | 51,513 | 33,058 | ||||||
| Borrowings | **** | 16.1 | **** | 2,803,982 | 1,402,343 | ||||||
| Employee benefits | **** | 25 | **** | 16,226 | 15,968 | ||||||
| Income tax liability | 13,964 | — | |||||||||
| Trade and other payables | **** | 24 | **** | 292,236 | — | ||||||
| Total noncurrent liabilities | **** | 3,565,036 | **** | **** | 1,553,405 | **** | |||||
| Current liabilities | |||||||||||
| Provisions | **** | 21 | **** | 10,800 | 3,910 | ||||||
| Lease liabilities | **** | 13 | **** | 55,452 | 58,022 | ||||||
| Borrowings | **** | 16.1 | **** | 350,095 | 46,224 | ||||||
| Salaries and payroll taxes | **** | 22 | **** | 35,891 | 32,656 | ||||||
| Income tax liability | 120,910 | 382,041 | |||||||||
| Other taxes and royalties | **** | 23 | **** | 43,945 | 47,715 | ||||||
| Trade and other payables | **** | 24 | **** | 419,130 | 487,186 | ||||||
| Total current liabilities | **** | 1,036,223 | **** | **** | 1,057,754 | **** | |||||
| Total liabilities | **** | 4,601,259 | **** | **** | 2,611,159 | **** | |||||
| Total equity and liabilities | **** | 7,112,853 | **** | **** | 4,232,372 | **** | |||||
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
4
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statement of changes in equity for the year ended December 31, 2025
(Amounts expressed in thousands of US Dollars)
| Capitalstock | Other equityinstruments | Legal<br>reserve | Share-basedpayments | Sharerepurchasereserve | Otheraccumulatedcomprehensiveincome (losses) | Accumulatedprofit (losses) | Total equity | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts as of December 31, 2024 | **** | 398,064 | **** | **** | 32,144 | **** | **** | 8,233 | **** | **** | 45,628 | **** | **** | 129,324 | **** | **** | (11,057 | ) | **** | 1,018,877 | **** | **** | 1,621,213 | **** | ||||
| Profit for the year, net | — | — | — | — | — | — | 719,063 | **** | 719,063 | **** | ||||||||||||||||||
| Other comprehensive income for the year | — | — | — | — | — | 23 | — | **** | 23 | **** | ||||||||||||||||||
| Total comprehensive income | — | — | — | — | — | **** | 23 | **** | **** | 719,063 | **** | **** | 719,086 | **** | ||||||||||||||
| Ordinary General Shareholders’ meeting on April 9, 2025: | ||||||||||||||||||||||||||||
| Creation of share repurchase reserve<br>^(1)^ | — | — | — | — | 50,000 | — | (50,000 | ) | **** | — | **** | |||||||||||||||||
| Board of Directors’ Meeting on April 11, 2025: | ||||||||||||||||||||||||||||
| Issuance of Serie A shares ^(2)(3)^ | 299,687 | — | — | — | — | — | — | **** | 299,687 | **** | ||||||||||||||||||
| Board of Directors’ Meeting on December 3, 2025: | ||||||||||||||||||||||||||||
| Reduction of capital stock ^(3)^ | (156,587 | ) | — | — | — | — | — | 156,587 | **** | — | **** | |||||||||||||||||
| Share repurchase ^(3)^ | (50,000 | ) | — | — | — | — | — | — | **** | (50,000 | ) | |||||||||||||||||
| Share-based payments | 1 | — | — | (78,393 | )^(4)^ | — | — | — | **** | (78,392 | ) | |||||||||||||||||
| Amounts as of December 31, 2025 | **** | 491,165 | **** | **** | 32,144 | **** | **** | 8,233 | **** | **** | (32,765 | ) | **** | 179,324 | **** | **** | (11,034 | ) | **** | 1,844,527 | **** | **** | 2,511,594 | **** | ||||
| ^(1)^ | See Note 20.2. | |||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||
| ^(2)^ | See Note 1.2.2 and 29. | |||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||
| ^(3)^ | See Note 20.1. | |||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||
| ^(4)^ | Including 55,989 of expenses (Note 7). | |||||||||||||||||||||||||||
| --- | --- |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
5
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statement of changes in equity for the year ended December 31, 2024
(Amounts expressed in thousands of US Dollars)
| Capital stock | Other equityinstruments | Legal<br>reserve | Share-basedpayments | Sharerepurchasereserve | Otheraccumulatedcomprehensiveincome (losses) | Accumulatedprofit (losses) | Total equity | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts as of December 31, 2023 | **** | 517,874 | **** | **** | 32,144 | **** | **** | 8,233 | **** | **** | 42,476 | **** | **** | 79,324 | **** | **** | (4,427 | ) | **** | 571,391 | **** | **** | 1,247,015 | **** | ||||
| Profit for the year, net | — | — | — | — | — | — | 477,521 | **** | 477,521 | **** | ||||||||||||||||||
| Other comprehensive income for the year | — | — | — | — | — | (6,630 | ) | — | **** | (6,630 | ) | |||||||||||||||||
| Total comprehensive income | **** | — | **** | **** | — | **** | **** | — | **** | **** | — | **** | **** | — | **** | **** | (6,630 | ) | **** | 477,521 | **** | **** | 470,891 | **** | ||||
| Ordinary General Shareholders’ meeting on August 6, 2024: | ||||||||||||||||||||||||||||
| Creation of share repurchase reserve<br>^(1)^ | — | — | — | — | 50,000 | — | (50,000 | ) | — | |||||||||||||||||||
| Board of Directors’ meeting on December 5, 2024 : | ||||||||||||||||||||||||||||
| Reduction of capital stock ^(2)^ | (19,965 | ) | — | — | — | — | — | 19,965 | — | |||||||||||||||||||
| Share repurchase ^(2)^ | (99,846 | ) | — | — | — | — | — | — | **** | (99,846 | ) | |||||||||||||||||
| Share-based payments | 1 | — | — | 3,152 | ^(3)^ | — | — | **** | — | **** | **** | 3,153 | **** | |||||||||||||||
| Amounts as of December 31, 2024 | **** | 398,064 | **** | **** | 32,144 | **** | **** | 8,233 | **** | **** | 45,628 | **** | **** | 129,324 | **** | **** | (11,057 | ) | **** | 1,018,877 | **** | **** | 1,621,213 | **** | ||||
| ^(1)^ | See Note 20.2. | |||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||
| ^(2)^ | See Note 20.1. | |||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||
| ^(3)^ | Including 34,923 of expenses (Note 7). | |||||||||||||||||||||||||||
| --- | --- |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
6
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of cash flows for the years and for the three-month periods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars)
| Notes | Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | |||||||||||||||||
| Profit for the year / period, net | 719,063 | 477,521 | 85,695 | 93,771 | |||||||||||||
| Adjustments to reconcile net cash flows | |||||||||||||||||
| Items related to operating activities: | |||||||||||||||||
| Allowance for expected credit losses | **** | 6 | **** | 44 | — | — | — | ||||||||||
| Share-based payments | **** | 7 | **** | 55,989 | 34,923 | 18,071 | 6,285 | ||||||||||
| Net increase in provisions | **** | 8.2 | **** | 2,507 | 1,261 | 794 | 64 | ||||||||||
| Net changes in foreign exchange rate | **** | 9.3 | **** | 144 | 453 | 15,006 | (1,852 | ) | |||||||||
| Discount of assets and liabilities at present value | **** | 9.3 | **** | 23,652 | (933 | ) | 9,833 | (1,341 | ) | ||||||||
| Discount for well plugging and abandonment | **** | 9.3 | **** | 2,434 | 1,312 | 691 | 449 | ||||||||||
| Income tax expense | **** | 14 | **** | 285,608 | 113,306 | 52,699 | 30,916 | ||||||||||
| Other non-cash costs related to the transfer of<br>conventional assets | **** | 15 | **** | 29,016 | 33,570 | 4,998 | 8,521 | ||||||||||
| Employee benefits | **** | 25 | **** | 788 | 489 | 196 | 266 | ||||||||||
| Items related to investing activities: | |||||||||||||||||
| Impairment of long-lived assets | **** | 2.4.1 | **** | 38,252 | (4,207 | ) | — | (4,207 | ) | ||||||||
| Gain from Business Combination | **** | 8.1 | **** | (490,530 | ) | — | — | — | |||||||||
| Interest income | **** | 9.1 | **** | (10,594 | ) | (4,535 | ) | (1,661 | ) | (1,375 | ) | ||||||
| Changes in the fair value of financial assets | **** | 9.3 | **** | (18,471 | ) | (14,120 | ) | (4,364 | ) | (7,103 | ) | ||||||
| Depreciation and depletion | **** | 11/13 | **** | 730,248 | 431,788 | 222,815 | 137,824 | ||||||||||
| Amortization of intangible assets | **** | 12 | **** | 8,655 | 5,911 | 2,280 | 1,794 | ||||||||||
| Income (loss) from investment in associates | **** | 17 | **** | 5,214 | — | 1,468 | — | ||||||||||
| Items related to financing activities: | |||||||||||||||||
| Interest expense | **** | 9.2 | **** | 163,356 | 62,499 | 50,096 | 25,361 | ||||||||||
| Amortized cost | **** | 9.3 | **** | 7,880 | 1,649 | 54 | 589 | ||||||||||
| Interest expense on lease liabilities | **** | 9.3 | **** | 3,320 | 3,093 | 755 | 835 | ||||||||||
| Other taxes interest | **** | 9.3 | **** | 55,101 | — | 1,974 | — | ||||||||||
| Other financial income (expense) | **** | 9.3 | **** | 14,123 | (14,855 | ) | 513 | (10,836 | ) | ||||||||
| Changes in working capital: | |||||||||||||||||
| Trade and other receivables | (221,134 | ) | (210,622 | ) | 9,304 | 16,238 | |||||||||||
| Inventories | **** | 5.2 | **** | (1,046 | ) | (1,720 | ) | 3,195 | (3,913 | ) | |||||||
| Trade and other payables | (39,172 | ) | 112,380 | (14,402 | ) | 81,622 | |||||||||||
| Payments of employee benefits | **** | 25 | **** | (494 | ) | (424 | ) | (106 | ) | (133 | ) | ||||||
| Salaries and payroll taxes | (109,852 | ) | (16,247 | ) | 10,339 | 4,581 | |||||||||||
| Other taxes and royalties | (24,660 | ) | (23,396 | ) | (1,716 | ) | (2,770 | ) | |||||||||
| Provisions | **** | 8.2 | **** | (1,600 | ) | (751 | ) | (962 | ) | 284 | |||||||
| Income tax payment | (431,650 | ) | (29,319 | ) | (32,269 | ) | (6,385 | ) | |||||||||
| Net cash flows provided by operating activities | **** | 796,191 | **** | **** | 959,026 | **** | **** | 435,296 | **** | **** | 369,485 | **** | |||||
7
VISTA ENERGY, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of cash flows for the years and for the three-month periods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars)
| Notes | Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from investing activities: | |||||||||||||||||
| Payments for acquisitions of property, plant and equipment and biological assets | (1,455,411 | ) | (1,052,530 | ) | (339,162 | ) | (306,486 | ) | |||||||||
| Interest received | **** | 9.1 | **** | 10,594 | 4,535 | 1,661 | 1,375 | ||||||||||
| Payments for acquisitions of other intangible assets | **** | 12 | **** | (11,720 | ) | (11,328 | ) | (7,958 | ) | (6,190 | ) | ||||||
| Proceeds from the transfer of conventional assets | **** | 15 | **** | 5,734 | 10,734 | — | — | ||||||||||
| Payments for investments in associates | **** | 17 | **** | (56,706 | ) | (3,287 | ) | (14,198 | ) | (1,076 | ) | ||||||
| Payment for Business Combination, net of cash acquired | **** | 29 | **** | (841,555 | ) | — | — | — | |||||||||
| Net cash flows (used in) investing activities | **** | (2,349,064 | ) | **** | (1,051,876 | ) | **** | (359,657 | ) | **** | (312,377 | ) | |||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from borrowings | **** | 16.2 | **** | 2,838,173 | 1,320,897 | 618,256 | 835,880 | ||||||||||
| Payment of borrowings principal | **** | 16.2 | **** | (1,173,623 | ) | (470,351 | ) | (367,591 | ) | (339,704 | ) | ||||||
| Payment of borrowings interest | **** | 16.2 | **** | (148,310 | ) | (53,897 | ) | (74,633 | ) | (33,183 | ) | ||||||
| Payment of borrowings cost | **** | 16.2 | **** | (17,935 | ) | (7,631 | ) | (47 | ) | (6,194 | ) | ||||||
| Payments of other taxes interest | **** | 9.3 | **** | (22,045 | ) | — | (970 | ) | — | ||||||||
| Payments of other financial results | **** | 9.3 | **** | (7,948 | ) | 8,680 | (513 | ) | 14,649 | ||||||||
| Payment of lease | **** | 13 | **** | (90,772 | ) | (56,641 | ) | (32,737 | ) | (23,792 | ) | ||||||
| Share repurchase | **** | 20.1 | **** | (50,000 | ) | (99,846 | ) | — | — | ||||||||
| Net cash flow provided by financing activities | **** | 1,327,540 | **** | **** | 641,211 | **** | **** | 141,765 | **** | **** | 447,656 | **** | |||||
| Net (decrease) increase in cash and cash equivalents | **** | (225,333 | ) | **** | 548,361 | **** | **** | 217,404 | **** | **** | 504,764 | **** | |||||
| Cash and cash equivalents at beginning of year / period | **** | 19 | **** | 755,610 | 209,516 | 314,700 | 249,062 | ||||||||||
| Effect of exposure to changes in the foreign currency rate and other financial results of cash and<br>cash equivalents | (4,093 | ) | (2,267 | ) | (5,920 | ) | 1,784 | ||||||||||
| Net (decrease) increase in cash and cash equivalents | (225,333 | ) | 548,361 | 217,404 | 504,764 | ||||||||||||
| Cash and cash equivalents at end of year / period | **** | 19 | **** | **** | 526,184 | **** | **** | 755,610 | **** | **** | 526,184 | **** | **** | 755,610 | **** | ||
| Significant transactions that generated no cash flows | |||||||||||||||||
| Acquisition of Vista Lach through the issuance of Serie A shares and an increase in trade and<br>other payables | **** | 1.2.2 / 29 | **** | 506,754 | — | — | — | ||||||||||
| Acquisition of property, plant and equipment through increase in trade and other payables | 282,362 | 341,448 | 282,362 | 341,448 | |||||||||||||
| Acquisition of property, plant and equipment through increase in trade and other payables,<br>related to the Farmout Agreement | **** | 11 | **** | 109,538 | — | — | — | ||||||||||
| Changes in well plugging and abandonment with an impact in property, plant and<br>equipment | **** | 11 | **** | 5,397 | 23,325 | 3,629 | 13,167 |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
8
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 1. Group information
1.1 Company general information
Vista Energy, S.A.B. de C.V. (“VISTA”, the “Company” or the “Group”), was organized as a variable-capital stock company on March 22, 2017, under the laws of the United Mexican States (“Mexico”). The Company adopted the public corporation or “Sociedad An ó nima Burs á til de Capital Variable ” ( “ S.A.B. de C.V. ” ) on July 28, 2017.
It is listed on the New York Stock Exchange (“NYSE”) under ticker symbol “VIST” as from July 26, 2019.
Its main office is located in City of Mexico, Mexico, at Mapfre Tower, Paseo de la Reforma Avenue 243, 18th floor, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, zip code 06500.
As of December 31, 2025 and 2024, the Company´s main activity, through its subsidiaries, is the exploration and production of crude oil and natural gas (“Upstream”).
Except as mentioned in Note 1.2 and Note 30, there were no significant changes in the Group’s structure and activities as from the date of issuance of the annual consolidated financial statements as of December 31, 2024.
1.2 Significant transactions for the year
1.2.1Agreement signed with Trafigura Argentina S.A. (“Trafigura”) related to the joint investment agreements in Bajada del Palo Oeste area (“Farmout Agreement”)
On December 16, 2024, the Company, through its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”), agreed to the assignment of Trafigura’s interest in the farmout agreements I and II in its own favor (See Notes 29.2.1.1 and 29.2.1.2 of the annual consolidated financial statements as of December 31, 2024), effective as from January 1, 2025, at which time the Company holds rights to 100% of the production from the pads subject to the Farmout Agreement.
Under the Farmout Agreement, Vista Argentina will pay 128,000 to Trafigura in 48 monthly and consecutive installments through December 2028 (“purchase price”).
In addition, Vista Argentina and Trafigura signed a crude oil marketing agreement (“COMA”), which is effective since January 1, 2025, by virtue of which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amount payable by Trafigura under the COMA its offset with Vista Argentina’s obligations under the Farmout Agreement.
As a consequence of the Farmout Agreement, the Company recognized: (i) an account payable of 107,749 related to the purchase price at fair value; and (ii) a net asset addition of 78,454, including 80,243 in “Property, plant and equipment” under “Production wells and facilities” (Note 11). Finally, the Company recognized an “Oil and gas properties” for 29,295 (Note 11).
As of December 31, 2025, Vista Argentina had offset an amount of 28,000 against the liability under the Farmout Agreement.
1.2.2 Acquisition of Petronas E&P Argentina S.A.(“PEPASA” currently Vista Energy Lach S.A. “Vista Lach”)
On April 15, 2025, the Company, through its subsidiary Vista Argentina, acquired the 100% of the capital stock of PEPASA, which holds a 50% working interest in La Amarga Chica unconventional concession (“LACh”), located in the Province of Neuquén, Argentina, from Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V. (the “Transaction”).
Under the terms of the Transaction, the total consideration amounted to 1,406,441, broken down as follows: (i) 899,687 paid in cash on the Transaction date; (ii) 299,687 paid through the transfer of 7,297,507 American Depositary Shares representing an identical number of Vista´s Serie A shares (“ADSs”) which are subject to lock-up restrictions, and (iii) a liability assumed with a nominal value of 300,000, to be settled in cash, with 50% due on April 15, 2029, and the remainder 50% due on April 15, 2030, without accruing interest (“liability assumed”). As of the Transaction date, the present value of the assumed liability amounts to 207,067.
For further information see Note 29.
9
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 2. Basis of preparation and material accounting policies
2.1 Basis of preparation and presentation
These unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024, and for the years and for the three-month periods ended December 31, 2025 and 2024 were prepared in accordance with the International Accounting Standard (“IAS”) 34 – “Interim Financial Reporting”, issued by the International Accounting Standards Board (“IASB”). The Company prepared its interim financial statements on a condensed basis pursuant to IAS 34. Certain explanatory notes are included to describe the events and transactions that are relevant to understand the changes in the financial position as of December 31, 2025, and the results of operations for the year and for the three-month period ended December 31, 2025. Therefore, these interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read together with the annual consolidated financial statements as of December 31, 2024.
These unaudited interim condensed consolidated financial statements were prepared using the same accounting policies as used in preparing the Company’s annual consolidated financial statements as of December 31, 2024. They were prepared on a historical cost basis, except for certain financial assets and liabilities that were measured at fair value.
The figures contained herein are stated in US Dollars (“USD”) and are rounded to the nearest thousand, unless otherwise stated.
These unaudited interim condensed consolidated financial statements were approved for publication by the Board of Directors on February 25, 2026 and the subsequent events through that date are considered (Note 30).
2.2 New effective accounting standards, amendments andinterpretations issued by the IASB adopted by the Company
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
None of the accounting pronouncements applicable after December 31, 2024, and as of the date of these interim condensed consolidated financial statements had a material effect on the Company’s financial condition or result of its operations.
2.3 Basis ofconsolidation
These unaudited interim condensed consolidated financial statements contain the financial statements of the Company and its subsidiaries. Except as mentioned in Note 1.2 and Note 30, there were no other significant changes in interest in Company subsidiaries during the year ended December 31, 2025.
2.4 Summary of material accounting policies
2.4.1 Impairment of goodwill and property, plant and equipment, right-of-useassets and other intangible assets (“long-lived assets”) other than goodwill
Long-lived assets are tested for impairment at the lowest level in which there are separately identifiable cash flows largely independent of the cash flows of other Cash Generating Units (“CGUs”).
The Company conducts its impairment test of long-lived assets when there is an indication that the carrying amount may be impaired. Moreover, Goodwill is tested every December. The Company bases the impairment test on the calculation of value in use and reviews the relationship between the recoverable amount and the carrying amount of its assets.
As of December 31, 2025, the Company did not identify trigger events related to goodwill and long-lived assets other than goodwill in Argentina.
However, as of December 31, 2025, the Company identified trigger events related to the CGU in Mexico, as a consequence of the submission to the Secretariat of Energy (“SENER” by Spanish acronym) of the notice of irrevocable relinquishment of the entire CS-01 area made on November 6, 2025, which is pending of approval as of the date of these financial statements. Therefore, the Company performed an impairment test and recorded an impairment for the total assets of 38,252, which includes 38,229 related to “Property, plant and equipment” and 23 related to “Other intangible assets” (See Note 11 and 12).
10
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
As of December 31, 2024, the Company did not identify trigger events related to goodwill and long-lived assets other than goodwill in Argentina.
However, as of December 31, 2024, the Company identified reversal of trigger events related to the CGU in Mexico, mainly resulting from the recovery of the local price of natural gas. Therefore, the Company performed an impairment test and recorded a reversal of impairment of 4,207.
See Note 3.2.2 to the annual consolidated financial statements as of December 31, 2024.
2.4.2 Business combination
The acquisition method is used to book business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for these acquisitions comprises:
| (i) | The fair value of transferred assets; |
|---|---|
| (ii) | The liabilities incurred to former owners of the acquired business; |
| --- | --- |
| (iii) | The equity interests issued by the Company; |
| --- | --- |
| (iv) | The fair value of any asset or liability from a contingent consideration arrangement; and<br> |
| --- | --- |
| (v) | The fair value of any previously held equity interest in the subsidiary. |
| --- | --- |
Identifiable assets acquired and liabilities assumed in a business combination are initially measured at fair values at the acquisition date.
The costs related to the acquisition are booked as incurred expenses. Goodwill is an excess of:
| (i) | The consideration transferred; and |
|---|---|
| (ii) | The fair value of net identifiable assets acquired. |
| --- | --- |
If the fair value of the acquiree’s net identifiable assets exceeds these amounts, before recognizing profit, the Company reassesses whether it has correctly identified all assets acquired and liabilities assumed, reviewing the procedures employed to measure the amounts to be recognized at the acquisition date. If the assessment still results in excess of the fair value of net assets acquired in relation to the total consideration transferred, gain from a bargain purchase is recognized directly in the consolidated statements of profit or loss and other comprehensive income, under “Gain from Business Combination” within “Other operating income”.
When the settlement of any cash consideration is deferred, the future amounts payable is discounted at their present value at the exchange date. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained under comparable terms and conditions.
Contingent consideration will be recognized at its fair value at the acquisition date. Contingent consideration is classified as equity or as a financial liability. The amounts classified as a financial liability are remeasured at fair value with changes in fair value through the consolidated statements of profit or loss and other comprehensive income. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
When the Company acquires a business, it assesses the financial assets acquired and liabilities incurred in relation to its adequate classification and designation according to contractual terms, economic circumstances and relevant conditions as of the acquisition date.
Oil reserves and resources acquired that may be measured reliably are recognized separately at fair value upon the acquisition.
Other potential reserves, resources and rights, which fair values cannot be measured reliability, are not recognized separately but are considered part of goodwill.
If the business combination is performed in stages, the previously held equity interest in the acquiree is measured at acquisition-date fair value. Profit or loss from such remeasurement is recognized in the consolidated statements of profit or loss and other comprehensive income.
The Company has a maximum period of 12 months from the date of acquisition to finalize the acquisition accounting. When it is incomplete as of the end of the year in which the business combination takes place, the Company reports provisional amounts.
11
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
As detailed in Note 1.2.2 and 29, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”).
2.5 Regulatory framework
| A- | Argentina |
|---|
2.5.1 Changes in the foreign exchange framework
During the year ended December 31, 2025, and to the date of issuance of these financial statements, the Central Bank of Argentina (“BCRA” by Spanish acronym) issues a series of regulatory aimed at easing certain foreign exchange restrictions, including:
(i) It introduced a currency band system under which the Argentine peso (“ARS”) to USD exchange rate in the free foreign exchange market (“MLC” by Spanish acronym) may fluctuate within a price floor and ceiling. These limits will be adjusted monthly based on the latest inflation indicators as from January 1, 2026;
(ii) Along with the Argentine government, it eliminated the Export Increase Program for settling exports (see Note 2.5.2 to the annual financial statements as of December 31, 2024);
(iii) It authorized dividend distribution to foreign shareholders for fiscal years beginning as from January 1, 2025, provided that these distributions related to distributable earnings obtained from realized earnings in annual financial statements;
(iv) It loosened the terms to pay foreign exchange transactions and access the free foreign exchange market to repay financial debts;
(v) It introduced exceptions to the foreign currency settlement system, and established that the funds deposited abroad from the issuance of debt securities are no longer computed as liquid external assets for purposes of foreign exchange restrictions, and;
(vi) It incorporated specific provisions for the repatriation of direct investments from nonresidents, enabling access to the MLC for the repatriation provided that certain regulatory requirements are met.
2.5.2 Gas market
2.5.2.1 Argentine promotion plan to stimulate natural gas production (“Gas IV Plan”)
On December 4, 2025, the Department of Energy (“SE” by Spanish acronym) granted the Company export quotas to Chile averaging 0.06 Mcm/d per year for the next 3 years (2026 through 2028).
For the years ended December 31, 2025, and 2024, the Company received a net amount of 4,646 and 3,839, respectively.
As of December 31, 2025 and 2024, the receivables related to such plan stand at 2,316 and 3,007, respectively (Note 15).
2.5.3 Presidential Decree No. 929/2013
The SE granted to the Company, through its subsidiary Vista Lach, the ownership of the benefits, under sections 6 and 7 of the Investment Promotion Regime for Hydrocarbon Production established by Presidential Decree No. 929/2013, as amended by Law No. 27,007. This regime grants as from March 2023, among others, a zero rate on export duties applicable to a specific percentage of LACh’s production.
Additionally, in December 2024, within the framework of this regime, BCRA Communiqué “A” 8155 implemented the free availability of foreign exchange proceeds from exports according to the percentages established under the regime.
Other than mentioned above, there have been no significant changes in Argentina’s regulatory framework for the year ended December 31, 2025 (see Note 2.5 to the annual consolidated financial statements as of December 31, 2024).
See Note 30 for information on subsequent events related to the regulatory framework in Argentina.
12
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| B- | Mexico |
|---|
2.5.4 Exploration and production activities regulatory framework
2.5.4.1 Energy Reform
On March 18, 2025, the Mexican government enacted a reform introducing new legislation related to: (i) the Law governing the State-Owned Public Company Law Petróleos Mexicanos (“Pemex”) and (ii) the Hydrocarbons Sector Law. This reform includes, among other measures, the following provisions:
(i) Hydrocarbon exploration and exploitation contracts previously signed with the Mexican State prior to the enactment of the new legal provisions will remain effective and will continue to be governed by the terms and conditions under which they were originally granted, pursuant to laws and provisions in effect upon execution;
(ii) The management of these contracts, along with the regulatory and oversight powers related to hydrocarbon exploration and extraction, have been fully centralized under Mexico’s SENER, which has assumed the roles and responsibilities of the former National Hydrocarbons Commission (“CNH”);
(iii) Regulations issued by regulatory authorities prior to the reform will remain in effect and continue to apply, provided they do not conflict with the new legislation;
(iv) Authorizations and permits previously granted to the upstream sector by the SENER, the CNH or the former Energy Regulatory Commission (“CRE”) will remain valid and retain their legal effect.
(v) The issuance, amendment, or termination of upstream sector authorizations or permits will now be subject to the public policy established by the Mexican State through the SENER;
(vi) All subsidiary production companies of Pemex have been merged into the latter. The agreements entered into by these dissolved companies will remain in force and continue to have the same effects under the originally agreed-upon terms and conditions.
Likewise, the exploration and extraction activities will be carried out under three methods:
(i) Allocations for own development, which will be exclusively owned by Pemex, making it the sole operator. However, Pemex may enter into service provision contracts with third parties, provided that such agreements aim to maximize productivity and profitability, and that the consideration is paid in cash.
(ii) Mixed-use development allocations, which may be granted by SENER. This plan allows private investment in projects operated by Pemex, provided that the latter maintains at least a 40% interest.
(iii) E&P agreements, which may be entered into by the SENER only in exceptional cases if Pemex either refuses or is unable to carry out hydrocarbon development under the aforementioned plans. These contracts may be service agreements, production- or profit-sharing agreements, or licensing agreements.
The Energy Reform also involved an administrative reorganization, under which the responsibilities of the CNH and the CRE were transferred to the SENER and the newly established National Energy Commission (“CNE”). The SENER will oversee the regulation of the upstream sector.
Market Regulations
In February 2025, the Executive signed a voluntary agreement with Mexican gas station owners to cap the price of regular gasoline at Mexican Peso (“MXN”) 24 per liter for an initial six-month period. This measure aims to alleviate financial pressure on consumers.
The import and export of oil byproducts, petrochemicals and hydrocarbons, as well as their sale within Mexico are regulated activities subject to permits issued by the SENER. At present, in onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex.
Other than mentioned above, there have been no significant changes in Mexico’s regulatory framework during the year ended December 31, 2025 (see Note 2.5 to the annual consolidated financial statements as of December 31, 2024).
13
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 3. Segment information
The Chief Operating Decision Maker (the “Committee” or “CODM”) is in charge of allocating resources and assessing the performance of the operating segment. It supervises operating profit (loss), and the performance of the indicators related to its oil and gas properties on an aggregate basis to make decisions regarding the location of resources, negotiate with international suppliers and determine the method for managing contracts with customers.
The CODM considers as a single segment the exploration and production of crude oil, natural gas and Liquefied Petroleum Gas (“LPG”) (including Exploration and Production commercial activities), through its own activities, subsidiaries and interests in joint operations and based on the nature of the business, customer portfolio and risks involved. The Company aggregated no segment as it has only one.
For the year ended December 31, 2025, the Company generated 99.71% and 0.29% of its revenues related to assets located in Argentina and Mexico, respectively. And for the year ended December 31, 2024, the Company generated 99.23% and 0.77% of its revenues related to assets located in Argentina and Mexico, respectively.
The accounting criteria used by the subsidiaries to measure profit or loss, assets and liabilities of the segments are consistent with those used in these unaudited interim condensed consolidated financial statements.
The following chart summarizes noncurrent assets per geographical area:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Argentina | 6,147,773 | 3,128,742 | ||||||
| Mexico | 69,540 | 51,359 | ||||||
| Total noncurrent assets | **** | 6,217,313 | **** | **** | 3,180,101 | **** | ||
Note 4. Revenue from contracts with customers
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Goods sold | 2,474,197 | 1,647,768 | 719,064 | 471,318 | ||||||||||||
| Total revenue from contracts with customers | **** | 2,474,197 | **** | **** | 1,647,768 | **** | **** | 719,064 | **** | **** | 471,318 | **** | ||||
| Recognized at a point in time | **** | 2,474,197 | **** | **** | 1,647,768 | **** | **** | 719,064 | **** | **** | 471,318 | **** | ||||
4.1 Information broken down by revenue from contracts with customers
| Type of products | Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues from crude oil sales | 2,384,912 | 1,573,069 | 701,318 | 454,703 | ||||||||||||
| Revenues from natural gas sales | 83,104 | 71,756 | 16,036 | 15,257 | ||||||||||||
| Revenues from LPG sales | 6,181 | 2,943 | 1,710 | 1,358 | ||||||||||||
| Total revenue from contracts with customers | **** | 2,474,197 | **** | **** | 1,647,768 | **** | **** | 719,064 | **** | **** | 471,318 | **** | ||||
| Distribution channels | Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exports of crude oil | 1,494,529 | 807,526 | 468,227 | 262,152 | ||||||||||||
| Local crude oil | 890,383 | 765,543 | 233,091 | 192,551 | ||||||||||||
| Local natural gas | 71,228 | 51,898 | 13,614 | 11,328 | ||||||||||||
| Exports of natural gas | 11,876 | 19,858 | 2,422 | 3,929 | ||||||||||||
| LPG sales | 6,181 | 2,943 | 1,710 | 1,358 | ||||||||||||
| Total revenue from contracts with customers | **** | 2,474,197 | **** | **** | 1,647,768 | **** | **** | 719,064 | **** | **** | 471,318 | **** | ||||
14
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 5. Cost of sales
5.1 Operating costs
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fees and compensation for services | 115,185 | 62,006 | 30,620 | 20,470 | ||||||||||||
| Salaries and payroll taxes | 34,108 | 27,310 | 10,047 | 7,526 | ||||||||||||
| Employee benefits | 11,785 | 9,333 | 2,915 | 2,832 | ||||||||||||
| Easements and fees | 6,604 | 3,288 | 1,488 | 876 | ||||||||||||
| Consumption of materials and spare parts | 6,422 | 4,377 | 2,264 | 1,240 | ||||||||||||
| Transport | 4,454 | 4,221 | 1,598 | 1,532 | ||||||||||||
| Other | 8,387 | 5,991 | 1,873 | 2,080 | ||||||||||||
| Total operating costs | **** | 186,945 | **** | **** | 116,526 | **** | **** | 50,805 | **** | **** | 36,556 | **** | ||||
5.2 Crude oil stock fluctuation
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Crude oil stock at beginning of the year/period<br><br><br>(Note 18) | 4,384 | 2,664 | 10,076 | 471 | ||||||||||||
| Increase from Business Combination (Note 29) | 1,451 | — | — | — | ||||||||||||
| Less: Crude oil stock at end of the year/period (Note 18) | (6,881 | ) | (4,384 | ) | (6,881 | ) | (4,384 | ) | ||||||||
| Total crude oil stock fluctuation | **** | (1,046 | ) | **** | (1,720 | ) | **** | 3,195 | **** | **** | (3,913 | ) | ||||
5.3 Royalties and others
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Royalties | 271,665 | 184,441 | 74,630 | 54,569 | ||||||||||||
| Export duties | 73,684 | 59,509 | 19,651 | 19,327 | ||||||||||||
| Total royalties and others | **** | 345,349 | **** | **** | 243,950 | **** | **** | 94,281 | **** | **** | 73,896 | **** | ||||
Note 6. Selling expenses
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transport | 114,587 | 88,257 | 28,634 | 47,018 | ||||||||||||
| Sea freight | 29,840 | — | 29,840 | — | ||||||||||||
| Taxes, rates and contributions | 28,344 | 24,960 | 7,418 | 6,368 | ||||||||||||
| Fees and compensation for services | 26,070 | 15,481 | 11,239 | 6,208 | ||||||||||||
| Tax on bank account transactions | 19,187 | 11,636 | 4,652 | 2,933 | ||||||||||||
| Allowances for expected credit losses | 44 | — | — | — | ||||||||||||
| Total selling expenses | **** | 218,072 | **** | **** | 140,334 | **** | **** | 81,783 | **** | **** | 62,527 | **** | ||||
15
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 7. General and administrative expenses
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share-based payments | 55,989 | 34,923 | 18,071 | 6,285 | ||||||||||||
| Salaries and payroll taxes | 42,570 | 37,587 | 11,388 | 10,403 | ||||||||||||
| Fees and compensation for services | 21,440 | 13,377 | 6,779 | 4,227 | ||||||||||||
| Personal assets tax | 10,018 | 8,016 | 11,122 | 8,132 | ||||||||||||
| Employee benefits | 6,892 | 6,020 | 1,978 | 2,009 | ||||||||||||
| Taxes, rates and contributions | 2,489 | 1,670 | 1,859 | 946 | ||||||||||||
| Institutional promotion and advertising | 2,347 | 2,324 | 416 | 1,139 | ||||||||||||
| Other | 5,964 | 5,037 | 1,006 | 2,066 | ||||||||||||
| Total general and administrative expenses | **** | 147,709 | **** | **** | 108,954 | **** | **** | 52,619 | **** | **** | 35,207 | **** | ||||
Note 8. Other operating income and expenses
8.1 Other operating income
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gain from Business Combination ^(1)^ | 490,530 | — | — | — | ||||||||||||
| Gain from Exports Increase Program<br>^(2)^ | 4,961 | 45,201 | — | 8,898 | ||||||||||||
| Other income | 17,302 | 8,926 | 8,509 | (2,431 | ) | |||||||||||
| Total other operating income | **** | 512,793 | **** | **** | 54,127 | **** | **** | 8,509 | **** | **** | 6,467 | **** | ||||
| ^(1)^ | See Note 1.2.2 and 29. | |||||||||||||||
| --- | --- | |||||||||||||||
| ^(2)^ | For the years ended December 31, 2025 and 2024, including 5,378 and 43,911 of gain, net of related costs,<br>respectively (see Note 2.5.2 of the annual consolidated financial statements as of December 31, 2024). | |||||||||||||||
| --- | --- |
8.2 Other operatingexpenses
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restructuring expenses ^(1)^ | (29,875 | ) | — | (1,154 | ) | — | ||||||||||
| (Provision for) materials and spare parts obsolescence ^(2)^ | (1,571 | ) | (214 | ) | (690 | ) | (40 | ) | ||||||||
| (Provision for) contingencies ^(2)^ | (735 | ) | (688 | ) | (58 | ) | 33 | |||||||||
| (Provision for) environmental remediation<br>^(2)^ | (201 | ) | (359 | ) | (46 | ) | (57 | ) | ||||||||
| Total other operating expenses | **** | (32,382 | ) | **** | (1,261 | ) | **** | (1,948 | ) | **** | (64 | ) | ||||
| ^(1)^ | The Company booked restructuring expenses including payments, fees and transaction costs related to the changes<br>in the Group´s structure. | |||||||||||||||
| --- | --- | |||||||||||||||
| ^(2)^ | These transactions did not generate cash flows. For the years ended December 31, 2025 and 2024, including<br>1,600 and 751, respectively, related to payments of contingencies. | |||||||||||||||
| --- | --- |
16
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 9. Financial income (expense), net
9.1 Interest income
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial interest | 10,594 | 4,535 | 1,661 | 1,375 | ||||||||||||
| Total interest income | **** | 10,594 | **** | **** | 4,535 | **** | **** | 1,661 | **** | **** | 1,375 | **** | ||||
9.2 Interest expense
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings interest (Note 16.2) | (163,356 | ) | (62,499 | ) | (50,096 | ) | (25,361 | ) | ||||||||
| Total interest expense | **** | (163,356 | ) | **** | (62,499 | ) | **** | (50,096 | ) | **** | (25,361 | ) | ||||
9.3 Other financial income (expense)
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized cost (Note 16.2) | (7,880 | ) | (1,649 | ) | (54 | ) | (589 | ) | ||||||||
| Net changes in foreign exchange rate | (144 | ) | (453 | ) | (15,006 | ) | 1,852 | |||||||||
| Discount of assets and liabilities at present value | (23,652 | ) | 933 | (9,833 | ) | 1,341 | ||||||||||
| Changes in the fair value of financial assets | 18,471 | 14,120 | 4,364 | 7,103 | ||||||||||||
| Interest expense on lease liabilities (Note 13) | (3,320 | ) | (3,093 | ) | (755 | ) | (835 | ) | ||||||||
| Discount for well plugging and abandonment | (2,434 | ) | (1,312 | ) | (691 | ) | (449 | ) | ||||||||
| Other taxes interest ^(1)^ | (55,101 | ) | — | (1,974 | ) | — | ||||||||||
| Other ^(2)^ | (14,123 | ) | 14,855 | (513 | ) | 10,836 | ||||||||||
| Total other financial income (expense) | **** | (88,183 | ) | **** | 23,401 | **** | **** | (24,462 | ) | **** | 19,259 | **** | ||||
| ^(1)^ | For the year ended December 31, 2025, including 22,045 of payments. | |||||||||||||||
| --- | --- | |||||||||||||||
| ^(2)^ | For the years ended December 31, 2025 and 2024, including (losses) and income for 6,175, respectively.<br>These transactions did not generate cash flows | |||||||||||||||
| --- | --- |
Note 10. Earnings per share
10.1 Basic
Basic earnings per share is calculated by dividing the Company’s profit by the weighted average number of ordinary shares outstanding during the year / period.
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the year / period, net | 719,063 | 477,521 | 85,695 | 93,771 | ||||||||||||
| Weighted average number of ordinary shares | 102,499,637 | 95,906,449 | 104,269,588 | 95,223,600 | ||||||||||||
| Basic earnings per share | **** | 7.015 | **** | **** | 4.979 | **** | **** | 0.822 | **** | **** | 0.985 | **** | ||||
17
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
10.2 Diluted
Diluted earnings per share is calculated by dividing the Company’s profit by the weighted average number of ordinary shares outstanding during the year / period, plus the weighted average of dilutive potential ordinary shares.
Potential ordinary shares will be considered dilutive when their conversion to ordinary shares may reduce earnings per share or increase losses per share. They will be considered antidilutive when their conversion to ordinary shares may result in an increase in earnings per share or a reduction in loss per share.
The calculation of diluted earnings per share does not involve a conversion; the exercise or other issue of shares that may have an antidilutive effect on loss per share, or when the exercise price is higher than the average price of ordinary shares during the year / period, no dilution effect is booked, as diluted earnings per share is equal to basic earnings per share.
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit for the year / period, net | 719,063 | 477,521 | 85,695 | 93,771 | ||||||||||||
| Weighted average number of ordinary shares<br>^(1)^ | 107,212,399 | 103,077,629 | 108,871,234 | 102,721,610 | ||||||||||||
| Diluted earnings per share | **** | 6.707 | **** | **** | 4.633 | **** | **** | 0.787 | **** | **** | 0.913 | **** | ||||
| ^(1)^ | As of December 31, 2025, the Company has 104,299,705 outstanding shares that cannot exceed 106,078,535<br>shares. | |||||||||||||||
| --- | --- |
Likewise, in accordance with IFRS accounting standards the average number of ordinary shares with a potential dilutive effect amount to 107,212,399.
18
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 11. Property, plant and equipment
The changes in property, plant and equipment for the year ended December 31, 2025 are as follows:
| Land andbuildings | Vehicles, machinery,facilities, computerhardware and furnitureand fixtures | Oil and gasproperties | Production wellsand facilities^^ | Works inprogress | Materials andspare parts | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||||||||||||||||||||
| Amounts as of December 31, 2024 | **** | 8,264 | **** | **** | 54,066 | **** | **** | 500,908 | **** | **** | 3,216,787 | **** | **** | 191,207 | **** | **** | 89,085 | **** | **** | 4,060,317 | **** | |||||
| Additions | — | — | **** | — | **** | 5,397 | ^(1)^ | 1,172,098 | 153,008 | 1,330,503 | ||||||||||||||||
| Additions of Farmout Agreement ^(2)^ | — | — | 29,295 | 80,243 | — | — | 109,538 | |||||||||||||||||||
| Additions of Business Combination | — | 867 | 570,092 | ^(3)^ | 1,043,763 | 385,249 | 55,546 | 2,055,517 | ||||||||||||||||||
| Transfers | 84 | 4,551 | **** | — | **** | 1,306,142 | (1,149,562 | ) | (161,215 | ) | — | |||||||||||||||
| Disposals | — | (23 | ) | — | (1,730 | ) | — | — | (1,753 | ) | ||||||||||||||||
| Impairment of long-lived assets ^(4)^ | (6 | ) | (549 | ) | (20,295 | ) | (21,997 | ) | (2,182 | ) | (226 | ) | (45,255 | ) | ||||||||||||
| Amounts as of December 31, 2025 | **** | 8,342 | **** | **** | 58,912 | **** | **** | 1,080,000 | **** | **** | 5,628,605 | **** | **** | 596,810 | **** | **** | 136,198 | **** | **** | 7,508,867 | **** | |||||
| Accumulated depreciation | ||||||||||||||||||||||||||
| Amounts as of December 31, 2024 | **** | (232 | ) | **** | (21,463 | ) | **** | (101,791 | ) | **** | (1,130,848 | ) | **** | — | **** | **** | — | **** | **** | (1,254,334 | ) | |||||
| Depreciation | — | (7,179 | ) | (70,769 | ) | (640,709 | ) | **** | — | **** | **** | — | **** | (718,657 | ) | |||||||||||
| Disposals | — | 23 | — | 107 | **** | — | **** | **** | — | **** | 130 | |||||||||||||||
| Impairment of long-lived assets<br>^(4)^ | — | 421 | 1,341 | 5,264 | **** | — | **** | **** | — | **** | 7,026 | |||||||||||||||
| Amounts as of December 31, 2025 | **** | (232 | ) | **** | (28,198 | ) | **** | (171,219 | ) | **** | (1,766,186 | ) | **** | — | **** | **** | — | **** | **** | (1,965,835 | ) | |||||
| Net value | ||||||||||||||||||||||||||
| Amounts as of December 31, 2025 | **** | 8,110 | **** | **** | 30,714 | **** | **** | 908,781 | **** | **** | 3,862,419 | **** | **** | 596,810 | **** | **** | 136,198 | **** | **** | 5,543,032 | **** | |||||
| Amounts as of December 31, 2024 | **** | 8,032 | **** | **** | 32,603 | **** | **** | 399,117 | **** | **** | 2,085,939 | **** | **** | 191,207 | **** | **** | 89,085 | **** | **** | 2,805,983 | **** | |||||
| ^(1)^ | Related to the re-estimation of well plugging and abandonment. This<br>transaction did not generate cash flows. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| ^(2)^ | See Note 1.2.1. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| ^(3)^ | Including 461,453 related to the acquisition of Vista Lach. See Note 1.2.2 and 29. | |||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||
| ^(4)^ | See Note 2.4.1. | |||||||||||||||||||||||||
| --- | --- |
19
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 12. Goodwill and other intangible assets
Below are the changes in goodwill and other intangible assets for the year ended December 31, 2025:
| Goodwill | Other intangible assets | |||||||
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Amounts as of December 31, 2024 | **** | 22,576 | **** | **** | 35,724 | **** | ||
| Additions^^ | — | 11,720 | ||||||
| Impairment of long-lived assets ^(1)^ | — | (365 | ) | |||||
| Amounts as of December 31, 2025 | **** | 22,576 | **** | **** | 47,079 | **** | ||
| Accumulated amortization | ||||||||
| Amounts as of December 31, 2024 | **** | — | **** | **** | (20,281 | ) | ||
| Amortization | **** | — | **** | (8,655 | ) | |||
| Impairment of long-lived assets<br>^(1)^ | **** | — | **** | 342 | ||||
| Amounts as of December 31, 2025 | **** | — | **** | **** | (28,594 | ) | ||
| Net value | ||||||||
| Amounts as of December 31, 2025 | **** | 22,576 | **** | **** | 18,485 | **** | ||
| Amounts as of December 31, 2024 | **** | 22,576 | **** | **** | 15,443 | **** | ||
| ^(1)^ | See Note 2.4.1. | |||||||
| --- | --- |
Note 13. Right-of-use assets and lease liabilities
The carrying amount of the Company’s right-of-use assets and lease liabilities, as well as the changes for the year ended December 31, 2025, are detailed below:
| Right-of-use assets | Total leaseliabilities | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land andBuildings | Facilities andmachinery | Total | ||||||||||||||
| Amounts as of December 31, 2024 | **** | 15,551 | **** | **** | 89,782 | **** | **** | 105,333 | **** | **** | (95,660 | ) | ||||
| Additions of Business Combination<br>^(1)^ | 499 | — | 499 | (594 | ) | |||||||||||
| Additions, net | 836 | 124,395 | 125,231 | (125,223 | ) | |||||||||||
| Depreciation ^(2)^ | (844 | ) | (76,936 | ) | (77,780 | ) | — | |||||||||
| Payments | — | — | — | 90,772 | ||||||||||||
| Interest expense ^(3)^ | — | — | — | (13,198 | ) | |||||||||||
| Amounts as of December 31, 2025 | **** | 16,042 | **** | **** | 137,241 | **** | **** | 153,283 | **** | **** | (143,903 | ) | ||||
| ^(1)^ | See Note 1.2.2 and 29. | |||||||||||||||
| --- | --- | |||||||||||||||
| ^(2)^ | Including the depreciation of drilling services capitalized as “Works in progress” for 66,189.<br> | |||||||||||||||
| --- | --- | |||||||||||||||
| ^(3)^ | Including drilling agreements capitalized as “Works in progress” for 9,878. | |||||||||||||||
| --- | --- |
Short-term and low-value lease agreements were recognized under “General and administrative expenses” in the statements of profit or loss and other comprehensive income for 194 and 121 for the years ended December 31, 2025 and 2024, respectively.
20
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 14. Income tax
The most significant components of the income tax expense in the statements of profit or loss and other comprehensive income of these interim condensed consolidated financial statements are as follows:
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income tax | ||||||||||||||||
| Current income tax | (241,657 | ) | (426,288 | ) | (91,930 | ) | (106,897 | ) | ||||||||
| Deferred income tax | (43,951 | ) | 312,982 | 39,231 | 75,981 | |||||||||||
| Income tax (expense) charged to statement of profit or loss | **** | (285,608 | ) | **** | (113,306 | ) | **** | (52,699 | ) | **** | (30,916 | ) | ||||
| Deferred income tax charged to other comprehensive income | (13 | ) | 3,570 | (678 | ) | (1,639 | ) | |||||||||
| Total income tax (expense) | **** | (285,621 | ) | **** | (109,736 | ) | **** | (53,377 | ) | **** | (32,555 | ) | ||||
For the year ended December 31, 2025 and 2024, the Company’s effective rate was 28% and 19%, respectively. The differences between the effective and statutory rate mainly include: (i) the application of the tax adjustment for inflation in Argentina; (ii) the depreciation of the ARS with respect to the USD affecting the Company’s tax deductions of nonmonetary assets; (iii) the accumulative tax losses not recognized in the period; and (iv) the Gain from Business Combination (Note 8.1).
See Note 30 to the annual consolidated financial statements as of December 31, 2024.
Note 15. Trade and other receivables
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Noncurrent | ||||||||
| Other receivables: | ||||||||
| Prepayments, tax receivables and other: | ||||||||
| Advance payments for transportation services^^(Note 27) | 311,087 | 134,436 | ||||||
| Receivables related to the transfer of conventional assets ^(1)^ | 40,945 | 57,194 | ||||||
| Prepaid expenses and other receivables | 19,409 | 11,820 | ||||||
| Income tax | 785 | — | ||||||
| Turnover tax | 670 | 164 | ||||||
| **** | 372,896 | **** | **** | 203,614 | **** | |||
| Financial assets: | ||||||||
| Loans to employees | 130 | 411 | ||||||
| Receivables from joint operations | — | 1,243 | ||||||
| **** | 130 | **** | **** | 1,654 | **** | |||
| Total noncurrent trade and other receivables | **** | 373,026 | **** | **** | 205,268 | **** | ||
| Current | ||||||||
| Trade: | ||||||||
| Oil and gas accounts receivable (net of allowance for expected credit losses) | 186,403 | 77,351 | ||||||
| **** | 186,403 | **** | **** | 77,351 | **** | |||
| Other receivables: | ||||||||
| Prepayments, tax credits and other: | ||||||||
| Value Added tax | 77,160 | 90,704 | ||||||
| Advance payments for transportation services (Note 27) | 26,098 | 7,054 | ||||||
| Receivables related to the transfer of conventional assets ^(1)^ | 23,984 | 46,018 | ||||||
| Income tax | 9,283 | 4,431 | ||||||
| Prepaid expenses and other receivables | 7,253 | 9,322 | ||||||
| Turnover tax | 3,047 | 2,867 | ||||||
| **** | 146,825 | **** | **** | 160,396 | **** | |||
21
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets: | ||||||||
| Accounts receivable from third parties^(2)^ | 9,404 | 29,040 | ||||||
| Gas IV Plan (Note 2.5.2.1) | 2,316 | 3,007 | ||||||
| Receivables from joint operations | 1,368 | 5,586 | ||||||
| Advances to directors and loans to employees | 1,033 | 742 | ||||||
| Balances with related parties (Note 26) | — | 4,741 | ||||||
| Other | 332 | 632 | ||||||
| **** | 14,453 | **** | **** | 43,748 | **** | |||
| Other receivables | **** | 161,278 | **** | **** | 204,144 | **** | ||
| Total current trade and other receivables | **** | 347,681 | **** | **** | 281,495 | **** | ||
| ^(1)^ | Related to the agreement signed with Tango Energy Argentina S.A. (“Tango” formerly known as<br>Petrolera Aconcagua Energía S.A.) connected with the transfer of conventional assets (“transfer of conventional assets”). For the years ended December 31, 2025 and 2024, the Company recognized 29,016 and 33,570 respectively,<br>mainly related to the amortization of the account receivable, in the unaudited interim condensed consolidated statement of profit or loss under “Other non-cash costs related to the transfer of<br>conventional assets”. Additionally, for the year ended December 31, 2025, and 2024, the Company received 5,734 and 10,734, respectively, related to the transfer of conventional assets (See Note 3.2.7 to the annual consolidated financial<br>statements as of December 31, 2024). | |||||||
| --- | --- | |||||||
| ^(2)^ | As of December 31, 2024, includes 13,200 with Tango, related to the extension of the Concessions. (See<br>Note 28.5 to the annual consolidated financial statements as of December 31, 2024). | |||||||
| --- | --- |
Due to the short-term nature of current trade and other receivables, it carrying amount is considered similar to its fair value. The fair values of noncurrent trade and other receivables do not differ significantly from it carrying amounts either.
As of December 31, 2025, in general, accounts receivable has a 20-day term for sales of crude oil and a 51-day term for sales of natural gas and LPG.
The Company sets up a provision for trade receivables when there is information showing that the debtor is facing severe financial difficulties and that there is no realistic probability of recovery, for example, when the debtor goes into liquidation or files for bankruptcy proceedings. Trade receivables that are derecognized are not subject to compliance activities. The Company recognized an allowance for expected credit losses against all trade receivables that are 90 days past due because based on its history these receivables are generally not recovered.
As of December 31, 2025, and 2024, the provision for expected credit losses was recorded for 70 and 41 respectively.
As of the date of these interim condensed consolidated financial statements, maximum exposure to credit risk is related to the carrying amount of each class of accounts receivable.
Note 16. Financial assets and liabilities
16.1 Borrowings
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Noncurrent | ||||||||
| Borrowings | 2,803,982 | 1,402,343 | ||||||
| Total noncurrent | **** | 2,803,982 | **** | **** | 1,402,343 | **** | ||
| Current | ||||||||
| Borrowings | 350,095 | 46,224 | ||||||
| Total current | **** | 350,095 | **** | **** | 46,224 | **** | ||
| Total Borrowings | **** | 3,154,077 | **** | **** | 1,448,567 | **** | ||
22
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Below are the maturity dates of Company borrowings (excluding lease liabilities) and their exposure to interest rates:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fixed interest | ||||||||
| Less than 1 year | 322,766 | 45,381 | ||||||
| From 1 to 2 years | 348,369 | 185,356 | ||||||
| From 2 to 5 years | 392,044 | 404,395 | ||||||
| Over 5 years | 1,666,879 | 787,592 | ||||||
| Total | **** | 2,730,058 | **** | **** | 1,422,724 | **** | ||
| Variable interest | ||||||||
| Less than 1 year | 27,329 | 843 | ||||||
| From 1 to 2 years | 105,677 | 25,000 | ||||||
| From 2 to 5 years | 291,013 | — | ||||||
| Over 5 years | — | — | ||||||
| Total | **** | 424,019 | **** | **** | 25,843 | **** | ||
| Total Borrowings | **** | 3,154,077 | **** | **** | 1,448,567 | **** | ||
See Note 16.4 for information on the fair value of the borrowings.
The carrying amounts of Vista Argentina’s and Vista Lach’s borrowings as of December 31, 2025 and 2024 are as follows:
i) Loans:
| Company | Execution date | Currency | Principal | Interest | Annualrate | Maturity date | As of<br>December 31,2025 | As of<br>December 31,2024 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Santander International | January, 2021 | 11,700 | Fixed | 1.80 | % | January, 2026 | 68 | ^(1)^ | 68 | ^(1)^ | ||||||||||||
| Santander International | July, 2021 | 43,500 | Fixed | 2.05 | % | July, 2026 | 77 | ^(1)^ | 79 | ^(1)^ | ||||||||||||
| Santander International | January, 2022 | 13,500 | Fixed | 2.45 | % | January, 2027 | 28 | ^(1)^ | 28 | ^(1)^ | ||||||||||||
| ConocoPhillips Company | January, 2022 | 25,000 | Variable | SOFR <br> <br>+ 2.01 | ^(2)^ <br> <br>% | September, 2026 | 25,734 | 25,843 | ||||||||||||||
| Citibank N.A. | April, 2024 | -linked (3) | 45,000 | Fixed | 5.00 | % | April, 2026 | 20,108 | ^(4)^ | 20,009 | ||||||||||||
| Banco Patagonia S.A. | July, 2024 | 548 | Fixed | 11.00 | % | January, 2025 | — | 144 | ||||||||||||||
| Citibank N.A. | January, 2025 | -linked (3) | 25,000 | Fixed | 5.00 | % | April, 2026 | 25,160 | ^(4)^ | — | ||||||||||||
| Citibank N.A. | May, 2025 | -linked (3) | 40,000 | Fixed | 5.00 | % | May, 2027 | 40,143 | ^(4)^ | — | ||||||||||||
| Citibank N.A. | June, 2025 | -linked (3) | 10,000 | Fixed | 5.00 | % | May, 2027 | 10,037 | ^(4)^ | — | ||||||||||||
| Banco de Galicia y Buenos Aires S.A.U. | July, 2025 | 100,000 | Fixed | 8.80 | % | July, 2030 | 100,927 | ^(4)^ | — | |||||||||||||
| Industrial and Commercial Bank of China S.A.U. | July, 2025 | 50,000 | Variable | SOFR <br> <br>+ 4.00 | ^(2)^ <br> <br>% | July, 2030 | 50,255 | ^(4)^ | — | |||||||||||||
| Itaú Unibanco S.A., Nassau Branch | July, 2025 | 250,000 | Variable | SOFR <br> <br>+ 4.50 | ^(2)^ <br> <br>% | July, 2030 | 246,931 | ^(4)^ | — | |||||||||||||
| Industrial and Commercial Bank of China S.A.U. | July, 2025 | 100,000 | Variable | SOFR <br> <br>+ 4.00 | ^(2)^ <br> <br>% | July, 2030 | 101,099 | ^(4)^ | — | |||||||||||||
| BBVA Argentina S.A. | December, 2025 | 40,000 | Fixed | 3.50 | % | April, 2026 | 40,008 | — | ||||||||||||||
| **** | Vista Argentina´s loans | **** | 660,575 | **** | **** | 46,171 | **** | |||||||||||||||
All values are in US Dollars.
23
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| Company | Execution date | Currency | Principal | Interest | Annualrate | Maturity date | As of<br>December 31,2025 | As of<br>December 31,2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Banco de Galicia y Buenos Aires S.A.U. | March, 2025 | 30,000 | Fixed | 7.60 | % | March, 2026 | 31,836 | — | |||||||||||||||||
| Banco de Galicia y Buenos Aires S.A.U. | May, 2025 | 30,000 | Fixed | 6.25 | % | January, 2026 | 410 | — | |||||||||||||||||
| Banco de Galicia y Buenos Aires S.A.U. | June, 2025 | 20,000 | Fixed | 8.00 | % | January, 2026 | 20,912 | — | |||||||||||||||||
| **** | Vista Lach´s loans | **** | 53,158 | **** | **** | — | **** | ||||||||||||||||||
| **** | Total loans | **** | 713,733 | **** | **** | 46,171 | **** | ||||||||||||||||||
All values are in US Dollars.
ii) Corporate Bond (“ON” by by its Spanish acronym), issued by Vista Argentina, under the name “Programa de Notas” approved by National Securities Commission in Argentina (“CNV” by its Spanish acronym).:
| Instrument | Execution<br>date | Currency | Principal | Interest | Annualrate | Maturity<br>date | As of<br>December 31,2025 | As ofDecember 31,2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ON XII | August, 2021 | -linked (3) | 100,769 | Fixed | 5.85 | % | August, 2031 | 87,233 | 97,467 | ||||||||||||||||
| ON XV | December, 2022 | 13,500 | Fixed | 4.00 | % | January, 2025 | — | 13,539 | |||||||||||||||||
| ON XVI | December, 2022 | -linked (3) | 104,236 | Fixed | 0.00 | % | June, 2026 | 104,151 | 103,954 | ||||||||||||||||
| ON XVII | December, 2022 | -linked (3) | 39,118 | Fixed | 0.00 | % | December, 2026 | 39,064 | 37,805 | ^(5)^ | |||||||||||||||
| ON XVIII | March, 2023 | -linked (3) | 118,542 | Fixed | 0.00 | % | March, 2027 | 118,319 | 115,657 | ^(5)^ | |||||||||||||||
| ON XIX | March, 2023 | -linked (3) | 16,458 | Fixed | 1.00 | % | March, 2028 | 16,432 | 16,414 | ||||||||||||||||
| ON XX | June, 2023 | 13,500 | Fixed | 4.50 | % | July, 2025 | — | 13,477 | |||||||||||||||||
| ON XXI | August, 2023 | -linked (3) | 70,000 | Fixed | 0.99 | % | August, 2028 | 69,899 | 67,170 | ^(5)^ | |||||||||||||||
| ON XXII | December, 2023 | 14,669 | Fixed | 5.00 | % | June, 2026 | 14,726 | 14,657 | |||||||||||||||||
| ON XXIII | March, 2024 | 92,203 | Fixed | 6.50 | % | March, 2027 | 73,463 | ^(5)^ | 73,291 | ^(5)^ | |||||||||||||||
| ON XXIV | May, 2024 | 46,562 | Fixed | 8.00 | % | May, 2029 | 46,942 | 46,860 | |||||||||||||||||
| ON XXV | July, 2024 | -linked (3) | 53,195 | Fixed | 3.00 | % | July, 2028 | 53,239 | 53,111 | ||||||||||||||||
| ON XXVI | October, 2024 | 150,000 | Fixed | 7.65 | % | October, 2031 | 151,747 | 151,573 | |||||||||||||||||
| ON XXVII | December, 2024 | 600,000 | Fixed | 7.63 | % | December, 2035 | 597,954 | ^(4)^ | 597,421 | ^(4)^ | |||||||||||||||
| ON XXVIII | March, 2025 | 92,414 | Fixed | 7.50 | % | March, 2030 | 94,038 | — | |||||||||||||||||
| ON XXIX | June, 2025 | 900,000 | Fixed | 8.50 | % | June, 2033 | 899,341 | ^(4)^ | — | ||||||||||||||||
| ON XXX | October, 2025 | 73,256 | Fixed | 6.00 | % | April, 2027 | 73,796 | — | |||||||||||||||||
| **** | Total ONs | **** | **** | 2,440,344 | **** | **** | 1,402,396 | **** | |||||||||||||||||
| **** | Total Borrowings | **** | **** | 3,154,077 | **** | **** | 1,448,567 | **** | |||||||||||||||||
All values are in US Dollars.
| ^(1)^ | As of December 31, 2025 and 2024, it includes 24,350 of collateralized capital. The carrying amount<br>corresponds to interest. |
|---|---|
| ^(2)^ | Secured Overnight Financing Rate (“SOFR”). |
| --- | --- |
| ^(3)^ | Subscribed in USD, payable in ARS at the exchange rate applicable on maturity date. |
| --- | --- |
| ^(4)^ | Includes the Company’s obligation to comply with certain financial ratios and debt service coverage<br>requirements (the “covenants”). Non-compliance with these covenants could restrict the ability of the Company and its subsidiaries to, among other things, pay dividends, provide guarantees, incur<br>additional indebtedness, or dispose of material assets. As of December 31, 2025, the Company was in compliance with all financial covenants and other commitments associated with such borrowings and ON. |
| --- | --- |
| ^(5)^ | As of December 31, 2025, the carrying amount of ON XXIII include 20,000 ONs repurchased by the Company,<br>and as of December 31, 2024, the carrying amounts of ONs XVII; XVIII; XXI and XXIII include 1,200; 2,500; 2,650 and 20,000, respectively, of ONs repurchased by the Company. |
| --- | --- |
24
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
See Note 30 for information on subsequent events.
Under the aforementioned program, Vista Argentina may list ON in Argentina for a total principal up to 3,000,000 or its equivalent in other currencies at any time.
16.2 Changes in liabilities from financing activities
Changes in the borrowings were as follows:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts at beginning of year | **** | 1,448,567 | **** | **** | 616,055 | **** | ||
| Proceeds from borrowings | 2,838,173 | 1,320,897 | ||||||
| Proceeds from borrowings of Business Combination (Note 29) | 50,505 | — | ||||||
| Payment of borrowings principal | (1,173,623 | ) | (470,351 | ) | ||||
| Payment of borrowings interest | (148,310 | ) | (53,897 | ) | ||||
| Payment of borrowings cost | (17,935 | ) | (7,631 | ) | ||||
| Borrowings interest ^(1)^ (Note 9.2) | 163,356 | 62,499 | ||||||
| Amortized cost ^(1)^ (Note 9.3) | 7,880 | 1,649 | ||||||
| Changes in foreign exchange rate ^(1)^ | (14,536 | ) | (20,654 | ) | ||||
| Amounts at end of year | **** | 3,154,077 | **** | **** | 1,448,567 | **** | ||
| ^(1)^ | These transactions did not generate cash flows. | |||||||
| --- | --- |
16.3 Financial instruments by category
The following chart includes the financial instruments broken down by category:
| As of December 31, 2025 | Financial assets /liabilities atamortized cost | Financial assets /liabilities at fairvalue | Total financialassets / liabilities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||||
| Plan assets (Note 25) | — | 1,865 | 1,865 | |||||||||
| Trade and other receivables (Note 15) | 130 | — | 130 | |||||||||
| Total noncurrent financial assets | **** | 130 | **** | **** | 1,865 | **** | **** | 1,995 | **** | |||
| Cash, bank balances and other short-term investments (Note 19) | 90,414 | 109,433 | 199,847 | |||||||||
| Trade and other receivables (Note 15) | 200,856 | — | 200,856 | |||||||||
| Total current financial assets | **** | 291,270 | **** | **** | 109,433 | **** | **** | 400,703 | **** | |||
| Liabilities | ||||||||||||
| Borrowings (Note 16.1) | 2,803,982 | — | 2,803,982 | |||||||||
| Trade and other payables (Note 24) | 292,236 | — | 292,236 | |||||||||
| Lease liabilities (Note 13) | 88,451 | — | 88,451 | |||||||||
| Total noncurrent financial liabilities | **** | 3,184,669 | **** | **** | — | **** | **** | 3,184,669 | **** | |||
| Borrowings (Note 16.1) | 350,095 | — | 350,095 | |||||||||
| Trade and other payables (Note 24) | 419,130 | — | 419,130 | |||||||||
| Lease liabilities (Note 13) | 55,452 | — | 55,452 | |||||||||
| Total current financial liabilities | **** | 824,677 | **** | **** | — | **** | **** | 824,677 | **** | |||
| As of December 31, 2024 | Financial assets /<br>liabilities atamortized cost | Financial assets /liabilities at fairvalue | Total financialassets / liabilities | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | ||||||||||||
| Trade and other receivables (Note 15) | 1,654 | — | 1,654 | |||||||||
| Total noncurrent financial assets | **** | 1,654 | **** | **** | — | **** | **** | 1,654 | **** | |||
25
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2024 | Financial assets /<br>liabilities atamortized cost | Financial assets /liabilities at fairvalue | Total financialassets / liabilities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash, bank balances and other short-term investments (Note 19) | 119,841 | 124,065 | 243,906 | |||||||||
| Trade and other receivables (Note 15) | 121,099 | — | 121,099 | |||||||||
| Total current financial assets | **** | 240,940 | **** | **** | 124,065 | **** | **** | 365,005 | **** | |||
| Liabilities | ||||||||||||
| Borrowings (Note 16.1) | 1,402,343 | — | 1,402,343 | |||||||||
| Lease liabilities (Note 13) | 37,638 | — | 37,638 | |||||||||
| Total noncurrent financial liabilities | **** | 1,439,981 | **** | **** | — | **** | **** | 1,439,981 | **** | |||
| Borrowings (Note 16.1) | 46,224 | — | 46,224 | |||||||||
| Trade and other payables (Note 24) | 487,186 | — | 487,186 | |||||||||
| Lease liabilities (Note 13) | 58,022 | — | 58,022 | |||||||||
| Total current financial liabilities | **** | 591,432 | **** | **** | — | **** | **** | 591,432 | **** | |||
Below are income, expenses, profit, or loss from each category of financial instrument:
For the year ended December 31, 2025:
| Financial<br>assets/liabilities<br>at amortized cost | Financial<br>assets/liabilitiesat fair value | Total financialassets / liabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest income (Note 9.1) | 10,594 | — | 10,594 | |||||||||
| Interest expense (Note 9.2) | (163,356 | ) | — | (163,356 | ) | |||||||
| Amortized cost (Note 9.3) | (7,880 | ) | — | (7,880 | ) | |||||||
| Net changes in foreign exchange rate (Note 9.3) | (144 | ) | — | (144 | ) | |||||||
| Discount of assets and liabilities at present value (Note 9.3) | (23,652 | ) | — | (23,652 | ) | |||||||
| Changes in the fair value of financial assets (Note 9.3) | — | 18,471 | 18,471 | |||||||||
| Interest expense on lease liabilities (Note 9.3) | (3,320 | ) | — | (3,320 | ) | |||||||
| Discount for well plugging and abandonment (Note 9.3) | (2,434 | ) | — | (2,434 | ) | |||||||
| Other taxes interests (Note 9.3) | (55,101 | ) | — | (55,101 | ) | |||||||
| Other (Note 9.3) | (14,123 | ) | — | (14,123 | ) | |||||||
| Total | **** | (259,416 | ) | **** | 18,471 | **** | **** | (240,945 | ) | |||
For the year ended December 31, 2024:
| Financialassets/liabilities<br>at amortized cost | Financialassets/liabilitiesat fair value | Total financialassets / liabilities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Interest income (Note 9.1) | 4,535 | — | 4,535 | ||||||||
| Interest expense (Note 9.2) | (62,499 | ) | — | (62,499 | ) | ||||||
| Amortized cost (Note 9.3) | (1,649 | ) | — | (1,649 | ) | ||||||
| Net changes in foreign exchange rate (Note 9.3) | (453 | ) | — | (453 | ) | ||||||
| Discount of assets and liabilities at present value (Note 9.3) | 933 | — | 933 | ||||||||
| Changes in the fair value of financial assets (Note 9.3) | — | 14,120 | 14,120 | ||||||||
| Interest expense on lease liabilities (Note 9.3) | (3,093 | ) | — | (3,093 | ) | ||||||
| Discount for well plugging and abandonment (Note 9.3) | (1,312 | ) | — | (1,312 | ) | ||||||
| Other (Note 9.3) | 14,855 | — | 14,855 | ||||||||
| Total | **** | (48,683 | ) | **** | 14,120 | **** | **** | (34,563 | ) | ||
16.4 Fair value
This note includes information on the Company’s method for assessing the fair value of its financial assets and liabilities.
26
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
16.4.1 Fair value of the Company’s financial assets and liabilities measured at fair value on arecurring basis
The Company classifies the measurements at fair value of financial instruments using a fair value hierarchy, which shows the relevance of the variables applied to carry out these measurements. The fair value hierarchy has the following levels:
- Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
- Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices).
- Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is, non-observable data).
The following chart shows the Company’s financial assets measured at fair value as of December 31, 2025 and 2024:
| As of December 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| Plan assets | 1,865 | — | — | 1,865 | ||||||||||||
| Short-term investments | 109,433 | — | — | 109,433 | ||||||||||||
| Total assets | **** | 111,298 | **** | **** | — | **** | **** | — | **** | **** | 111,298 | **** | ||||
| As of December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| Short-term investments | 124,065 | — | — | 124,065 | ||||||||||||
| Total assets | **** | 124,065 | **** | **** | — | **** | **** | — | **** | **** | 124,065 | **** | ||||
The value of financial instruments traded in active markets is based on quoted market prices as of the date of these accompanying unaudited interim condensed consolidated financial statements. A market is considered active when quoted prices are available regularly through a stock exchange, a broker, a specific sector entity or regulatory agency, and these prices reflect regular and current market transactions between parties at arm’s length. The quoted market price used for financial assets held by the Company is the current offer price. These instruments are included in Level 1.
For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. These valuation techniques maximize the use of observable market data, when available, and minimize the use of Company’s specific estimates. Should all significant variables used to establish the fair value of a financial instrument be observable, the instrument is included in Level 2.
Should one or more variables used in determining the fair value not be observable in the market, the financial instrument is included in Level 3.
There were no transfers between Level 1, Level 2 and Level 3 from December 31, 2024, through December 31, 2025.
16.4.2 Fair value of financial assets and liabilities that are not measured at fair value (but require fair value disclosures)
Except for the information included in the following chart, the Company considers that the carrying amounts of financial assets and liabilities recognized in the interim condensed consolidated financial statements approximate to its fair values, as explained in the related notes.
| As of December 31, 2025 | Carrying amount | Fair value | Level | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities | ||||||||||||
| Borrowings | 3,154,077 | 3,181,115 | **** | 2 | **** | |||||||
| Total liabilities | **** | 3,154,077 | **** | **** | 3,181,115 | **** | ||||||
27
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
16.5 Risk management objectives and policies concerning financial instruments
16.5.1 Financial risk factors
The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk.
Financial risk management is included in the Company’s global policies, and it adopts a comprehensive risk management policy focused on tracking risks affecting the entire Company. This strategy aims at striking a balance between profitability targets and risk exposure levels. Financial risks are derived from the financial instruments to which the Company is exposed during each period or as of every period-end.
The Company’s financial department, controls financial risk by identifying, assessing and covering financial risks. The risk management systems and policies are reviewed regularly to show the changes in market conditions and the Company’s activities.
The Company reviewed its exposure to financial risk factors and identified no significant changes in the risk analysis included in its annual consolidated financial statements as of December 31, 2024, except for the following:
16.5.1.1 Market risk
Exchange rate risk
The Company’s financial position and results of operations are sensitive to exchange rate changes between USD and ARS. As of December 31, 2025 and 2024, the Company performed foreign exchange currency transactions, and the impact in the results of the period is recognized in the consolidated statement of profit or loss in “Other financial income (expense)”.
Most Company revenues are denominated in USD, or the changes in sales follow the changes in USD listed price.
During the years ended December 31, 2025 and 2024, ARS depreciated by about 41% and 28%, respectively.
The following chart shows the sensitivity to a modification in the exchange rate of ARS to USD while maintaining the remainder variables constant. Impact on profit before taxes is related to changes in the fair value of monetary assets and liabilities denominated in currencies other than the USD, the Company’s functional currency. The Company’s exposure to changes in foreign exchange rates for the remainder currencies is immaterial.
| As of December 31, 2025 | As of December 31, 2024 | ||
|---|---|---|---|
| Changes in exchange rate: | +/- 10% | +/- 10% | |
| Effect on profit or loss before income taxes | 8,169 / (8,169) | 38,108 / (38,108) | |
| Effect on equity before income taxes | 8,169 / (8,169) | 38,108 / (38,108) |
Interest rate risk
The purpose of interest rate risk management is to minimize finance costs and limit the Company’s exposure to interest rate increases.
Variable-rate indebtedness exposes the Company’s cash flows to interest rate risk due to potential volatility. Fixed-rate indebtedness exposes the Company to interest rate risk on the fair value of its liabilities as they could be considerably higher than variable rates. As of December 31, 2025 and 2024, about 13% and 2% of indebtedness was subject to variable interest rates, respectively.
For the years ended December 31, 2025, and 2024, the average interest rate for borrowings in ARS was 38.08%, and 41.98%, respectively.
For the years ended December 31, 2025, and 2024, the variable interest rate of borrowings denominated in USD stood at 7.97% and 7.42%, respectively.
28
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
The Company expects to lessen its interest rate exposure by analyzing and assessing (i) the different sources of liquidity available in domestic and international financial and capital markets (if available); (ii) alternative (fixed or variable) interest rates, currencies and contractual terms available for companies in a sector, industry and risk similar to the Company’s; and (iii) the availability, access and cost of interest rate hedge contracts. Hence, the Company assesses the impact on profit or loss of each strategy on the obligations that represent the main positions to the main interest-bearing positions.
The Company considers that the risk of an increase in interest rates is low; therefore, it does not expect substantial debt risk.
For the years ended December 31, 2025 and 2024, the Company did not use derivative financial instruments to mitigate interest rate risks.
Note 17. Investments in associates
As of December 31, 2025, and 2024, the Company holds the following interests in associates:
| Company | Equity interest | Income (loss) frominvestments in associates | Investments in<br>associates | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As ofDecember 31,2025 | As ofDecember 31,2024 | Year endedDecember 31,2025 | Period fromOctober 1,throughDecember 31,2025 | As ofDecember 31,2025 | As ofDecember 31,2024 | Main activity | ||||||||||||||||
| VX Ventures AenP | 100 | % | 100 | % | — | — | 14,984 | 11,894 | Holding company | |||||||||||||
| VMOS S.A. | 10.2 | % | 14.1 | % | (5,214 | ) | (1,468 | ) | 30,702 | 12 | Midstream | |||||||||||
| Other | — | — | — | — | 8,856 | — | — | |||||||||||||||
| Total investments in associates | **** | **** | (5,214 | ) | **** | (1,468 | ) | **** | 54,542 | **** | **** | 11,906 | **** | |||||||||
For the years ended December 31, 2025 and 2024, the Company made payments related to investment in associates for 56,706 and 3,287, respectively.
See Note 30 for information on subsequent events.
Note 18. Inventories
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Crude oil stock (Note 5.2) | 6,881 | 4,384 | ||||||
| Materials and spare parts | 2,575 | 2,082 | ||||||
| Assigned crude oil stock | 1 | 3 | ||||||
| Total inventories | **** | 9,457 | **** | **** | 6,469 | **** | ||
Note 19. Cash, bank balances and other short-term investments
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Cash in banks | 333,002 | 520,401 | ||||||
| Mutual funds | 102,768 | 115,368 | ||||||
| Money market funds | 90,414 | 119,841 | ||||||
| Argentine government bonds | 6,665 | 8,697 | ||||||
| Other investments | 5,553 | — | ||||||
| Total cash, banks balances and other short-term investments | **** | 538,402 | **** | **** | 764,307 | **** | ||
29
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Cash and cash equivalents include cash on hand and at bank and investments maturing within 3 months. For the consolidated statement of cash flows purposes below is the reconciliation between cash, bank and short-term investments and cash and cash equivalents:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Cash, bank balances and other short-term investments | 538,402 | 764,307 | ||||||
| Less | ||||||||
| Argentine government bonds | (6,665 | ) | (8,697 | ) | ||||
| Other investments | (5,553 | ) | — | |||||
| Cash and cash equivalents | **** | 526,184 | **** | **** | 755,610 | **** | ||
Note 20. Equity
20.1Capital stock
As of December 31, 2025, and 2024, the Company’s variable capital stock amounted to 491,165 and 398,064, represented by 104,299,705 and 95,285,453, respectively, of which: (i) 104,299,703 and 95,285,451 respectively, are fully subscribed and paid Series A shares with no face value, each entitled to one vote; and (ii) 2 are Series C shares for both years.
On April 11, 2025, through the Board of Directors’ Meeting, the Company approved an increase in the variable portion of its capital stock, as part of the consideration paid for the Transaction (Note 1.2.2 and Note 29), through the issuance of 7,297,507 Serie A shares, for a total amount of 299,687.
On December 3, 2025 and December 5, 2024, the Board of Directors Meeting approved the reduction of the variable portion of the Company’s capital stock of 156,587 and 19,965, respectively, for the absorption of accumulated losses as of October 31, 2025, and 2024, shown on the Company’s nonconsolidated financial statements. This transaction did not require the cancellation of Series A shares as they have no nominal value. Likewise, this operation did not generate any tax effect in Mexico.
For the years ended December 31, 2025 and 2024 the Company repurchased 1,213,371 and 2,081,198 Serie A shares for a total amount of 50,000 and 99,846, respectively.
Additionally, for the years ended December 31, 2025 and 2024, the Company issued 2,930,116 y 2,011,219 Series A shares in connection with the Long-Term Incentive Plan (“LTIP”) granted to its employees, respectively.
As of December 31, 2025 and 2024, the Company’s authorized capital includes 24,492,536 and 33,506,788 Series A ordinary shares, respectively, held in Treasury.
For further information see Note 21 to the annual consolidated financial statements as of December 31, 2024.
20.2 Share repurchase reserve
On April 9, 2025 and on August 6, 2024, through the Ordinary General Shareholders’ Meeting, the Company’s shareholders approved an increase of a fund to acquire own shares for 50,000, respectively, based on the Company’s nonconsolidated financial statements.
As of December 31, 2025 and 2024, the Company’s share repurchase reserve amounted to 179,324 and 129,324, respectively.
Note 21. Provisions
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Noncurrent | ||||||||
| Well plugging and abandonment | 51,279 | 31,026 | ||||||
| Environmental remediation | 234 | 2,032 | ||||||
| Total noncurrent provisions | **** | 51,513 | **** | **** | 33,058 | **** | ||
30
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Current | ||||||||
| Contingencies | 5,244 | 14 | ||||||
| Well plugging and abandonment | 3,178 | 1,412 | ||||||
| Environmental remediation | 2,378 | 2,484 | ||||||
| Total current provisions | **** | 10,800 | **** | **** | 3,910 | **** | ||
Note 22. Salaries and payroll taxes
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Current | ||||||||
| Provision for bonuses and incentives | 25,658 | 23,450 | ||||||
| Salaries and social security contributions | 10,233 | 9,206 | ||||||
| Total current salaries and payroll taxes | **** | 35,891 | **** | **** | 32,656 | **** | ||
Note 23. Other taxes and royalties
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Current | ||||||||
| Royalties and others | 28,662 | 26,008 | ||||||
| Personal assets tax | 11,122 | 8,132 | ||||||
| Tax withholdings | 2,936 | 12,497 | ||||||
| Other | 1,225 | 1,078 | ||||||
| Total current other taxes and royalties | **** | 43,945 | **** | **** | 47,715 | **** | ||
Note 24. Trade and other payables
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Noncurrent | ||||||||
| Payables to third parties ^(1) (2)^ | 292,236 | — | ||||||
| Total other noncurrent accounts payables | **** | 292,236 | **** | **** | — | **** | ||
| Total noncurrent accounts payables | **** | 292,236 | **** | **** | — | **** | ||
| Current | ||||||||
| Accounts payables: | ||||||||
| Suppliers | 399,373 | 435,768 | ||||||
| Customer advances | — | 37,651 | ||||||
| Total current accounts payables | **** | 399,373 | **** | **** | 473,419 | **** | ||
| Other accounts payables: | ||||||||
| Payables to third parties ^(2) (3)^ | 19,236 | 13,200 | ||||||
| Extraordinary fee for Gas IV Plan | 425 | 415 | ||||||
| Payables to partners of joint operations | 96 | 152 | ||||||
| Total other current accounts payables | **** | 19,757 | **** | **** | 13,767 | **** | ||
| Total current trade and other payables | **** | 419,130 | **** | **** | 487,186 | **** | ||
| ^(1)^ | As of December 31, 2025, mainly includes 222,749 in connection with the liability assumed for the<br>acquisition of Vista Lach (Note 1.2.2 and 29). | |||||||
| --- | --- | |||||||
| ^(2)^ | As of December 31, 2025, includes 68,298 and 19,236 noncurrent and current payables to third parties,<br>respectively, related to the Farmout Agreement mentioned in Note 1.2.1. | |||||||
| --- | --- | |||||||
| ^(3)^ | As of December 31, 2024, the Company had a payable for 13,200, related to the extension of the Concessions<br>(See Note 28.5 to the annual consolidated financial statements as of December 31, 2024). | |||||||
| --- | --- |
Other than mentioned above, due to the short-term nature of current trade and other payables, their carrying amount is deemed to be the same as its fair value. The carrying amount of noncurrent trade and other payable does not differ considerably from its fair value.
31
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 25. Employee benefits
The following chart summarizes net expense components and the changes in the liability for long-term employee benefits in the unaudited interim condensed consolidated financial statements:
| Year endedDecember 31,2025 | Year endedDecember 31,2024 | Period fromOctober 1,throughDecember 31,2025 | Period fromOctober 1,throughDecember 31,2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost of interest | (784 | ) | (476 | ) | (196 | ) | (258 | ) | ||||||||
| Cost of services | (4 | ) | (13 | ) | — | (8 | ) | |||||||||
| Total | **** | (788 | ) | **** | (489 | ) | **** | (196 | ) | **** | (266 | ) | ||||
| As of December 31, 2025 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Present value of theobligation | Plan assets | Net liabilities | ||||||||||||||
| Amounts at beginning of year | **** | (20,546 | ) | **** | 4,578 | **** | **** | (15,968 | ) | |||||||
| Items classified as loss or profit | ||||||||||||||||
| Cost of interest | (993 | ) | 209 | (784 | ) | |||||||||||
| Cost of services | (4 | ) | — | (4 | ) | |||||||||||
| Items classified in other comprehensive income | ||||||||||||||||
| Actuarial remeasurement | 184 | (148 | ) | 36 | ||||||||||||
| Payment of contributions | 1,840 | (1,346 | ) | 494 | ||||||||||||
| Amounts at end of year | **** | (19,519 | ) | **** | 3,293 | **** | **** | (16,226 | ) | |||||||
The fair value of plan assets as of every year end per category, is as follows:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| US government bonds | 1,865 | — | ||||||
| Cash and cash equivalents | 1,428 | 4,578 | ||||||
| Total | **** | 3,293 | **** | **** | 4,578 | **** | ||
See Note 23 to the annual consolidated financial statements as of December 31, 2024.
Note 26. Related parties’ transactions and balances
There were no significant changes in related parties and relevant transactions during the year ended December 31, 2025 (See Note 27 to the annual consolidated financial statements as of December 31, 2024).
Note 2.3 to the annual consolidated financial statements as of December 31, 2024, provides information on the Company’s structure.
Note 27. Commitments and contingencies
The Company, through its subsidiary Vista Argentina and Vista Lach, made disbursements related to transportation commitments.
As of December 31, 2025 advance payments amounted to 337,185 as follow: (i) 206,358 related to the Duplicar Plus Project implemented by Oleoductos del Valle S.A. (“Duplicar”); (ii) 53,266 related to the project to expand the Puerto Rosales maritime terminal and pumping station implemented by Oiltanking Ebytem S.A. (“Oiltanking Project”); (iii) 45,301 related to the Transportation Service Agreement for Vaca Muerta Centro Pipeline (“VMOC” by Spanish acronym); and (iv) 32,260 related to the Transportation Service Agreement for Vaca Muerta Norte Pipeline (“VMON” by Spanish acronym).
As of December 31, 2024 advance payments amounted to 141,490 as follow: (i) 121,813 related to Duplicar; and (ii) 19,677 related to Oiltanking Project.
32
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
See Notes 1.2.3.1; 28.1 and 28.2 to the annual consolidated financial statements as of December 31, 2024 for more information about the commitments.
There were no significant changes in commitments and contingencies for the year ended December 31, 2025 (See Notes 28 and 29 to the annual consolidated financial statements as of December 31, 2024).
Note 28. Tax regulations
There were no significant changes in Argentina’s and Mexico’s tax regulations during the year ended December 31, 2025 (See Note 30 to the annual consolidated financial statements as of December 31, 2024).
Note 29. Business Combination
As mentioned in Note 1.2.2, on April 15, 2025, the Company acquired 100% of the capital stock of Vista Lach, which was accounted as a business combination using the acquisition method, effective from the date when the Company obtained control of the acquiree.
Under the terms of the Transaction, the total consideration amounted to 1,406,441, broken down as follows: (i) 899,687 paid in cash on the Transaction date; (ii) 299,687 paid through the transfer of 7,297,507 ADSs, and (iii) the liability assumed with a nominal value of 300,000, to be settled in cash, with 50% due on April 15, 2029, and the remainder 50% due on April 15, 2030, without accruing interest. As of the Transaction date, the present value of the assumed liability amounts to 207,067.
The fair value of identifiable assets and liabilities as of the settlement date was determined pursuant to IFRS 3 as follows:
| As of March 31, 2025 | ||||
|---|---|---|---|---|
| Property, plant and equipment | 2,055,517 | |||
| Right-of-use<br>assets | 499 | |||
| Trade and other receivables | 321,086 | |||
| Inventories | 1,451 | |||
| Cash, bank balances and other short-term investments | 58,132 | |||
| Total assets acquired | **** | 2,436,685 | **** | |
| Provisions | 24,064 | |||
| Lease liabilities | 594 | |||
| Borrowings | 50,505 | |||
| Deferred income tax liabilities ^(1)^ | 157,353 | |||
| Salaries and payroll taxes | 562 | |||
| Income tax liability | 111,554 | |||
| Other taxes and royalties | 12,167 | |||
| Trade and other payables | 182,915 | |||
| Total liabilities assumed | **** | 539,714 | **** | |
| Total net assets measured at fair value | **** | 1,896,971 | **** | |
| ^(1)^ | Includes a net deferred income tax liability of 194,035 mainly related to the amount recognized in “Oil<br>and gas property”. | |||
| --- | --- | |||
| As of March 31, 2025 | ||||
| --- | --- | --- | --- | --- |
| Cash consideration | (899,687 | ) | ||
| Cash and cash equivalent acquired | 58,132 | |||
| Payment for Business Combination, net of cash acquired | **** | (841,555 | ) | |
As a consequence of the acquisition, the Company recorded: (i) net assets for 1,629,553 related to the book value of the assets and liabilities acquired as of March 31, 2025; (ii) an “Oil and gas properties” for 461,453 within “Property, plant and equipment” (Note 11); and (iii) a deferred income tax liabilities for 194,035, mainly related to the recognized of “Oil and gas properties”.
33
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Finally, as result of the difference between the consideration paid and the net assets identifiable, the Company recognized a gain for 490,530, booked in “Gain from Business Combination” within “Other operating income” (Note 8.1). As of December 31, 2025, the Company reassessed the values assigned to the assets acquired and liabilities assumed, as well as the valuation method applied, and confirmed that the amounts and criteria applied were appropriate.
The Company applied a discounted cash flow method to estimate the fair value of the oil and gas properties acquired. Significant inputs to the valuation of oil and gas properties include discount rates, production profiles, reserves and commodity future prices.
Since Vista Lach issues monthly financial information, the Company has considered the identifiable assets and liabilities as of March 31, 2025. Had the purchase price been allocated as from April 15, 2025, it wouldn’t have differed significantly.
As from acquisition date, Vista Lach contributed 669,269 in revenue from contracts with customers and 302,962 to the Company’s profit before income tax. Had the Business Combination occurred as from January 1, 2025, revenue from contracts with customers from continuing operations would have amounted to 2,690,432, and the Company’s profit before income tax from the continuing operations would have stood at 1,120,752.
Note 30. Subsequent events
The Company assessed events subsequent to December 31, 2025, to determine the need of a potential recognition or disclosure in these interim condensed consolidated financial statements. The Company assessed such events through February 25, 2026, date in which these financial statements were made available for issue:
| • | On January 5, 2026, Vista Argentina paid interest for an amount of 11,234 corresponding to loan agreements<br>signed with Industrial and Commercial Bank of China S.A.U., Itaú Unibanco S.A., Nassau Branch and Banco de Galicia y Buenos Aires S.A.U. and Industrial and Commercial Bank of China S.A.U. in July 2025. |
|---|---|
| • | On January 5, 2026, Vista Argentina paid interest for an amount of 111 corresponding to loan agreements<br>signed with Banco Santander International in July 2021 and January 2022. |
| --- | --- |
| • | On January 8, 2026, Vista Argentina paid interest for an amount of 402 corresponding to ON XXV.<br> |
| --- | --- |
| • | On January 9, 2026, Vista Lach paid principal and interest for an amount of 415 corresponding to loan<br>agreement signed with Banco de Galicia y Buenos Aires S.A.U. in May 2025. |
| --- | --- |
| • | On January 12, 2026, Vista Argentina signed a loan agreement with Banco Ciudad de Buenos Aires, for an<br>amount of 28,500, at an annual interest rate of 3.30% and an expiration date in July 2026. |
| --- | --- |
| • | On January 12, 2026, Vista Argentina signed a loan agreement with BBVA Argentina S.A., for an amount of<br>11,500, at an annual interest rate of 3.50% and an expiration date in April 2026. |
| --- | --- |
| • | On January 13, 2026, Vista Argentina paid interest for an amount of 789 corresponding to loan agreements<br>signed with ConocoPhillips Company. |
| --- | --- |
| • | On January 15, 2026, Vista Argentina paid interest for an amount of 1,108 corresponding to ON XXX.<br> |
| --- | --- |
| • | On January 16, 2026, Vista Lach paid principal and interest for an amount of 20,982 corresponding to loan<br>agreement signed with Banco de Galicia y Buenos Aires S.A.U. in June 2025. |
| --- | --- |
| • | On January 16, 2026, Vista Lach paid interest for an amount of 1,936 corresponding to loan agreement signed<br>with Banco de Galicia y Buenos Aires S.A.U. in March 2025, extending its maturity to July 2026, at an interest rate of 5.25%. |
| --- | --- |
| • | On January 20, 2026, Vista Argentina paid principal and interest for an amount of 4,022 corresponding to<br>loan agreement signed with Banco Santander International in January 2021. |
| --- | --- |
| • | On January 26 and 27, 2026, Vista Argentina paid interest for an amount of 382 corresponding to loan<br>agreements signed with Banco Santander International in April 2024 and January 2025. |
| --- | --- |
34
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| • | On February 2, 2026, Vista Argentina signed a loan agreement with Banco de la Nación Argentina, for<br>an amount of 60,000, at an annual interest rate of 3.50% and an expiration date in July 2026. |
|---|---|
| • | On February 2, 2026, the Company and its subsidiary Vista Argentina, entered into a series of agreements<br>through the following transactions (collectively, the “Transaction”): (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U. (“Equinor”), holder of a 30% working interest in the Bandurria Sur block;<br>(ii) the acquisition of a 50% working interest in the Bajo del Toro block from Equinor Argentina B.V. Sucursal Argentina; and then (iii) the sale of 16.3% of the capital stock of Equinor to YPF S.A. (“YPF”), implying an<br>indirect assignment of a 4.9% working interest of Bandurria Sur; and (iv) the assignment of a 15% working interest of Bajo del Toro block to YPF. |
| --- | --- |
Under the terms of the Transaction, the net price will be paid as follows: (i) 387,000 in cash (550,000 of payments net of 163,000 to be collected from YPF); and (ii) the delivery of 6,223,220 American Depositary Shares representing Vista´s Serie A shares (“ADSs”).
Additionally, the consideration provides for a contingent price payable, if applicable, in five annual installments, without accruing interest, calculated based on the annual working interest production of the assets multiplied by a price per barrel (“bbl”) equal to the average Brent price of the preceding year minus 65 USD/bbl, with no payment due at or below 65 USD/bbl Brent and a cap of 15 USD/bbl at or above 80 USD/bbl Brent.
To finance these transactions, the Company entered into a syndicated credit agreement with Banco Santander, S.A., Citicorp North America, Inc., and Itaú Unibanco S.A., Nassau Branch for up to a total amount of 600,000, which will be determined at the closing of the transaction. The agreement has a 4-year maturity and an annual interest rate of SOFR plus an initial 2.75%.
As of the date of issuance of these interim condensed consolidated financial statements, the Transaction remains subject to antitrust approval from Chilean authorities, required in connection with the export of crude oil to Chile.
| • | On January 6 and February 10, 2026, Vista Argentina made payments related to VMOS´s investment<br>for 8,469. |
|---|---|
| • | On February 11, 2026, Vista Argentina paid interest for an amount of 174 corresponding to ON XXI.<br> |
| --- | --- |
| • | On February 19, 2026, Presidential Decree No. 105/2026 was published in the Official Bulletin,<br>establishing a one-year extension as from July 8, 2026, to join the Incentive Regime for large Investments. The decree includes onshore upstream crude oil and natural gas development projects as eligible<br>promoted activities. |
| --- | --- |
The minimum investment amount is set at 600,000. Qualifying projects must be located in areas with no significant development and must ensure segregation and traceability through a separate measurement system in cases where qualifying and non-qualifying activities coexist. As of the date of issuance of these interim condensed consolidated financial statements, the Company is assessing whether this regulation applies to its projects.
There are no other events or transactions between the closing date and the date of issuance of these unaudited interim condensed consolidated financial statements that could significantly affect the Company’s financial position or profit or loss.
35
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 31. Supplementary pro forma financial information (unaudited)
As mentioned in Note 1.2.2 and Note 29, on April 15, 2025, the Company, through its subsidiary Vista Argentina, acquired the 100% of the capital stock of PEPASA, which holds a 50% working interest in La Amarga Chica unconventional concession, located in the Province of Neuquén, Argentina, from Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V.
The Company has prepared this financial information to comply with the regulatory requirements set forth by the CNBV by Spanish acronym, which have been prepared in accordance with IFRS accounting standards as issued by the IASB. They were prepared on a historical cost basis, except for certain financial assets and liabilities that were measured at fair value.
This pro forma financial information should not be considered a statement, guarantee or suggestion about past or future performance. No person should rely on the usefulness or accuracy of this pro forma financial information, which is disclosed exclusively to comply with the CNBV. To the maximum extent allowed by applicable law, Vista Energy S.A.B. de C.V. and its directors, Board members, employees, affiliates and subsidiaries are released from all liability related to such pro forma information.
This pro forma information has been prepared using most reliable information at the date of these financial statements, which is the annual financial statements of Vista Lach, that do not differ materially from the financial information, or pro-forma financial information, previously included in the Folleto Informativo.
36
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
31.1 Pro forma consolidated statement of profit or loss and other comprehensive income for the year andfor the three-month period ended December 31, 2024 (unaudited)
| Year endedDecember 31,2024 | Pro forma<br>adjustments | Year endedDecember<br>31, 2024 Proforma | Period fromOctober,throughDecember 31,2024 | Pro forma<br>adjustments | Period fromOctober 1,throughDecember 31,2024<br>Pro forma | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from contracts with customers | 1,647,768 | 908,940 | 2,556,708 | 471,318 | 237,627 | 708,945 | |||||||||||||
| Cost of sales: | |||||||||||||||||||
| Operating costs | (116,526 | ) | (56,441 | ) | (172,967 | ) | (36,556 | ) | (16,966 | ) | (53,522 | ) | |||||||
| Crude oil stock fluctuation | 1,720 | (5 | ) | 1,715 | 3,913 | (481 | ) | 3,432 | |||||||||||
| Royalties and others | (243,950 | ) | (104,670 | ) | (348,620 | ) | (73,896 | ) | (27,973 | ) | (101,869 | ) | |||||||
| Depreciation, depletion and amortization | (437,699 | ) | (310,654 | ) | (748,353 | ) | (139,618 | ) | (127,875 | ) | (267,493 | ) | |||||||
| Other non-cash costs related to the transfer of<br>conventional assets | (33,570 | ) | — | (33,570 | ) | (8,521 | ) | — | (8,521 | ) | |||||||||
| Gross profit | **** | 817,743 | **** | **** | 437,170 | **** | **** | 1,254,913 | **** | **** | 216,640 | **** | **** | 64,332 | **** | **** | 280,972 | **** | |
| Selling expenses | (140,334 | ) | (50,693 | ) | (191,027 | ) | (62,527 | ) | (18,386 | ) | (80,913 | ) | |||||||
| General and administrative expenses | (108,954 | ) | (28,906 | ) | (137,860 | ) | (35,207 | ) | (2,942 | ) | (38,149 | ) | |||||||
| Exploration expenses | (138 | ) | — | (138 | ) | (102 | ) | — | (102 | ) | |||||||||
| Other operating income | 54,127 | 492,998 | 547,125 | 6,467 | (495 | ) | 5,972 | ||||||||||||
| Other operating expenses | (1,261 | ) | — | (1,261 | ) | (64 | ) | — | (64 | ) | |||||||||
| Impairment of long-live assets | 4,207 | — | 4,207 | 4,207 | — | 4,207 | |||||||||||||
| Operating profit | **** | 625,390 | **** | **** | 850,569 | **** | **** | 1,475,959 | **** | **** | 129,414 | **** | **** | 42,509 | **** | **** | 171,923 | **** | |
| Interest income | 4,535 | — | 4,535 | 1,375 | — | 1,375 | |||||||||||||
| Interest expense | (62,499 | ) | (25,217 | ) | (87,716 | ) | (25,361 | ) | (8,310 | ) | (33,671 | ) | |||||||
| Other financial income (expense) | 23,401 | (58,551 | ) | (35,150 | ) | 19,259 | (32,055 | ) | (12,796 | ) | |||||||||
| Financial income (expense), net | **** | (34,563 | ) | **** | (83,768 | ) | **** | (118,331 | ) | **** | (4,727 | ) | **** | (40,365 | ) | **** | (45,092 | ) | |
| Profit before income tax | **** | 590,827 | **** | **** | 766,801 | **** | **** | 1,357,628 | **** | **** | 124,687 | **** | **** | 2,144 | **** | **** | 126,831 | **** | |
| Current income tax (expense) | (426,288 | ) | (130,490 | ) | (556,778 | ) | (106,897 | ) | (17,494 | ) | (124,391 | ) | |||||||
| Deferred income tax benefit | 312,982 | 240,421 | 553,403 | 75,981 | 54,105 | 130,086 | |||||||||||||
| Income tax (expense) benefit | **** | (113,306 | ) | **** | 109,931 | **** | **** | (3,375 | ) | **** | (30,916 | ) | **** | 36,611 | **** | **** | 5,695 | **** | |
| Profit for the year / period, net | **** | 477,521 | **** | **** | 876,732 | **** | **** | 1,354,253 | **** | **** | 93,771 | **** | **** | 38,755 | **** | **** | 132,526 | **** | |
| Other comprehensive income | |||||||||||||||||||
| Other comprehensive income that shall not be reclassified to profit (loss) in subsequentperiods | |||||||||||||||||||
| - (Loss) profit from actuarial remeasurement related to employee benefits | (10,200 | ) | — | (10,200 | ) | 4,683 | — | 4,683 | |||||||||||
| - Deferred income tax benefit | 3,570 | — | 3,570 | (1,639 | ) | — | (1,639 | ) | |||||||||||
| Other comprehensive income for the year / period | **** | (6,630 | ) | **** | — | **** | **** | (6,630 | ) | **** | 3,044 | **** | **** | — | **** | **** | 3,044 | **** | |
| Total comprehensive profit for the year / period | **** | 470,891 | **** | **** | 876,732 | **** | **** | 1,347,623 | **** | **** | 96,815 | **** | **** | 38,755 | **** | **** | 135,570 | **** | |
37
VISTA ENERGY, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2025 and 2024 and for the years and for the three-monthperiods ended December 31, 2025 and 2024
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
31.2 Pro forma consolidated statement of financial position as of December 31, 2024 (unaudited)
| As of<br>December 31,2024 | Pro forma<br>adjustments | As of<br>December 31,2024<br>Pro forma | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||||
| Noncurrent assets | ||||||||||
| Property, plant and equipment | 2,805,983 | 1,970,299 | 4,776,282 | |||||||
| Goodwill | 22,576 | — | 22,576 | |||||||
| Other intangible assets | 15,443 | — | 15,443 | |||||||
| Right-of-use<br>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 | 339,845 | |||||||
| Deferred income tax assets | 3,565 | — | 3,565 | |||||||
| Total noncurrent assets | **** | 3,180,101 | **** | **** | 2,105,375 | **** | **** | 5,285,476 | **** | |
| Current assets | ||||||||||
| Inventories | 6,469 | 1,563 | 8,032 | |||||||
| Trade and other receivables | 281,495 | 195,320 | 476,815 | |||||||
| Cash, bank balances and other short-term investments | 764,307 | (571,612 | ) | 192,695 | ||||||
| Total current assets | **** | 1,052,271 | **** | **** | (374,729 | ) | **** | 677,542 | **** | |
| Total assets | **** | 4,232,372 | **** | **** | 1,730,646 | **** | **** | 5,963,018 | **** | |
| Equity and liabilities | ||||||||||
| Equity | ||||||||||
| Capital stock | 398,064 | 299,687 | 697,751 | |||||||
| 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 | |||||||
| Total equity | **** | 1,621,213 | **** | **** | 790,217 | **** | **** | 2,411,430 | **** | |
| Liabilities | ||||||||||
| Noncurrent liabilities | ||||||||||
| Deferred income tax liabilities | 64,398 | 151,691 | 216,089 | |||||||
| Lease liabilities | 37,638 | — | 37,638 | |||||||
| Provisions | 33,058 | 11,445 | 44,503 | |||||||
| Borrowings | 1,402,343 | 300,000 | 1,702,343 | |||||||
| Employee benefits | 15,968 | — | 15,968 | |||||||
| Trade and other payables | — | 207,067 | 207,067 | |||||||
| Total noncurrent liabilities | **** | 1,553,405 | **** | **** | 670,203 | **** | **** | 2,223,608 | **** | |
| 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 | 481,064 | |||||||
| Other taxes and royalties | 47,715 | 14,212 | 61,927 | |||||||
| Trade and other payables | 487,186 | 148,266 | 635,452 | |||||||
| Total current liabilities | **** | 1,057,754 | **** | **** | 270,226 | **** | **** | 1,327,980 | **** | |
| Total liabilities | **** | 2,611,159 | **** | **** | 940,429 | **** | **** | 3,551,588 | **** | |
| Total equity and liabilities | **** | 4,232,372 | **** | **** | 1,730,646 | **** | **** | 5,963,018 | **** | |
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