VIST Vista Energy SAB de CV

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 2023

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 of Registrant’s Name into English)

Pedregal 24, Floor 4,

Colonia Molino del Rey, Alcaldía Miguel Hidalgo

Mexico City, 11040

Mexico

(Address of Principal 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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

Vista announces transaction to increase focus on shale oil assets

Mexico City, February 23, 2023 – Vista Energy, S.A.B. de C.V. (“Vista” or the “Company”) (NYSE: VIST; BMV: VISTA) announced today a transaction to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.

Based on this premise, its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”) has reached a two-phased agreement (the “Transaction”) starting March 1^st, 2023 (the “Effective Date”), with Petrolera Aconcagua Energía S.A. (“Aconcagua”), an in-basin upstream producer with integrated services focused on conventional production, which will become the operator of certain Concessions (as described below) currently held by Vista. During the first phase of the Transaction, which will end no later than February 28^th, 2027 (the “Final Closing Date”), Aconcagua will be entitled to 60% of the hydrocarbons produced in the concessions and will bear 100% of the costs, taxes, and royalties of such Concessions, whereas Vista Argentina, will keep the entitlement to the remaining 40% of the hydrocarbons produced and will receive from Aconcagua an upfront payment. Vista Argentina and Aconcagua will work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing each of the Concessions, pursuant to the terms provided for in the applicable regulation in Argentina. Vista Argentina will remain concession title holder until certain Provincial authorizations are obtained, which shall be requested no later than the Final Closing Date, when the Concessions will be transferred to Aconcagua, subject to Provincial approvals.

“This innovative deal and operating model will allow Vista to fully focus on the development of Vaca Muerta and improve our ability to deliver on our 2026 targets by maintaining a high growth trajectory, whilst generating higher returns and additional free cash flow”, commented Miguel Galuccio, Chairman and Chief Executive Officer of the Company. He also added: “The transaction streamlines our asset portfolio and improves our operating metrics, including our lifting cost, which is forecast to fall by 25% in 2023, allowing us to expand our margins and generate stronger financial returns”.

Under the terms of the Transaction, as of the Effective Date:

The net book value of the Concessions, as of December 31^st, 2022, is US$ 106 million. The Entre Lomas Crude Oil Transportation Concession, which includes a 57,000 bbl/d oil treatment plant geographically located in the Entre Lomas Río Negro concession and has a net book value of US$ 20 million as of December 31^st, 2022, is excluded from the Transaction. Vista will have a put option to sell the Entre Lomas crude oil transportation concession to Aconcagua at a price to be agreed by the parties.

The Entre Lomas Gas Transportation Concession was granted over the gas pipeline that connects the Gas Treatment Plant located in the Charco Bayo field in the Entre Lomas exploitation concession (“PTG ELo”) with the trunk gas transportation system operated by Transportadora del Gas S.A. in the Province of Río Negro including PTG ELo within said transportation concession. The Entre Lomas Gas Transportation Concession was originally granted for a term equivalent to the remaining term of validity of the Entre Lomas Río Negro exploitation concession.

The 25 de Mayo – Medanito SE Crude Oil Transportation Concession was granted over the pipeline that connects the Crude Treatment Plant located in 25 de Mayo-Medanito SE (“PTC MED”), up to its connection with the crude oil transportation trunk system in “Medanito” operated by Oleoductos del Valle S.A. in the Province of Río Negro including within the transportation concession to the PTC MED. The 25 de Mayo – Medanito SE Crude Oil Transportation Concession was originally granted for a term equivalent to the remaining term of validity of the 25 de Mayo – Medanito SE exploitation concession.

The Jarilla Quemada Gas Transportation Concession was granted over the pipeline from the Jarilla Quemada block to the Fiscal Metering Station located in the 45.47 km progressive of the Medanito - Mainqué Gas Pipeline.

The map below shows the geographical location of the Exploitation Concessions, as well as Vista Argentina’s other concessions excluded from the Transaction.

Figure 1 – Conventional concessions included in the Transaction

Forward-Looking Statements

Any statements contained herein or in the attachments hereto regarding Vista that are not historical or current facts are forward-looking statements. These forward-looking statements convey Vista’s current expectations or forecasts of future events. Forward-looking statements regarding Vista involve known and unknown risks, uncertainties and other factors that may cause Vista’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and other applicable sections of Vista’s annual reports and/or prospectuses filed with the United States Securities and Exchange Commission (“SEC”) and other applicable filings with the SEC and the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores).

Enquiries:

Investor Relations:

ir@vistaenergy.com

Argentina: +54 11 3754 8500

Mexico: +52 55 8647 0128