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 June 2025
Commission File No. 001-39000
Vista Energy, S.A.B. de C.V.
(Exact Name of the Registrant as Specified in the Charter)
N.A.
(Translation ofRegistrant’s Name into English)
Torre Mapfre,
243 Paseo de la Reforma Avenue, 18^th^ Floor
Colonia Renacimiento, Alcaldía Cuauhtémoc
06600, 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 ☐
Vista announces 143 MMboe of estimated P1 reserves in La Amarga Chica and provides operational andfinancial update
Mexico City, June 2, 2025 – Vista Energy, S.A.B. de C.V. (“Vista” or the “Company”) (NYSE: VIST; BMV: VISTA) announced today an estimation of 143 MMboe of proved (“P1”) reserves corresponding to its 50% working interest in La Amarga Chica and provided an operational and financial update.
As previously announced, on April 15, 2025, Vista Energy Argentina S.A.U. (“Vista Argentina”) and Vista consummated the acquisition of 100% of Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.) (“PEPASA”)’s capital stock (the “PEPASA Acquisition”). PEPASA owns a 50% non-operated working interest in the La Amarga Chica concession, which is located in Argentina.
PEPASA Reserves
The table below includes PEPASA’s estimates of the proved reserves in La Amarga Chica as of December 31, 2024 (calculated at 50% working interest held by PEPASA). PEPASA has 188 net proved well locations booked at its 50% working interest, of which 122 are booked as proved developed and 66 as proved undeveloped.
| Oil and NGL(MMbbl) | Gas(MMboe) | Total(MMboe) | ||||
|---|---|---|---|---|---|---|
| Net proved developed | 54.7 | 4.4 | 59.1 | |||
| Net proved undeveloped | 75.8 | 8.4 | 84.2 | |||
| Total net proved | **** | 130.5 | **** | 12.8 | **** | 143.3 |
P1 reserves valuation
The estimated future net cash flows attributable to PEPASA’s interests in the P1 reserves as of December 31, 2024, discounted at 10% per annum, amounted to 2,037 $MM.
Future net cash flows were calculated by applying prices of oil, NGL (Natural Gas Liquids) and gas (calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices were defined by contractual agreements) to estimated future production of proved oil, NGL and gas reserves as of the date reported, less the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves. Future net cash flows were then discounted using a factor of 10% per annum.
1
The proved reserves as of December 31, 2024, were calculated using a price of 69.4 $/bbl for oil, 25.7 $/boe for LPG and 4.1 $/mcf for natural gas. Such prices are consistent with SEC regulations.
The estimated certified future net cash flows attributable to PEPASA’s interests in the P1 reserves as of December 31, 2024, are summarized below:
| Future net cash flows (Cumulative $MM) | Undiscounted | Discounted at 10% p.a. | ||
|---|---|---|---|---|
| Proved developed | 1,678 | 1,107 | ||
| Proved undeveloped | 1,916 | 930 | ||
| Total proved | **** | 3,594 | **** | 2,037 |
Vista Pro Forma Reserves
Vista’s total net proved reserves on a pro forma basis giving effect to the PEPASA Acquisition (as if such transaction had occurred on January 1, 2024) were 518.5 MMboe as of December 31, 2024.
The estimate of future net cash flows attributable to Vista’s interests on a pro forma basis giving effect to the PEPASA Acquisition, discounted at 10% per annum, amounted to 6,069 $MM as of December 31, 2024.
| PEPASA | Total net proved | ||||
|---|---|---|---|---|---|
| Net proved reserves (MMboe) | 375.2 | 143.3 | 518.5 | ||
| Future net cash flows, discounted at 10% p.a. (Cumulative MM) | 4,032 | 2,037 | 6,069 |
All values are in US Dollars.
PEPASA Production
The following table sets forth the oil and natural gas historical production volumes, calculated at PEPASA’s working interest percentage of 50% in La Amarga Chica, as filed with the Argentine Secretary of Energy.
| Q1-25 | Q1-24 | 2024 | 2023 | Q1-25p **** g**/g | 2024p **** g/**g | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Oil (bbl/d) | 29,837 | 28,937 | 32,769 | 27,755 | 3 | % | 18 | % | ||||||
| Natural Gas (boe/d) | 3,787 | 3,651 | 3,937 | 3,173 | 4 | % | 24 | % | ||||||
| Total (boe/d) | **** | 33,623 | **** | 32,588 | **** | 36,705 | **** | 30,927 | **** | 3 | % | **** | 19 | % |
2
Summary Pro Forma Financial Data in U.S. Dollars of Vista Energy Argentina S.A.U.
The tables below include unaudited pro forma financial information as of and for the three-month period ended March 31, 2025 and for the year ended December 31, 2024, giving effect to the PEPASA Acquisition on Vista Argentina. The unaudited pro forma statement of financial position as of March 31, 2025 was prepared as if the PEPASA Acquisition had occurred on March 31, 2025. The unaudited pro forma statements of profit or loss for the three-month period ended March 31, 2025 and for the year ended December 31, 2024 have been prepared to give pro forma effect to the PEPASA Acquisition as if such transaction had occurred on January 1, 2024.
3
Pro Forma Statements of Profit or Loss and Other Comprehensive Income
(Amounts expressed in thousands of U.S. dollars) ****
| For the three-month period ended March 31, 2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vista Argentina | PEPASA | PEPASA Pro formaadjustments | Vista Argentina +PEPASA Pro formaConsolidated | |||||||||
| Revenue from contracts with customers | **** | 436,156 | **** | **** | 216,235 | **** | **** | — | **** | **** | 652,391 | **** |
| Cost of sales | ||||||||||||
| Operating costs | (32,518 | ) | (17,360 | ) | — | (49,878 | ) | |||||
| Crude oil stock fluctuation | 9,032 | (112 | ) | — | 8,920 | |||||||
| Royalties and others | (67,047 | ) | (22,716 | ) | — | (89,763 | ) | |||||
| Depreciation, depletion and amortization | (123,643 | ) | (69,816 | ) | — | (193,459 | ) | |||||
| Other non-cash costs related to the transfer of<br>conventional assets | (7,240 | ) | — | — | (7,240 | ) | ||||||
| Gross profit | **** | 214,740 | **** | **** | 106,231 | **** | **** | — | **** | **** | 320,971 | **** |
| Selling expenses | (46,594 | ) | (12,572 | ) | — | (59,166 | ) | |||||
| Administrative expenses | (8,422 | ) | (7,201 | ) | — | (15,623 | ) | |||||
| Other operating income | 5,947 | (609 | ) | — | 5,338 | |||||||
| Other operating expenses | (1,192 | ) | — | — | (1,192 | ) | ||||||
| Profit (loss) from investments in associates | (24 | ) | — | — | (24 | ) | ||||||
| Operating profit | **** | 164,455 | **** | **** | 85,849 | **** | **** | — | **** | **** | 250,304 | **** |
| Interest income | 3,196 | — | — | 3,196 | ||||||||
| Interest expense | (24,281 | ) | (10,328 | ) | (1,819 | ) | (36,428 | ) | ||||
| Other financial income (expense) | 15,481 | 40,560 | (5,808 | ) | 50,232 | |||||||
| Financial income (expense), net | **** | (5,604 | ) | **** | 30,232 | **** | **** | (7,627 | ) | **** | 17,001 | **** |
| Profit before income tax | **** | 158,851 | **** | **** | 116,081 | **** | **** | (7,627 | ) | **** | 267,305 | **** |
| Income tax (expense) | (49,838 | ) | (36,034 | ) | 6,029 | (79,843 | ) | |||||
| Profit for the period | **** | 109,013 | **** | **** | 80,047 | **** | **** | (1,598 | ) | **** | 187,462 | **** |
| Other comprehensive income | ||||||||||||
| Other comprehensive income that shall not be reclassified to profit (loss) in subsequentperiods | ||||||||||||
| Profit (loss) from actuarial remediation related to defined benefit plan | (22 | ) | — | — | (22 | ) | ||||||
| Deferred income tax (expense) benefit | 7 | — | — | 7 | ||||||||
| Other comprehensive income | **** | (15 | ) | **** | — | **** | **** | — | **** | **** | (15 | ) |
| Total comprehensive profit for the period | **** | 108,998 | **** | **** | 80,047 | **** | **** | (1,598 | ) | **** | 187,447 | **** |
| Adjusted EBITDA | **** | 295,362 | **** | **** | 155,665 | **** | **** | — | **** | **** | 451,027 | **** |
| Adjusted EBITDA Margin | **** | 67 | % | **** | 72 | % | **** | — | **** | **** | 69 | % |
| Adjusted Net Income | **** | 99,769 | **** | **** | 85,710 | **** | **** | (1,598 | ) | **** | 183,881 | **** |
| Leverage Ratio | **** | 1.49 | **** | **** | 0.07 | **** | **** | — | **** | **** | 1.12 | **** |
| Net Leverage Ratio | **** | 0.97 | **** | **** | (0.01 | ) | **** | — | **** | **** | 1.09 | **** |
4
| For the year ended December 31, 2024 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vista Argentina+ AFBN ^(1)^ | PEPASA ^(2)^ | PEPASA Pro formaadjustments | Vista Argentina +AFBN + PEPASA Proforma Consolidated | |||||||||
| Revenue from contracts with customers | **** | 1,635,012 | **** | **** | 908,776 | **** | **** | — | **** | **** | 2,543,788 | **** |
| Cost of sales | ||||||||||||
| Operating costs | (130,703 | ) | (62,836 | ) | — | (193,536 | ) | |||||
| Crude oil stock fluctuation | 1,722 | — | — | 1,722 | ||||||||
| Royalties and others | (237,021 | ) | (104,245 | ) | — | (341,266 | ) | |||||
| Depreciation, depletion and amortization | (430,717 | ) | (262,081 | ) | — | (692,798 | ) | |||||
| Other non-cash costs related to the transfer of<br>conventional assets | (33,570 | ) | — | — | (33,570 | ) | ||||||
| Gross profit | **** | 804,723 | **** | **** | 479,614 | **** | **** | — | **** | **** | 1,284,337 | **** |
| Selling expenses | (139,867 | ) | (45,758 | ) | — | (185,625 | ) | |||||
| Administrative expenses | (102,917 | ) | (28,778 | ) | — | (131,697 | ) | |||||
| Other operating income | 53,767 | 3,533 | 202,474 | 259,774 | ||||||||
| Other operating expenses | (747 | ) | — | — | (748 | ) | ||||||
| Profit (loss) from investments in associates | (30 | ) | — | — | (30 | ) | ||||||
| Operating profit | **** | 614,929 | **** | **** | 408,611 | **** | **** | 202,474 | **** | **** | 1,226,014 | **** |
| Interest income | 12,582 | 81,582 | — | 94,164 | ||||||||
| Interest expense | (62,763 | ) | (141,415 | ) | (24,677 | ) | (228,855 | ) | ||||
| Other financial income (expense) | 22,721 | — | (23,233 | ) | (512 | ) | ||||||
| Financial income (expense), net | **** | (27,461 | ) | **** | -59,833 | **** | **** | (47,910 | ) | **** | (135,204 | ) |
| Profit before income tax | **** | 587,468 | **** | **** | 348,778 | **** | **** | 154,564 | **** | **** | 1,090,810 | **** |
| Income tax (expense) | (63,911 | ) | 77,207 | 24,114 | 37,410 | |||||||
| Profit for the period | **** | 523,557 | **** | **** | 425,985 | **** | **** | 178,678 | **** | **** | 1,128,220 | **** |
| Other comprehensive income | ||||||||||||
| Other comprehensive income that shall not be reclassified to profit (loss) in subsequentperiods | ||||||||||||
| Profit (loss) from actuarial remediation related to defined benefit plan | (10,200 | ) | — | — | (10,200 | ) | ||||||
| Deferred income tax (expense) benefit | 3,570 | — | — | 3,570 | ||||||||
| Other comprehensive income | **** | (6,630 | ) | **** | — | **** | **** | — | **** | **** | (6,630 | ) |
| Total comprehensive profit for the period | **** | 516,927 | **** | **** | 425,985 | **** | **** | 178,678 | **** | **** | 1,121,590 | **** |
| Adjusted EBITDA | **** | 1,079,246 | **** | **** | 670,692 | **** | **** | — | **** | **** | 1,749,938 | **** |
| Adjusted EBITDA Margin | **** | 64 | % | **** | 74 | % | **** | — | **** | **** | 68 | % |
| Adjusted Net Income | **** | 210,168 | **** | **** | 210,697 | **** | **** | (31,928 | ) | **** | 388,937 | **** |
| Leverage Ratio | **** | 1.34 | **** | **** | N/A | **** | **** | N/A | **** | **** | N/A | **** |
| Net Leverage Ratio | **** | 0.84 | **** | **** | N/A | **** | **** | N/A | **** | **** | N/A | **** |
| (1) | “Vista Argentina + AFBN” column reflects Vista Argentina’s statement of profit or loss for the<br>year ended December 31, 2024, giving pro forma effect to the intercompany merger between Vista Argentina and our subsidiary AFBN S.R.L. (which became effective on January 1, 2025), as if such transaction had occurred on January 1,<br>2022. | |||||||||||
| --- | --- | |||||||||||
| (2) | “PEPASA” column reflects certain reclassifications made during the auditing process of PEPASA’s<br>financial statements for the year ended December 31, 2024. As a result of these reclassifications, PEPASA’s lifting cost (calculated as Operating costs divided by total production for the period) for the year ended on December 31,<br>2024, was updated to 4.7 $/boe (compared to the 4.1 $/boe previously reported). | |||||||||||
| --- | --- |
5
Pro Forma Statement of Financial Position
(Amounts expressed in thousands of U.S. dollars) ****
| As of March 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Vista Argentina | PEPASA | PEPASA Pro formaadjustments | Vista Argentina +PEPASA Pro formaConsolidated | ||||||
| Assets | |||||||||
| Noncurrent assets | |||||||||
| Property, plant and equipment | 3,008,453 | 1,594,064 | — | 4,602,517 | |||||
| Goodwill | 36,244 | — | — | 36,244 | |||||
| Other intangible assets | 15,139 | — | — | 15,139 | |||||
| Right-of-use<br>assets | 89,226 | 499 | — | 89,725 | |||||
| Biological assets | 11,408 | — | **** | — | **** | 11,408 | |||
| Investments in associates | 49,930 | — | — | 49,930 | |||||
| Trade and other receivables | 387,159 | 133,014 | — | 520,173 | |||||
| Deferred income tax assets | 75,353 | 36,682 | (32,527 | ) | 79,508 | ||||
| Total noncurrent assets | **** | 3,672,912 | **** | 1,764,259 | **** | (32,527 | ) | **** | 5,404,644 |
| Current assets | |||||||||
| Inventories | 16,044 | 1,451 | — | 17,495 | |||||
| Trade and other receivables | 246,801 | 188,072 | — | 434,873 | |||||
| Cash, bank balances and other short-term investments | 597,872 | 58,132 | (599,687 | ) | 56,317 | ||||
| Total current assets | **** | 860,717 | **** | 247,655 | **** | (599,687 | ) | **** | 508,685 |
| Total assets | **** | 4,533,629 | **** | 2,011,914 | **** | (632,213 | ) | **** | 5,913,330 |
| Equity and liabilities | |||||||||
| Equity | |||||||||
| Total equity | **** | 1,669,425 | **** | 1,446,429 | **** | (1,243,955 | ) | **** | 1,871,899 |
| Liabilities | |||||||||
| Noncurrent liabilities | |||||||||
| Provisions | 28,341 | 12,013 | — | 40,354 | |||||
| Defined benefit plan | 16,045 | — | — | 16,045 | |||||
| Borrowings | 1,524,832 | — | 300,000 | 1,824,832 | |||||
| Lease liabilities | 33,485 | 184 | — | 33,669 | |||||
| Salaries and payroll taxes | 25,973 | — | — | 25,973 | |||||
| Trade and other payables | 77,118 | 195,012 | 311,742 | 583,872 | |||||
| Total noncurrent liabilities | **** | 1,705,794 | **** | 207,209 | **** | 611,742 | **** | **** | 2,524,745 |
| Current liabilities | |||||||||
| Provisions | 4,037 | — | — | 4,037 | |||||
| Salaries and payroll taxes | 20,896 | 562 | — | 21,458 | |||||
| Borrowings | 182,191 | 50,505 | — | 232,696 | |||||
| Lease liabilities | 42,633 | 410 | — | 43,043 | |||||
| Income tax liability | 427,186 | 116,859 | — | 544,045 | |||||
| Other taxes and royalties | 36,241 | 7,733 | — | 43,974 | |||||
| Trade and other payables | 445,226 | 182,207 | — | 627,433 | |||||
| Total current liabilities | 1,158,410 | 358,276 | — | 1,516,686 | |||||
| Total liabilities | **** | 2,864,204 | **** | 565,485 | **** | 611,742 | **** | **** | 4,041,431 |
| Total equity and liabilities | **** | 4,533,629 | **** | 2,011,914 | **** | (632,213 | ) | **** | 5,913,330 |
6
Definitions and Methodology
| • | The information included herein regarding estimated quantities of proved reserves as of December 31, 2024 is<br>derived from the reports dated January 27, 2025 and May 22, 2025, prepared by DeGolyer and MacNaughton for Vista’s concessions located in Argentina and Mexico and for La Amarga Chica concession, respectively. |
|---|---|
| • | Oil and NGL include crude oil and condensate, C5+ and NGL; NGLs represent 5.5% of PEPASA total reserves and less<br>than 1% of Vista total reserves (before the PEPASA Acquisition). |
| --- | --- |
| • | Natural gas consumption represented 10% of PEPASA’s total natural gas reserves (consumption plus natural gas<br>sales) as of December 31, 2024. |
| --- | --- |
| • | Net production volumes are measured based on PEPASA’s working interest. There was no production due to<br>others during the applicable periods. |
| --- | --- |
| • | Units: |
| --- | --- |
| • | $MM: million U.S. Dollars |
| --- | --- |
| • | Bbl: barrels |
| --- | --- |
| • | Bbl/d: barrels per day |
| --- | --- |
| • | Boe: barrels of oil equivalent |
| --- | --- |
| • | Boe/d: Barrels of oil equivalent per day |
| --- | --- |
| • | Mcf: thousand cubic feet |
| --- | --- |
| • | MMm3: million cubic meters |
| --- | --- |
| • | MMboe: million barrels of oil equivalent |
| --- | --- |
| • | Conversion metrics: |
| --- | --- |
| • | 1 cubic meter of oil = 6.2898 barrels of oil |
| --- | --- |
| • | 1,000 cubic meters of gas = 6.2898 barrels of oil equivalent |
| --- | --- |
| • | Note on the tables of this document. Totals in tables might not add-up to<br>the components of the individual lines due to rounding. |
| --- | --- |
7
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:
ir@vistaenergy.com
Argentina: +54 11 3754 8500
Mexico: + 52 55 1555 7104
8
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: June 2, 2025
| VISTA ENERGY, S.A.B. DE C.V. | |
|---|---|
| By: | /s/ Alejandro Cherñacov |
| Name: | Alejandro Cherñacov |
| Title: | Strategic Planning and Investor Relations Officer |