20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission File Number:

001-

39000

Vista Energy, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

N.A.

(Translation of registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation or organization)

Torre Mapfre

243 Paseo de la Reforma Avenue, 18

Floor

Colonia Cuauhtémoc, Alcaldía Cuauhtémoc

Mexico City, 06500

Mexico

(Address of principal executive offices)

Alejandro Cherñacov

Torre Mapfre

243 Paseo de la Reforma Avenue, 18

Floor

Colonia Cuauhtémoc, Alcaldía Cuauhtémoc

Mexico City, 06500

Mexico

Tel.: + 52 (55) 1555-7104

(Name, telephone,

e-mail

and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Series A shares	VISTA	New York Stock Exchange*
American Depositary Shares, each representing 1 series A share, with no par value	VIST	New York Stock Exchange

*	Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

104,299,703 outstanding series A shares, with no par value

2 outstanding series C shares, with no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


☒ Yes		☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


☐ Yes		☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.


☒ Yes		☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


☒ Yes		☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-Accelerated Filer	☐	Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☐	International Financial Reporting Standards as issued		Other ☐
	by the International Accounting Standards Board	☒

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.


☐ Item 17		☐ Item 18

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).


☐ Yes		☒ No

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (§ 15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section

12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

240.10D-1(b).

☐

PRESENTATION OF INFORMATION

This document comprises the annual report of Vista Energy, S.A.B. de C.V. (“Vista”) on Form 20-F for the year ended December 31, 2025.

References

Unless otherwise indicated or the context otherwise requires, (i) the terms “Vista,” “Company,” “we,” “us,” and “our,” refer to Vista Energy, S.A.B. de C.V., a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and its consolidated subsidiaries, (ii) the term “Issuer” refers to Vista exclusive of its subsidiaries, (iii) the term “Vista Argentina” refers to Vista Energy Argentina S.A.U. (formerly known as Vista Oil & Gas Argentina S.A.U., prior thereto as Vista Oil & Gas Argentina S.A., and prior thereto, as Petrolera Entre Lomas S.A.); (iv) the term “Vista Holding I” refers to Vista Energy Holding I, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.); (v) the term “Vista Holding II” refers to Vista Energy Holding II, S.A. de C.V. (formerly known as Vista Oil & Gas Holding II, S.A. de C.V.); and (vi) the term “Vista LACH” refers to Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.). See “Item 4—Information on the Company.”

References to “series A shares” refer to shares of our series A common stock, no par value, and references to “ADSs” are to American Depositary Shares, each representing one series A share, except where the context requires otherwise.

In addition, the term “Mexico” refers to the United Mexican States, the term “United States” refers to the United States of America, and the term “Argentina” refers to the Argentine Republic. Moreover, the phrase “Mexican government” refers to the federal government of Mexico, the phrase “U.S. government” refers to the federal government of the United States, and the phrase “Argentine government” refers to the federal government of Argentina.

Accounting terms have the definitions set forth under IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IASB”).

Financial Statements and Information

The consolidated financial statements included in this annual report have been prepared on a historical basis in accordance with IFRS Accounting Standards, as described herein.

We maintain our books and records in U.S. Dollars, which is the presentation currency for our financial statements and also the functional currency of our operations.

The financial information contained, or referred to, in this annual report includes the audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, and the notes thereto (“Audited Financial Statements”).The Audited Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB and are presented in U.S. Dollars.

Presentation of Currencies and Rounding

All references to “$,” “US$,” and “U.S. Dollars” are to U.S. Dollars, the lawful currency of the United States of America, references to “Mexican Pesos” and “Ps.” are to Mexican Pesos, the lawful currency of Mexico and “Argentine Pesos” and “AR$” are to Argentine Pesos, the lawful currency of Argentina. The Audited Financial Statements are presented in U.S. Dollars.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No Emerging Growth Company Status

As of December 31, 2023, we have ceased to be an emerging growth company and are therefore no longer able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”). As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting.

Public Company in Mexico

Because we are a public company in Mexico, investors can access our historical financial statements published in Spanish on the Mexican Stock Exchange’s (Bolsa Mexicana de Valores, S.A.B. de C.V.), the Mexican National Banking Commission’s (Comisión Nacional Bancaria y de Valores) (“CNBV”)’s and our websites at www.bmv.com.mx, www.gob.mx/cnbv and www.vistaenergy.com, respectively. The information found on the Mexican Stock Exchange’s, the CNBV’s and our websites is not a part of this annual report.

Non-IFRS Financial Measures

In this annual report, we present ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio (in each case, as defined below), which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with IFRS Accounting Standards in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

We define Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, income (loss) from investments in associates, impairment of long-lived assets, gain from business combination, gain from asset disposals, restructuring expenses, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of Adjusted EBITDA compared to prior annual reports by excluding income (loss) from investments in associates and gain from business combination. We believe that excluding income (loss) from investments in associates provides a more meaningful measure of our core operating performance, as such results are derived from entities over which we do not have control and are accounted for under the equity method. We believe that excluding gain from business combination results in a better representation of the Company’s performance, given that such gain has a non-recurring impact, and excluding it allows our management and investors to better analyze our ongoing performance on a consistent basis from period to period. As income (loss) from investments in associates and gain from business combination were not recognized in prior periods and were first recognized in the year ended December 31, 2025, prior periods have not been recast. We believe that excluding gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets results in a better representation of the Company’s returns following the Conventional Assets Transaction (as defined below), given that profit and losses generated by the Conventional Assets Transaction have a non-recurrent impact only during the duration of the transaction, and excluding them allows our management and investors to better analyze our core operating performance on a consistent basis from period to period. We believe that the nature of the restructuring expenses were such that they are not reasonably likely to recur within two years as they are mainly related to permanent reductions in our workforce derived from our business combinations, and that restructuring expenses and transaction expenses are not normal, recurring operating expenses. We believe that by excluding restructuring expenses and gain from asset disposals, we are able to provide supplemental information for our management and investors to analyze our core operating performance on a consistent basis from period to period. In addition, the impairment of long-lived assets was excluded from the determination of our Adjusted EBITDA because it corresponds to an adjustment to the valuation of our fixed assets which charge is similar in nature to the depreciation of property, plant and equipment. This metric allows management and investors to analyze our operating performance on a consistent basis from period to period. In this regard, the elimination of these costs and expenses does not result in a reduction of operating expenses necessary to conduct our business. In light of the foregoing factors, our management excludes restructuring expenses, gain from business combination and gain from asset disposals, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets, income (loss) from investments in associates and impairment of long-lived assets from our Adjusted EBITDA to facilitate reviews of operational performance and as a basis for strategic planning. Our management believes that excluding such items will allow investors to supplement their understanding of our short-term and long-term financial trends.

We define Adjusted Net Income as profit for the year, net, plus deferred income tax (expense) benefit, impairment of long-lived assets, changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of Adjusted Net Income compared to prior annual reports by excluding gain from business combination. We believe that excluding gain from business combination results in a better representation of the Company’s performance, given that such gain has a non-recurring impact, and excluding it allows our management and investors to better analyze our ongoing performance on a consistent basis from period to period. As gain from business combination was not recognized in prior periods and was first recognized in the year ended December 31, 2025, prior periods have not been recast. Deferred income tax (expense) benefit was excluded as they relate to recognition of temporary differences between the tax bases of assets and liabilities and the carrying amounts in the financial statement using the liability method. Changes in the fair value of warrants were excluded because they correspond to an adjustment valuation of financial liabilities assumed by the Company. Gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets were excluded because they have a non-recurring impact limited to the duration of the Conventional Assets Transaction, likewise impairment of long-lived assets were excluded from the determination of our adjusted net income because they correspond to an adjustment to the valuation of our long-lived assets. Our management believes that excluding such items will allow investors to facilitate the comparison performance from period to period by removing these identified non-cash items that are mainly driven by external factors and that affect (benefit) the Company’s net income.

We define Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. Effective for periods starting on or after January 1, 2023, the Company has adjusted the definition of Adjusted EBITDA Margin compared to prior annual reports to add Gains from the Exports Increase Program in the denominator, as we believe that this results in a better representation of the Company’s margins given that Gains from the Exports Increase Program are accounted for in Adjusted EBITDA, which is the numerator in the calculation of Adjusted EBITDA Margin, our change making the ratio consistent by having the impact of Gains from the Exports Increase Program both in the numerator and the denominator of Adjusted EBITDA Margin. Given that the Exports Increase Program was established in October 2023, a recast for prior periods was not necessary.

We define Net Debt as current and non-current borrowings minus cash, bank balances and other short-term investments.

We calculate Net Leverage Ratio as Net Debt to Adjusted EBITDA.

We define return on average capital employed (“ROACE”) as Adjusted EBITDA plus depreciation, depletion and amortization, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. Effective for periods starting on or after January 1, 2025, the Company has adjusted the definition of ROACE compared to prior annual reports to include gain from business combination in the numerator. We believe that including gain from business combination to the numerator results in a better representation of the Company’s performance, as such gain is recognized in the profit for the year, net and therefore impacts total shareholder´s equity, which is included in the denominator, making the ratio consistent by having the impact both in numerator and denominator. Given that gain from business combination was not recognized in prior periods and was first recognized in the year ended December 31, 2025, prior periods have not been recast. Our management believes ROACE can be a valuable tool to measure the efficiency of the utilization of the capital we employ, whether financed by equity or debt.

We present ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio because we believe they provide investors with supplemental measures of the financial condition and performance of our core operations that facilitate period to period comparisons on a consistent basis. Our management uses ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio, among other measures, for internal planning and performance measurement purposes. ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio are not measures of liquidity or operating performance under IFRS Accounting Standards and should not be construed as alternatives to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS Accounting Standards). ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net

Income, Net Debt and Net Leverage Ratio, as calculated by us, may not be comparable to similarly titled measures reported by other companies. For a reconciliation of ROACE, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Net Debt and Net Leverage Ratio to the most directly comparable IFRS Accounting Standards financial measure, see “Item 5—Operating and Financial Review and Prospects—Operating Results.”

Market and Industry Data

This annual report includes market share, ranking, industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, including SdE (as defined below) and the EIA (as defined below), but there can be no assurance as to the accuracy or completeness of included information.

We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. We believe data regarding the size of our markets and market share are inherently imprecise, but generally indicate size and position and market share within our markets. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “Risk Factors.”

Presentation of Oil and Gas Information

The Company’s Oil and Gas Reserves Information

The information included in this annual report regarding estimated quantities of proved reserves is derived from estimates of the proved reserves as of December 31, 2025. The proved reserves estimates are derived from the report dated January 26, 2026, prepared by DeGolyer and MacNaughton (“D&M”), for our concessions located in Argentina and Mexico (“2025 Reserves Report”). The 2025 Reserves Report is included as Exhibit 99.1 to this annual report. D&M is an independent reserves engineering consultant. The 2025 Reserves Report prepared by D&M is based on information provided by us and present an appraisal as of December 31, 2025, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, Acambuco and La Amarga Chica concessions in Argentina, and of our oil and gas reserves located in the CS-01 concession in Mexico.

Argentina and Mexico Oil and Gas Reserves Information

The information included in “Item 4—Information on the Company—Industry and Regulatory Overview” of this annual report regarding Argentina’s and Mexico’s proved reserves has been prepared based on official and publicly available information of the Argentine Secretariat of Energy (Secretaría de Energía) (“SdE”) and the former Mexican National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos) (“CNH”). References to the “proved reserves” of Argentina and Mexico follow the definition of “proved reserves” as set forth in the guidelines published by the SdE and CNH, as applicable. However, the information regarding Vista’s proved reserves included elsewhere in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the Society of Petroleum Engineers (“SPE”)’s Petroleum Resources Management System, which may differ from the relevant guidelines published by the Argentine and Mexican authorities. For more information, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico—Reserves and Resources Certification in Mexico.”

Certain Definitions

“ADR” means American Depositary Receipt.

“ADS” means American Depositary Share.

“Argentine Antitrust Authorities” means the Argentine Antitrust Commission (Comisión Nacional de Defensa de la Competencia) the Argentine Secretariat of Commerce (Secretaría de Comercio) and other antitrust authorities in Argentina.

“Argentine Constitution” means the Argentine National Constitution (Constitución Nacional de la República Argentina).

“Argentine Executive Branch” means the Argentine federal executive branch.

“Argentine General Corporations Law” means the Argentine General Corporations Law No. 19,550 (Ley General de Sociedades), as amended from time to time.

“Argentine Hydrocarbons Law” means the Argentine Hydrocarbons Law No. 17,319 (Ley de Hidrocarburos), as amended from time to time.

“Argentine Secretariat of Energy” or “SdE” means the current Argentine Secretaría de Energía under the supervision of the Argentine Ministry of Energy and the Argentine Ministry of Energy and Mining, and/or any other Argentine governmental agency that oversees the enforcement of the Argentine Hydrocarbons Law (as defined below) in the future, as applicable.

“Bajo del Toro Asset Purchase Agreement” means the asset purchase agreement relating to the 50% non-operated interest in the Bajo del Toro block, entered into on February 1, 2026, by and among Vista, Vista Argentina and Equinor Argentina B.V.

“BCRA” means the Argentine Central Bank (Banco Central de la República Argentina).

“Btu” means British thermal units.

“CAMMESA” means Compañía Administradora del Mercado Mayorista Eléctrico S.A., the Argentine wholesale electricity market administrator.

“CAT Concessions” means, collectively, the CAT Exploitation Concessions and the CAT Transportation Concessions.

“CAT Exploitation Concessions” means the following exploitation concessions in the Neuquina Basin in Argentina operated by Tango effective March 1, 2023: Entre Lomas Neuquén, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE.

“CAT Transportation Concessions” means the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession, each operated by Tango effective March 1, 2023.

“CFE” means the Mexican Federal Electricity Commission (Comisión Federal de Electricidad).

“Chevron” means Chevron Argentina S.R.L.

“CNA” means the Mexican National Antitrust Commission (Comisión Nacional Antimonopolio).

“CNBV” means the Mexican Comisión Nacional Bancaria y de Valores.

“CNE” means the Mexican National Energy Commission (Comisión Nacional de Energía).

“CNH” means the former Mexican National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos).

“CNV” means the Argentine Comisión Nacional de Valores.

“COFECE” means the now dissolved Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica).

“ConocoPhillips” means ConocoPhillips Petroleum Holdings B.V.

“Conventional Assets Transaction” means the two-phase transaction announced on February 23, 2023, between Vista Argentina and Tango, pursuant to which Tango became the operator of the CAT Exploitation Concessions effective March 1, 2023, as further described herein.

“Corporate Reorganization” means the merger pursuant to which Aleph Midstream, Vista Holding VII S.A.U. and AFBN were absorbed by and merged into Vista Argentina as the surviving entity, effective January 1, 2025.

“CRE” means the former Mexican Energy Regulatory Commission (Comisión Reguladora de Energía).

“D&M” means DeGolyer and MacNaughton.

“E&P” means exploration and production.

“EIA” means the United States Energy Information Administration.

“Energy Reform 2025” means the reform of the Mexican energy sector enacted on March 18, 2025, pursuant to which several new laws were issued and various existing laws were amended, as further described herein.

“Equinor Acquisitions” means, collectively, (i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U. and (ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, each pursuant to the Equinor Transaction.

“Equinor Argentina Share Purchase Agreement” means the share purchase agreement relating to the shares of Equinor Argentina S.A.U., entered into on February 1, 2026, by and among Vista, Vista Argentina and Equinor Argentina A.S.

“Equinor Assignments” means, collectively, (i) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U. and (ii) the assignment to YPF of a 15.0% working interest over Bajo del Toro, each pursuant to the Equinor Transaction.

“Equinor Transaction Assets” means 83.7% of the shares representing the capital stock of Equinor Argentina S.A.U. (which confer an indirect non-operated interest of 25.1% in the Bandurria Sur concession) and a 35.0% non-operated interest in the Bajo del Toro block.

“Equinor Transaction” means the series of agreements entered into on February 1, 2026, by Vista and Vista Argentina to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as further described herein.

“ESG” means Environmental, Social and Governance.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Executive Team” means the Company’s management team that is comprised of Miguel Galuccio, Pablo Vera Pinto, Juan Garoby, Alejandro Cherñacov and Matías Weissel.

“Exports Increase Program” means the regime set forth by means of Decree (DNU) 28/2023, which was eliminated on April 11, 2025.

“Extended Facilities Program” means the 10-year agreement approved by Decree No. 179/2025 of the Argentine Executive Branch on March 11, 2025, to be entered into with the IMF, primarily for the purpose of refinancing liabilities under the IMF Agreement.

“Farm-out Agreements” means, collectively, Farm-out Agreement I and Farm-out Agreement II, each entered into between Vista Argentina and Trafigura for the joint development of pads at Bajada del Palo Oeste.

“G&P” means Gas y Petróleo del Neuquén S.A.

“GHG emissions” means greenhouse gas emissions. Scope 1 emissions are direct emissions from sources controlled by the Company within the organizational boundaries of reporting, and include combustion, flaring, venting, and fugitive sources. Scope 2 emissions are indirect emissions from energy used by Vista but produced by a third party, and may include imported electricity, steam, and heat.

“IASB” means the International Accounting Standards Board.

“IMF Agreement” means the 30-month agreement approved by the Argentine government on March 17, 2022, with the IMF to refinance US$44.0 billion of debt, comprising ten quarterly reviews over a two-and-a-half-year period.

“IMF” means the International Monetary Fund.

“INDEC” means the Argentine National Institute of Statistics and Censuses (Instituto Nacional de Estadística y Censos).

“IOGP” means the International Association of Oil and Gas Producers.

“IPIECA” means the global oil and gas industry association for environmental and social issues.

“JOA” means the Joint Operating Agreement entered into on September 24, 2019, between Vista LACH’s predecessor and YPF, establishing the terms and conditions for the development of the La Amarga Chica block.

“JV Agreement” means the joint venture agreement entered into on December 10, 2014, between YPF and Vista LACH’s predecessor for the exploration, evaluation, development and exploitation of hydrocarbons in the La Amarga Chica unconventional exploitation concession.

“La Amarga Chica Acquisition” refers to the acquisition by Vista Argentina and Vista of 100% of Vista LACH’s capital stock.

“La Amarga Chica” means La Amarga Chica concession, located in the Vaca Muerta shale play.

“Labor Reform” means Argentine Law No. 27,802, enacted on March 6, 2026, introducing amendments to the legal framework governing strikes, direct action measures and collective bargaining, among other labor-related matters.

“Ley de Bases” means the Argentine Law No. 27,742 (Ley de Bases y Puntos de Partida para la Libertad de los Argentinos).

“LNG” means liquefied natural gas.

“LPG” means liquefied petroleum gas (includes butane and propane).

“Mexican Constitution” means the Mexican Political Constitution (Constitución Política de los Estados Unidos Mexicanos).

“Mexican Executive Branch” means the Mexican federal executive branch.

“Mexican Hydrocarbons Sector Law” means Mexico’s Hydrocarbons Sector Law (Ley del Sector Hidrocarburos), as amended from time to time.

“Mexican Judicial Reform” means the constitutional reform published in the Mexican Federal Official Gazette on September 15, 2024, introducing changes to Mexico’s judicial system, including the popular election of judges, magistrates, and Supreme Court justices.

“MMBtu” means million British thermal units.

“NBS” means nature-based solutions.

“NGL” means natural gas liquids, including butane and propane (LPG).

“Oldelval” means Oleoductos del Valle S.A., the operator of the key crude oil pipeline system connecting the Neuquina Basin to Puerto Rosales near Bahía Blanca.

“OPEC” means Organization of Petroleum Exporting Countries.

“Pampa” means Pampa Energía S.A.

“Pan American Sur” means Pan American Sur S.A.

“Pemex” means the Mexico’s national oil company (Petróleos Mexicanos).

“PEPASA Acquirers” means Vista and Vista Argentina, as purchasers under the PEPASA Sale and Purchase Agreement.

“PEPASA Sale and Purchase Agreement” means the sale and purchase agreement entered into on April 15, 2025, between the PEPASA Acquirers and the PEPASA Sellers for the acquisition of 100% of Vista LACH’s capital stock.

“PEPASA Sellers” means Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V., as sellers under the PEPASA Sale and Purchase Agreement.

“Plan GasAr” means the Argentine Plan for the Promotion of Natural Gas Production – Supply and Demand Scheme 2020-2024, implemented by Decree No. 892/2020 (as amended by Decree No. 730/2022 and Resolution No. 606/2025 of the SdE) and extended until 2028.

“Plan” means the Long-Term Incentive Plan adopted by Vista’s shareholders on March 22, 2018, for the purpose of attracting and retaining officers, directors, employees and consultants through grants of Restricted Stock, Stock Options and Performance Restricted Stock.

“Pluspetrol” means Pluspetrol S.A.

“production” when used with respect to (i) our gas production, it excludes flared gas, injected gas and gas consumed in our operations and (ii) our NGL production, consists only of LPG.

“proved developed reserves” means those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.

“proved reserves” means those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. For a complete definition of “proved oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(22).

“proved undeveloped reserves” means those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects. For a complete definition of “proved undeveloped oil and natural gas reserves,” refer to the SEC’s Regulation S-X, Rule 4, 10(a)(31).

“Province” means each of the twenty-three federal states referred to in the Argentine Constitution, which, together with the Autonomous City of Buenos Aires, constitute the first-order territorial jurisdictions and divisions of the Republic of Argentina.

“RIGI” means Argentina’s Incentive for Large Investments Framework (Régimen de Incentivo para Grandes Inversiones), established by the Ley de Bases and regulated by Decree No. 749/2024.

“RNV” means the Mexican National Securities Registry (Registro Nacional de Valores).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SENER” means Secretaría de Energía, or Energy Secretariat, in Mexico.

“Shell Argentina” means Shell Argentina S.A.

“SOX” means the Sarbanes-Oxley Act of 2002.

“Tango” means Tango Energy S.A. (formerly known as Petrolera Aconcagua Energía S.A.).

“Tecpetrol” means Tecpetrol S.A.

“TGN” means Transportadora de Gas del Norte S.A., an Argentine natural gas pipeline operator.

“TGS” means Transportadora de Gas del Sur S.A., an Argentine natural gas pipeline operator.

“Trade Framework” means the Agreement on Reciprocal Trade and Investment signed on February 5, 2026, between Argentina and the United States, a bilateral trade and investment framework intended to reduce tariff and non-tariff barriers and expand investment between both countries.

“Trafigura Agreement” means the agreement entered into on December 16, 2024, between Vista Argentina and Trafigura, effective January 1, 2025, pursuant to which Vista Argentina assumed Trafigura’s interest in the Farm-out Agreements.

“Trafigura” means Trafigura Argentina S.A.

“TRIR” means total recordable injury rate, calculated as the number of recordable incidents multiplied by 1,000,000 divided by total number of hours worked.

“UN” means United Nations.

“VEISA” means Vista Energy International S.A., a wholly-owned subsidiary of Vista incorporated and domiciled in Uruguay, dedicated to the commercialization of crude oil volumes in international markets.

“Vista Argentina” means Vista Energy Argentina S.A.U. (formerly known as Vista Oil & Gas Argentina S.A.U., prior thereto as Vista Oil & Gas Argentina S.A., and prior thereto, as Petrolera Entre Lomas S.A.).

“Vista Holding I” means Vista Energy Holding I, S.A. de C.V. (formerly known as Vista Oil & Gas Holding I, S.A. de C.V.).

“Vista Holding II” means Vista Energy Holding II, S.A. de C.V. (formerly known as Vista Oil & Gas Holding II, S.A. de C.V.).

“Vista LACH” means Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.).

“VMOC” means Vaca Muerta Oleoducto Centro, a crude oil pipeline with a maximum transportation capacity of approximately 49,000 bbl/d.

“VMON” means the Vaca Muerta Norte pipeline, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, with a capacity of 157,000 bbl/d.

“VMOS Project” means the Vaca Muerta Oleoducto Sur crude oil export pipeline project, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new deep-water port, with an estimated initial capacity of 550,000 bbl/d, expected to be completed by mid-2027.

“VMOS Shareholders” means the shareholders of VMOS, including Vista Argentina, YPF, Pampa, Pan American Sur, Pluspetrol, Chevron (through two subsidiaries), Shell Argentina (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A.

“VMOS” means VMOS S.A., the company formed by Vista Argentina, YPF, Pampa, Pan American Sur and other shareholders for the purpose of developing the VMOS Project.

“YPF” means YPF S.A.

Measurements, Oil and Natural Gas Terms and Other Data

In this annual report, we use the following measurements:

•

“Bcf” means one billion cubic feet;

•

“bbl,” “bo,” or “barrel of oil” means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters;

•

“boe” means one barrel of oil equivalent, which equals approximately 158.9873 cubic meters of natural gas and 5,614.5841 cubic feet of natural gas;

•

“Bn,” when used before bbl, bo, boe or cf, means one billion bbl, bo, boe or cf, respectively;

•

“cf” means one cubic foot;

•

“cm” means one cubic meter;

•

“CH₄” means methane;

•

“CO₂” means carbon dioxide;

•

“CO₂e” means carbon dioxide equivalent;

•

“ha” means one hectare, which equals approximately 2.47 acres;

•

“kgCO₂e/boe” means kilograms of carbon dioxide equivalent per barrel of oil equivalent;

•

“km” means one kilometer, which equals approximately 0.621371 miles;

•

“km²” means one square kilometer, which equals approximately 247.1 acres;

•

“m” or “meter” means one meter, which equals approximately 3.28084 feet;

•

“M,” when used before bbl, bo, boe or cf, means one thousand bbl, bo, boe or cf, respectively;

•

“m³” means one cubic meter;

•

“MM,” when used before bbl, bo, boe or cf, means one million bbl, bo, boe or cf, respectively;

•

“N₂O” means nitrous oxide;

•

“T,” when used before bbl, bo, boe or cf, means one trillion bbl, bo, boe or cf, respectively;

•

“Tn” means a metric ton, and

•

“/d,” or “pd” when used after bbl, bo, boe or cf, means per day.

FORWARD-LOOKING STATEMENTS

This annual report contains estimates and forward-looking statements, principally in “Item 3—Key Information—Risk Factors,” “Item 4—Information on the Company—Business Overview” and “Item 5—Operating and Financial Review and Prospects.” Some of the matters discussed herein concerning our business operations and financial performance include estimates and forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended (“Securities Act”) and the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”).

The words such as “believes,” “expects,” “anticipates,” “intends,” “should,” “seeks,” “estimates,” “future,” “may,” “could,” “would,” “likely” or similar expressions are included with the intention of identifying statements about the future. We have based these forward-looking statements on numerous assumptions, including our current beliefs, expectations and projections about present and future events and financial trends affecting our business. These expectations and projections are subject to significant known and unknown risks and uncertainties which may cause our actual results, performance or achievements, or industry results, to be materially different from any expected or projected results, performance or achievements expressed or implied by such forward-looking statements. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results, performance or achievements to differ materially from those expressed or implied in our forward-looking statements, including, among other things:

•

uncertainties relating to future government concessions and exploration permits;

•

adverse outcomes in litigation that may arise in the future;

•

general political, economic, social, demographic and business conditions in Argentina, Mexico and in other countries in which we may operate in the future;

•

the impact of political developments and uncertainties relating to political and economic conditions in Argentina, including the policies of the current government in Argentina;

•

significant economic or political developments in Mexico, Argentina and the United States;

•

changes in law, rules, regulations and interpretations and enforcements thereto applicable to the Argentine and Mexican energy sectors and throughout Latin America, including changes to the regulatory environment in which we operate and changes to programs established to promote investments in the energy industry;

•

any unexpected increases in financing costs or an inability to obtain financing and/or additional capital pursuant to attractive terms;

•

any changes in the capital markets in general that may affect the policies or attitude in Argentina and/or Mexico, and/or Argentine and Mexican companies with respect to financings extended to or investments made in Argentina and Mexico or Argentine and Mexican companies;

•

fines or other penalties and claims by the authorities and/or customers;

•

restrictions on the ability to exchange Mexican or Argentine Pesos into foreign currencies or to transfer funds abroad;

•

the imposition of import restrictions on goods that are key for the maintenance of our assets;

•

the revocation or amendment of our respective concession agreements by the granting authority;

•

our ability to renew certain hydrocarbon exploitation concessions;

•

our ability to implement our capital expenditures plans or business strategy, including our ability to obtain financing when necessary and on reasonable terms;

•

government intervention, including measures that result in changes to the Argentine and Mexican labor markets, exchange markets or tax systems;

•

continued and/or higher rates of inflation and fluctuations in exchange rates, including the devaluation and/or appreciation of the Mexican Peso or Argentine Peso;

•

any force majeure events, or fluctuations or reductions in the value of Argentine public debt;

•

changes to the demand for oil and gas in particular, and energy in general, both in Argentina and globally;

•

the effects of a pandemic or epidemic and any subsequent mandatory regulatory restrictions or containment measures;

•

environmental, health and safety regulations and industry standards that are becoming more stringent;

•

energy markets, including the timing and extent of changes and volatility in commodity prices, and the impact of any protracted or material reduction in oil prices from historical averages;

•

our relationship with our employees and our ability to retain key members of our senior management and key technical employees;

•

the ability of our directors and officers to identify an adequate number of potential acquisition opportunities;

•

our expectations with respect to the performance of our recently acquired businesses, including Vista LACH;

•

our expectations for future production, costs and crude oil prices used in our projections;

•

changes to our capital expenditure plans;

•

uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves, and changes to our previous reserves estimates;

•

increased market competition in the energy sectors in Argentina and Mexico;

•

potential regulatory changes and modifications to free trade agreements driven by evolving U.S. trade policies and political developments in Argentina, Mexico or other Latin American countries;

•

climate change and severe weather events;

•

any potential adverse effects that may arise in connection with any prospective mergers, acquisitions, divestitures, or other corporate reorganizations;

•

adverse global macroeconomic environments, including trade wars, high inflation, a global recession, and increasing market volatility, especially in relation to commodities prices; and

•

ongoing and potential geopolitical conflicts, including, among others, those involving Russia and Ukraine; the United States, Israel, Hamas, Iran and several countries in the Middle East; and tensions between China and Taiwan.

•

additional matters identified in “Risk Factors.”

Forward-looking statements speak only as of the date on which they were made, and we undertake no obligation to release publicly any updates or revisions to any forward-looking statements contained herein after we distribute this annual report because of new information, future events or other factors. In light of these limitations, undue reliance should not be placed on forward-looking statements contained in this annual report.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

RISK FACTORS

You should carefully consider the following risk factors in evaluating us and our business before investing in Vista. In particular, you should consider the risks related to an investment in companies operating in Argentina, Mexico and Latin America generally, for which we have included information in these risk factors to the extent that information is publicly available. In general, investing in the securities of issuers whose operations are located in emerging market countries such as Mexico and stand-alone countries such as Argentina involve a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this annual report actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we do not presently consider material, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our series A shares or ADSs may decline and you may lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this annual report, including the Audited Financial Statements and the related notes thereto. Our actual results could differ materially and adversely from those anticipated in this annual report.

Risk Factor Summary

The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “—Detailed Risk Factors” for a comprehensive description of these and other risks.

Risks Related to Our Business and Industry:

As an oil and gas company, our business and industry is subject to particular risks, such as exploration, drilling, completion, production, equipment and resources, gathering, treatment and transportation risks; risks related to natural hazards, weather conditions, and mechanical difficulties; fluctuations and regulation of international and domestic oil prices; the availability of financial resources for our business plan and its corresponding costs; inflation; government regulation; and contractions in demand of crude oil and natural gas or any of their by-products. Additional risks exist in light of the conflict between Russia and Ukraine and the conflicts involving the United States, Israel, Iran and other Middle East countries, including the de facto closure of the Strait of Hormuz, and the associated economic and trade sanctions and restrictions that have been imposed or may be imposed in the future as a result of such conflicts or others. Additionally, changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. Recent escalations in tensions between Venezuela and the United States, as well as political and institutional uncertainty in Venezuela, could also affect crude oil supply, quality differentials, and trade flows, generating volatility in prices, logistics costs, and insurance costs. Also, as a company which primarily operates in Argentina and Mexico, our business may be affected by changes in those markets.

Our business operations require significant and long-term capital investments and maintenance costs. Our liquidity, business activities, profitability and ability to compete in the market may be adversely affected if we are not able to acquire and correctly use necessary new technologies in connection with future drilling projects, obtaining financing for such projects, obtain and/or maintain partners to develop our business activities.

The enhanced focus on climate change and the transition to lower carbon energy sources on the part of the international community, governments, and investors is driving structural changes in energy demand, including increased use of renewable energy and alternative technologies. This energy transition could significantly impact our industry and business, potentially resulting in reduced demand for the oil and natural gas we produce, increased operating and compliance costs, changes in market conditions affecting our investment plans, and reputational risks associated with our business activities. If we fail to meet the pace and extent of society’s changing demands for lower carbon energy as the energy transition unfolds, our business, financial condition and results of operations could be adversely affected. In addition, evolving regulatory frameworks, including potential carbon pricing mechanisms and the introduction of more stringent emissions-related regulatory requirements, as well as shifting investor and market expectations, could affect our access to capital, increase our cost of financing, operating costs and capital expenditures, and further expose us to reputational risks. Furthermore, adverse climate conditions, including changes in precipitation patterns and water availability, may adversely affect our results of operations and our ability to conduct drilling activities. Additionally, adverse climate conditions could negatively impact the Argentine economy, which could in turn affect our results of operations.

Risks Related to our Company:

Most of our producing properties and total estimated proved reserves are geographically concentrated in Argentina. The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations. As such, we may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities. We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and our results of operations. We also may be subject to unknown or contingent liabilities related to our recent and future acquisitions, including the La Amarga Chica Acquisition and the Equinor Transaction. With respect to the Equinor Transaction, we cannot assure that the Equinor Asset Sellers or the companies acquired will fully perform their obligations, that the Equinor Transaction Assets will perform as expected, or that we will be able to successfully integrate the operations of the Equinor Transaction Assets with our own operations. We may also be unable to satisfy our payment obligations in connection with the La Amarga Chica Acquisition.

The oil and gas industry is competitive and our ability to achieve our strategic objectives depends on our ability to successfully compete in the market.

We may also be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. Additionally, we are subject to anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations of Mexico, Argentina and other nations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations. Our operations may pose risks to the environment, and any climate change legislation or regulations restricting emissions of greenhouse gases and legal frameworks promoting an increase in the participation of energies from renewable sources could significantly impact our industry and result in increased operating costs and reduced demand for the oil and natural gas we produce.

Risks Related to the Argentine and Mexican Economic and Regulatory Environments:

Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico. Some of these risks may include, among others, the economic and political conditions in Argentina and Mexico, Argentina’s ability to obtain financing from international markets, changing regulation in the countries in which we operate, direct and indirect restrictions on imports and exports under Argentine law, current or potential Argentine exchange controls, the imposition of export duties and other taxes, inflation, significant fluctuations in the value of the Argentine Peso, criminal activity in Mexico, and joint and several tax liability. Recent reforms and amendments to Mexican laws and regulations, including the Energy Reform 2025, may adversely affect our operations if applicable to our activities. The Argentine Labor Reform (Law No. 27,802)

introduced significant changes to the employment framework, including mandatory minimum service levels for strikes and amendments to the collective bargaining regime, which may result in renegotiations of existing collective bargaining terms on conditions that could be less favorable to us. Additionally, the implementation of a pre-closing antitrust review system in Argentina, effective November 2026, could materially affect the timeline and feasibility of future mergers or acquisitions. We are also subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico (block CS-01).

Risks Related to our series A shares and the ADSs:

The series A shares and ADSs are traded in more than one market, and this may result in price variations. Dividend distributions to holders of our series A shares will be made in Mexican Pesos.

Also, if securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADSs could decline.

As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. We are also permitted to rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our ADSs.

ADS holders may also be subject to additional risks related to holding ADSs rather than series A shares. For example, ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Additionally, our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders. Our bylaws also contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders. ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Detailed Risk Factors

Risks Related to Our Business and Industry

The oil and gas industry is subject to particular operational and economic risks.

Oil and gas exploration and production (“E&P”) activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as drilling, completion, production, equipment, gathering, treatment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be curtailed, delayed or canceled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment or the construction of roads to access drilling sites, works related to third-party vendors, road blocks, compliance with governmental requirements (including any delays in obtaining the relevant permits), fire, explosions, blow-outs, pipe failure, abnormally pressured formations, supply chain bottlenecks, lockdown restrictions on the general population and reduced hydrocarbons demand due to a pandemic, such as COVID-19, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases or natural disasters preventing us from accessing the drilling sites. Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient revenues to return a profit after drilling, completion, operating and other costs are considered.

We are exposed to the effects of fluctuations and regulation of international and domestic oil prices. In addition, limitations on local pricing of our products in Argentina and Mexico may adversely affect our results of operations.

Most of our revenues are derived from sales from oil and natural gas. During the year ended December 31, 2025, 61% of our oil sales volumes were exported, and we expect to continue exporting a substantial portion of our volumes in the future. We are, therefore, exposed to pricing risk in both the international and the Argentine domestic markets, especially the Argentine domestic market.

International and domestic oil and gas prices have fluctuated significantly in recent years and are likely to continue fluctuating in the future. Factors affecting international crude oil prices include: political developments in crude oil producing regions, particularly in the Middle East, the ongoing conflicts between Russia and Ukraine; the United States, Israel, and several other countries in the Middle East; tensions between China and Taiwan; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) and other crude oil producing nations to set and maintain crude oil production levels and prices; sanctions regimes and price caps affecting major oil exporters; macroeconomic conditions, including inflation and GDP growth; global and regional supply and demand for crude oil, gas and related products; investment in new projects to add new oil production volumes to the market; global supply chain disruptions, and shipping bottlenecks; competition from other energy sources and the energy transition toward renewable alternatives, domestic and foreign government regulations, trade conflicts, weather conditions; the effects of a pandemic, including lockdown restrictions imposed by governments; and global and local conflicts, war, or acts of terrorism. We cannot predict how these factors will influence the prices of oil and related oil products, and we have no control over them. Price volatility curtails the ability of industry participants to adopt certain long-term investment decisions given that returns on investments become unpredictable.

Secondly, the domestic crude oil price has fluctuated in the past in Argentina not only due to international prices and the risks outlined above, but also due to local taxation, regulations affecting commercialization in the domestic and export markets in connection with crude and refined hydrocarbons, macroeconomic conditions, the impact of a pandemic on general economic activity and therefore crude oil demand and refining margins. The domestic crude oil price is also subject to local price limitations imposed by the Argentine government. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%. Subsequently, in 2025, this difference was reduced to zero. However, we cannot guarantee that this gap will not widen in the future. A sustained decrease in oil prices could materially and adversely affect our business, financial condition and results of operations.

The determination by the Argentine and Mexican governments to fix, or indirectly intervene, to generate local crude oil prices at values below export parity could have an adverse effect on our results of operations, financial condition, and cash flows. In the event that local prices were reduced through any of the factors described above, which we cannot control, this could affect the economic performance of our existing and future projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets. A decline in realized crude oil prices for an extended period of time (or if prices for certain products fail to keep pace with cost increases) could adversely affect both the economic viability of our drilling projects and, consequently, our ability to meet our operational and financial targets. These price declines could result in changes to our development plans, reduced capital expenditures, failure of our joint venture partners to approve investment projects, a loss of proved developed reserves and proved undeveloped reserves, an adverse effect on our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources, carry out certain capital expenditure plans, meet our long-term targets and service our financial debt obligations. A decline in realized crude oil prices could also lead to a deterioration in our financial coverage ratios and impairment charges. We cannot predict whether, or to what extent, the potential consequences of such actions could affect our business, impact our production, or affect our financial condition and results of operations, including having enough cash to service our financial debt obligations.

Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.

The administration of U.S. President Donald Trump has introduced significant changes in trade and regulatory policies, including tariffs, trade restrictions, and enforcement measures that could affect cross-border commerce and foreign business operations. In 2025, President Trump signed a series of executive orders imposing various reciprocal tariffs, and other governments have imposed and may continue to impose retaliatory tariffs, trade restrictions or other trade barriers. While the entry into force of these tariffs has been delayed or reduced after being adopted, and certain energy products (such as crude oil) have been exempted as of the date of this annual report, certain refined petroleum products, drilling-equipment components, and steel inputs for pipelines have been partially affected by the new tariff regime.

In addition, in 2026, the Trump administration has further escalated its trade measures, including the imposition of additional sector-specific tariffs targeting steel and aluminum derivatives, industrial equipment, machinery inputs and industrial chemicals. These measures have contributed to increased input costs, supply chain disruptions, and heightened uncertainty for companies operating in capital-intensive industries. The long-term effect of these measures on global economic growth and trade remains uncertain, and could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains.

On February 5, 2026, Argentina and the United States signed the Agreement on Reciprocal Trade and Investment (the “Trade Framework”), a bilateral trade and investment framework intended to reduce tariff and non-tariff barriers and expand investment between both countries. Although the Trade Framework is expected to facilitate increased trade between both countries, its implementation, scope, and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions, and it is not possible to predict what impact, if any, the Trade Framework might have on our revenues or how it could affect our business, financial condition, and results of operations.

As an oil and gas company operating in Argentina, we are subject to import regulations, supply chain dependencies, and cross-border energy trade policies that could be affected by U.S. government actions. Although the Trade Framework has been executed, its implementation, scope and interaction with existing or future tariff and trade measures remain subject to regulatory developments and policy decisions. Any tariff increases, trade restrictions, or enforcement measures targeting the energy sector could increase costs, limit access to critical infrastructure and materials, and disrupt operational continuity.

Given the expanding scope of trade restrictions and the uncertainty surrounding future policies of the Trump administration, including the manner in which the Trade Framework will be implemented or potentially amended, we can provide no assurances regarding the full extent of any potential impact on our operations. To the extent that changes in the political or regulatory environment due to the imposition of tariffs or other measures negatively impact us or the markets in which we operate, our business, financial condition, and results of operations could be materially and adversely affected.

Our business could be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry, and inflation may adversely affect our financial position and operating results.

A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, could negatively impact our operations and therefore adversely affect our results. The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased demand for oil and natural gas, and decreased prices for oil and natural gas.

Supply chain pressures in global production, trade and logistics and demand increases may lead to price inflation in the energy sector. In addition, macroeconomic conditions in Argentina and Mexico may result in cost inflation for goods and services purchased in local currency. Inflationary factors, such as increases in the labor costs, material costs, and overhead costs, may also adversely affect our financial position and operating results. An increase in our costs due to inflation could offset any price increases of our products and services resulting in an adverse effect on our operating results, including having enough cash to service our financial debt obligations.

We are exposed to contractions in demand of crude oil and natural gas and contractions in demand of any of their by-products.

Demand for our crude oil and gas products is largely influenced by the economic activity and growth in Argentina, Mexico and globally. For example, the efforts of the Federal Reserve of the United States and other central banks globally to contain inflation through increase in interest rates, could lead to lower economic growth, and even economic recession in certain economies, or at a global level. In addition, low economic growth in major emerging economies, such as China or India, could negatively impact oil demand. This could have an adverse effect on demand

for crude oil and crude oil prices, and therefore impact negatively on our business. Demand for our products is subject to volatility in the future. Demand for crude oil by-products, such as gasoline, may contract under certain conditions, particularly during economic downturns, or due to governmental subsidies and/or changes in consumer preferences following from the energy transition currently underway.

A contraction of the demand of our products would adversely affect our revenues, causing economic losses to our Company. In addition, a contraction in the demand and/or prices of our products can impact the valuation of our reserves. Additionally, in periods of lower commodity prices, we may curtail production and capital spending or may defer or delay drilling wells because of lower cash generation. Continuous poor economic performance could eventually impair our ability to repay our financial debt, lead to a deterioration in our financial coverage ratios and impairment charges. A contraction of crude oil demand could also affect us financially, including our ability to pay our suppliers for their services, or service our financial debt, which could, in turn, lead to further operational distress.

A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices.

Crude oil is a global commodity and, as such, its price is determined, among other factors, by physical supply and demand. As a crude oil producer, we are exposed to fluctuations in crude oil prices, which have experienced significant volatility in recent years due to various factors, including the COVID-19 pandemic, geopolitical conflicts, OPEC+ production and pricing decisions, and macroeconomic conditions. For example, Brent crude oil prices ranged from below US$20/bbl during the early stages of the COVID-19 pandemic in 2020 to over US$120/bbl in 2022 following Russia’s invasion of Ukraine, before moderating to levels between US$72/bbl and US$97/bbl through 2023, between US$69/bbl and US$91/bbl through 2024, and between US$60/bbl and US$82/bbl through 2025.

Currently, oil markets are in turmoil due to the ongoing conflict in the Middle East and, in particular, the de facto closure of the Strait of Hormuz. However, if the conflict were to end, we expect oil prices to recede (see “—Conflicts in the Middle East could have a material adverse effect on our business, financial condition and results of operations”). In such a scenario, several ongoing projects under development in different countries, such as Brazil, Guyana and the United States, could potentially add supply volumes to the market that, in the aggregate, could be greater than the short-term growth in crude oil demand, leading to excess supply. In such a case, crude oil prices could fall substantially, which could negatively impact our revenues, and materially affect our business, financial condition and results of operations.

In addition, OPEC+ countries have, according to their own reports, voluntarily curtailed oil production, and therefore potentially have the ability to increase supply in the short term. If the OPEC+ countries, as a group or individually, were to unwind such curtailments at a fast pace compared to the increase in short-term oil demand, this could result in excess supply, leading to significant declines in crude oil prices compared to current levels, which could in turn negatively impact our revenues, and materially affect our business, financial condition and results of operations.

The conflict involving Russia and Ukraine, and the associated new, additional, and/or enhanced economic and trade sanctions and restrictions that have been imposed by various countries, could have a material adverse effect on our business, financial condition and results of operations.

The conflict involving Russia and Ukraine has had, and will likely continue to have, significant international economic effects, including increased inflation, global supply chains problems, market volatility, as well as an impact on commodity prices. The conflict and its effects could exacerbate the current slowdown in the global economy, have a negative impact on commerce, and adversely affect the ability of some of our customers exposed to the Russian and/or Ukrainian market to pay for our products.

In addition, the conflict has resulted in the imposition of economic and trade sanctions and restrictions targeting Russia and certain Russian economic sectors and companies by the United States, the European Union, the United Kingdom and other relevant countries. The severity of these sanctions could worsen and contribute to shortages of raw materials and commodities, including crude oil transportation services by ship, which in turn could lead to higher levels of inflation and disruptions in the global supply chain, which could especially affect the energy sector, and could create supply chain difficulties in local markets.

While certain global media sources are reporting a possible negotiation for a ceasefire in Ukraine, due to the uncertainties inherent in the scale, duration and development of this conflict as well as its direct and indirect effects, it is not possible to reasonably estimate the impact this conflict will have on the global economy and financial markets, the economies of the countries in which we operate and, consequently, in our business, financial condition and results of operations.

Conflicts in the Middle East could have a material adverse effect on our business, financial condition and results of operations.

Historically, the Middle East region has been the scene of numerous armed conflicts, political tensions, and territorial disputes that have created an environment of long-term instability. Factors such as religious and geopolitical rivalries, as well as competition for strategic resources such as oil and gas, have contributed to the persistence of conflict situations. This instability has had large-scale repercussions, affecting global markets, international supply chains, and the economic security of countries and companies with interests in the region. The volatility inherent in the Middle East poses a constant risk to the global economy, as any escalation can trigger adverse effects on commodity prices, investor confidence, and international financial stability.

Since October 2023, the conflict in the Middle East has escalated significantly, and its duration, impact, and development remain unpredictable. More recently, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, targeting strategic sites in Tehran and other locations, including senior Iranian leadership. In response, Iran has carried out attacks against Israeli territory and U.S. military bases in the Gulf, and the conflict has now involved strikes on U.S. diplomatic posts in the region and retaliatory actions against allied nations. The hostilities have increasingly taken on a regional dimension, with incidents and military actions reported across several other countries in the Middle East, heightening the risk of broader geopolitical escalation. The de facto closure of the Strait of Hormuz, a critical global energy transit route, has significantly disrupted maritime traffic, affecting more than 15% of global crude oil production and materially increasing oil prices: in March 2026, Brent averaged US$99.6/bbl, compared to US$69.3/bbl in February.

In addition, events of internal instability, including large-scale social protests and civil unrest, in key countries in the region could intensify volatility and cause further disruptions to supply chains, logistics, and the security of other energy routes, such as the Red Sea, with adverse effects on commodity prices, insurance premiums, the availability of critical services, and access to financing. Furthermore, the conflict has been accompanied by an increase in cyber operations and cyberattacks attributed to state-linked or affiliated actors targeting governmental, financial and energy infrastructure in the region and elsewhere, which may create additional risks for global markets and companies operating in the energy sector.

Global financial markets have reacted to the escalation, with stock indices in major regions sliding amid concerns of broader economic impact, including the potential for a global increase in interest rates and, eventually, a global recession, which could negatively impact demand for energy and energy prices.

Such conflicts and tensions in the Middle East have created, and could lead to, further disruptions in markets, including significant volatility in commodities, credit availability, and financial markets in general. Due to the uncertainties inherent in the scale and duration of these events, and their direct and indirect effects, it is not reasonably possible to estimate the impact they could have on our business.

Recent escalations in tensions between Venezuela and the United States could affect us.

Political, economic, and geopolitical developments in Venezuela, including changes in sanctions and licenses applicable to the hydrocarbon sector, could alter crude oil supply, quality differentials, and trade flows, generating volatility in prices, logistics costs, and insurance costs.

The capture and detention of President Nicolás Maduro led to a period of acute political and institutional uncertainty in Venezuela, with immediate effects on administrative continuity, the applicable regulatory framework, exchange rate and control policies, and the fulfillment of contracts and concessions, particularly in strategic sectors such as hydrocarbons, energy, and infrastructure. According to international press reports, the situation continues to evolve, and the scope of its regulatory and operational effects remains uncertain.

On the other hand, a substantial improvement in political, regulatory, or market conditions that facilitates the reconstruction and expansion of Venezuela’s oil industry could lead to a material increase in the global supply of crude oil and derivatives in the medium or long term, putting downward pressure on international prices. A scenario of operational normalization, lifting or relaxation of trade and capital access restrictions, and/or new investment in E&P in Venezuela could accelerate the recovery of exportable volumes from that country. The magnitude, scope, and timing of any recovery in Venezuela’s oil supply are uncertain and beyond our control, so we cannot guarantee that the market will absorb an eventual increase in supply without impacts on the industry or on our operating and financial results.

These changes could adversely affect our markets, prices, margins, and access to counterparties and services, with impacts that we cannot predict or control. Additionally, regulatory and macroeconomic uncertainty in Venezuela, as well as potential regional tensions, could increase the volatility of crude oil prices, increase risk premiums, financing costs, and compliance burdens, which could materially and adversely affect our operations, results, and financial condition.

Our business requires significant and long-term capital investments and maintenance cost.

The oil and gas industry is a capital-intensive industry. We make and expect to continue to make substantial capital expenditures related to development and acquisition of oil and gas resources and in order to maintain or increase the amount of our hydrocarbon reserves and production.

We have funded, and we expect that we will continue to fund, our capital expenditures with cash generated by existing operations, debt, equity issuances and our available cash. However, under certain scenarios (e.g., in substantially lower realized oil price scenarios compared to average realized oil prices prevailing as of the second semester of 2025), our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. We cannot guarantee that we will be able to maintain our current production levels, generate sufficient cash flow to pay for operating expenditures and service our financial debt, or that we will have access to sufficient borrowing or other financing alternatives to continue our exploration, exploitation and production activities at current or higher levels.

Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures, operating expenditures and acquisitions. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase or even maintain production.

If our revenues decrease, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations are not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a reduction of the capital expenditures devoted to the development of our assets, or even in a curtailment of our operations. This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, including our ability to service financial debt obligations, and the market value of our series A shares or ADSs.

We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and the results of our operations.

The hydrocarbon reserves in any given reservoir decreases as such oil and gas volumes are produced and consumed, with the range of decrease depending on the characteristics of the reservoir and the production rate. Therefore, our results of operations largely depend on our ability to produce oil and gas from existing reserves, to discover additional oil and gas reserves, and to economically exploit oil and gas from these reserves. Unless we are successful in our exploration of oil and gas reserves and their development, in replacing our existing oil and gas reserves or in acquiring new reserves, the production of oil and gas and the volume of our total reserves will decrease over time. While we have geological reports evaluating certain proved and probable reserves, as well as contingent and prospective resources in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas.

Drilling activities are also subject to numerous risks and may involve unprofitable efforts, not only with respect to dry wells but also with respect to wells that are productive but do not produce enough net income to derive profit after covering drilling costs and other operating costs. The construction of a well does not assure a return on investment or recovery of the costs of drilling, completion and operating costs. Lower oil and natural gas prices could also affect our future investment and growth, including future and pending acquisitions.

We may not be able to identify commercially exploitable reservoirs or implement our capital investment program to complete or produce more oil and gas reserves, and the wells we plan to drill may not result in the discovery or production of oil or natural gas. If we are unable to replace our production with new reserves, or acquire new reserves, our reserves will decline and our financial condition, results of operations, cash flow and market value of our series A shares or ADSs could be negatively affected.

The oil and gas reserves that we estimate are based on assumptions that could be inaccurate.

Our oil and gas reserves are estimates based on certain assumptions that could be inaccurate. Reserve estimates depend on the quality of engineering and geological data at the date of the estimate and the manner in which they are interpreted. In addition, reserve engineering is a subjective process for estimating oil and gas accumulations that cannot be accurately measured, and the estimates of other engineers may differ materially. A number of assumptions and uncertainties are inherent in estimating the amounts of proven reserves of oil and gas (including, but not limited to production forecasts, the time and amount of development expenditures, testing and production after the date of the estimates, among others), many of which are beyond our control and are subject to change over time.

Consequently, measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs. In addition, the estimation of “proved oil and natural gas reserves” based on Argentine SdE Resolution No. 324/2006 and Argentine Secretariat of Hydrocarbon Resources (Secretaría de Recursos Hidrocarburíferos) Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations.

As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, including our ability to service financial debt obligations, operating results and the market value of our series A shares or ADSs. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and the 2025 Reserves Report attached hereto as Exhibit 99.1.

Our business operations rely heavily on our production facilities.

A material portion of our revenues depends on our oil and gas facilities, which are key to producing, transporting, treating and injecting oil and gas into transportation infrastructure for sale. In order to execute our strategic plan and meet our targets, we need to expand our capacity to transport, treat and inject our oil and gas production, as well as our water production. If we are not able to execute these expansion projects, our growth plan could be affected.

In addition, while we believe that we maintain adequate insurance coverage and appropriate security measures in respect of such facilities, any material damage to, accident at, or other disruption at such production facilities could have a material adverse effect on our production capacity, financial condition and results of operations.

The lack of availability of midstream capacity may limit our possibility of increasing hydrocarbon production and may adversely affect our financial condition and results of operations.

Our capacity to exploit our hydrocarbon reserves largely depends upon the availability of midstream infrastructure on commercially acceptable terms to transport the produced hydrocarbons from our oilfields to the markets in which they are sold. Typically, oil is transported by pipelines to refineries, while natural gas is usually treated, compressed and transported by pipeline to customers. The lack of oil transportation, storage or loading infrastructure, as well as the lack of vessels for maritime oil transportation, may adversely affect our financial condition and results of operations. The lack of gas treatment, compression or transportation infrastructure may also adversely affect our financial condition and results of operations.

In particular, most of our crude oil production is transported from the Neuquina Basin through the Oldelval pipeline system to the south of the Province of Buenos Aires, from where it is sent to refineries or port facilities at Puerto Rosales or Puerto Galván for exports. On the other hand, part of our oil is transported to Chile through VMON and the Trasandino pipeline.

Furthermore, VMOS (as defined below) plans to construct a new pipeline with an initial transportation capacity of 550 Mbbl/d from Vaca Muerta to a new export terminal with storage capacity at Punta Colorada, Province of Río Negro, which is anticipated to become operational in 2027. Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d. The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and approximately US$2 billion of third-party financing, which has been secured by VMOS.

We have secured sufficient oil midstream capacity through existing infrastructure and expansion projects to support the execution of our production growth plans in our Vaca Muerta assets. However, both planned events (such as scheduled maintenance) and unexpected disruptions (including adverse weather conditions, accidents, union strikes, explosions, or environmental incidents) may restrict access to existing oil midstream capacity, potentially limiting production and adversely impacting our financial condition and results of operations.

Additionally, if oil midstream expansion projects are delayed or canceled, a potential lack of transportation capacity could constrain our production growth, affect our ability to meet targets, and negatively impact our future financial performance, including our ability to service financial debt obligations and the market value of our series A shares or ADSs.

Developments in the oil and gas industry and other factors may result in substantial write-downs of the carrying amount of our assets, which could adversely affect our financial condition and results of operations.

Changes in the economic, regulatory, business or political environment in Argentina, Mexico or other markets where we operate, such as price controls over crude oil or crude oil by-products or the significant decline in international crude oil and gas prices in recent years, among other factors, may result in the recognition of impairment charges in certain of our assets.

We evaluate the carrying amount of our assets for possible impairment on an annual basis, or more frequently where the circumstances require. Our impairment tests are performed by a comparison of the carrying amount of an individual asset or a cash-generating unit with its recoverable amount. Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Substantial write-downs of the carrying amount of our assets could adversely affect our financial condition and results of operations.

Exploration and development drilling may not result in commercially productive reserves.

Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including (i) unexpected drilling conditions; (ii) unexpected pressure or irregularities in formations; (iii) equipment failures or accidents; (iv) construction delays; (v) hydraulic stimulation accidents or failures; (vi) adverse weather conditions; (vii) restricted access to land for drilling or laying pipelines; (viii) title defects; (ix) lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities; (x) lack of available capacity on interconnecting transmission pipelines; (xi) access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; (xii) involuntary human error; and (xiii) delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements.

Our future drilling activities may not be successful and, if unsuccessful, our proved reserves and production would decline, which could have an adverse effect on our future results of operations and financial condition. While all drilling, whether development, extension or exploratory, involves these risks, exploratory and extension drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. If we are not successful in our exploration or extension drilling activities, we might not be able to replace the reserves consumed as a result of our production and therefore our production will decline over time, which could adversely affect our financial condition and results of operations.

Our operations are substantially dependent upon the availability of water and our ability to dispose of produced water gathered from drilling and production activities. Changes in hydrological patterns associated with climate change may affect water availability over time. Restrictions on our ability to obtain water or dispose of produced water may have a material adverse effect on our financial condition, results of operations and cash flows.

Water is an essential component of unconventional drilling, completion and hydrocarbon production. In the regions where we operate, including Vaca Muerta, water sources are limited and subject to variability over time. Limitations or restrictions on our ability to secure sufficient amounts of water, including those resulting from regulatory requirements or natural causes such as drought, could materially and adversely impact our operations. Severe drought conditions could potentially result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic stimulation in order to protect the local water supply. If we are unable to obtain water to use in our operations from local sources, it may need to be obtained from new sources and transported to drilling sites, or other facilities, resulting in increased costs, which could have an adverse impact on our financial condition and cash flows. Additionally, if we were unable to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse effect on our growth prospects, financial condition, results of operations and cash flows.

Our operations may pose risks to the environment.

Some of our operations are subject to environmental risks which could materialize unexpectedly and could have a material adverse impact on our financial condition and results of operations, including our ability to service financial debt. These include the risk of leaks or spills of hydrocarbons, contamination of soil or water sources, fire and explosions, damages to infrastructure or the general population. There can be no assurance that future environmental issues will not result in cost increases, civil liability or administrative action, which could lead to a material adverse effect on our financial condition, results of operations, reputation and social license to operate.

Any climate change legislation or regulations restricting GHG emissions, including the introduction of carbon pricing mechanisms, could result in increased operating costs and capital expenditures.

Due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards or the adoption of cap-and-trade regimes. More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives, compliance costs and operational restrictions, and/or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our operating costs and capital expenditures. We expect that a growing share of our GHG emissions could be subject to regulation, resulting in increased compliance costs, capital requirements and operational restrictions. Regulators may seek to limit certain oil and gas projects or make it more difficult to obtain required permits for hydrocarbon E&P. Additionally, climate activists around the globe are challenging the grant of new and existing regulatory permits. We expect that these challenges are likely to continue and could delay or prohibit operations in certain cases.

Compliance with legal and regulatory changes relating to climate change set out by the Argentine and Mexican governments, including those resulting from the implementation of international treaties (see “Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework”) may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

In addition, environmental laws that may be implemented in the future could increase litigation risks and have a material adverse effect on us. For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can establish responsibilities for gas emissions and prevent, mitigate or minimize the damages or impacts associated with climate change (see “Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework”). If additional requirements were adopted in Argentina, these requirements could add to our litigation costs and impact adversely on our results of operations.

We cannot predict the overall impact that the enactment of new environmental laws or regulations could have on our financial results, results of operations, and cash flows and the market value of our series A shares or ADSs.

The energy transition could result in reduced demand for the oil and gas we produce, negatively impact our long-term plans, and lead to opposition from certain stakeholders.

We expect that measures taken by governments, NGOs, customers, and end users of refined hydrocarbon products to reduce emissions will continue to suppress demand for hydrocarbons and their by-products, potentially impacting oil and gas prices. For example, demand could decline further if households increasingly adopt electric vehicles, public transportation transitions to electric or renewable fuel sources, power generation shifts more extensively to renewable energy, or hydrogen and other green energy alternatives achieve widespread adoption. These developments may contribute to a decline in global oil and gas demand, potentially leading to additional asset provisions, lower earnings, project cancellations, reduced access to capital, and impairments of certain assets.

Regulations and regimes promoting alternative energy resources may also lead to a decline in demand for crude oil and natural gas, or any of their by-products, in the long-term. In addition, increased regulation of GHG emissions may create greater incentives for the use of alternative energy sources. Any long-term material adverse effect on the oil industry could adversely affect the financial and operational aspects of our business, which we cannot predict with certainty as of the date of this annual report.

Moreover, certain investors might decide to divest their investments in fossil fuel companies and different stakeholder groups might be included to exert pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, in recent years some financial institutions have limited their exposure to fossil fuel projects and to investing in companies that produce fossil fuels. If this trend were to accelerate in the future, our ability to access financing for future projects may be adversely affected. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities, and our ability to service financial debt obligations.

If we fail to meet the pace and extent of society’s changing demands or our own aspirations for lower carbon energy as the energy transition unfolds, we could face reputational costs or fail in sustaining and developing our business.

The pace and extent of the energy transition could pose a risk to the company if our own progress towards decarbonization moves at a different speed than that of our competitors and the economy in general, or if we fail to meet our aspirations. If we are slower than competitors or the economy in general, either because we do not invest enough funds, or invest in technologies that fail to reduce our carbon footprint, or if we fail to reduce our scope 1 and 2 GHG emissions intensity to 7 kgCO2e/boe by 2026, or if we fail to generate carbon credits through Aike to match the volume of scope 1 and 2 GHG emissions in our operation by 2026, our reputation may suffer and customers may prefer a different supplier, which would adversely impact demand for our hydrocarbon products, including the market value of our shale oil acreage and associated resources we expect to develop in the future. Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition.

Expectations relating to GHG emissions and emission reductions, and potential inaccuracies or underreporting, could expose us to liabilities, increased costs, and reputational harm.

Between 2020 and 2025 we have materially reduced scope 1 and 2 GHG emissions intensity, as a result of operational improvements and a full focus on shale oil assets. We aspire to reduce our operating scope 1 and 2 GHG emission intensity to 7 kgCO₂e/boe in 2026, representing a reduction of approximately 80% compared to 2020. Additionally, we are developing a portfolio of nature-based solution projects designed to generate enough carbon credits to match the size of our residual carbon footprint by 2026 through Aike, one of our subsidiaries. See “Item 4—Information on the Company—Environmental Strategy and Performance.”

Matching the volume of carbon credits with the emissions generated by the operation is subject to complex methodologies, calculations, assumptions and estimates, including with respect to how we determine emissions and carbon credits through NBS projects. Although we believe that our methodologies, calculations, assumptions and estimates are reasonable, we cannot assure you that we will not revise our past emissions estimates, our carbon offsets or our future emissions projections or goals as a result of new developments, technologies, regulations, standards or otherwise. Additionally, there is no assurance that the carbon credits generated through NBS projects will be certified by independent third-party certification bodies, or that such carbon credits will be issued and subsequently retired, which could limit their credibility or acceptance in voluntary or compliance carbon markets. In addition, we may pursue business opportunities (including acquisitions or divestments of oil and gas assets) that may affect our emissions estimates and projections.

Our emissions information (including carbon credits) may be calculated differently than by other companies, including our competitors. Investors should make their own diligence and assessment on whether our emissions information is directly comparable to that of other companies.

In addition, our current disclosures do not include Scope 3 emissions, which depend in part on information provided by third parties and may be subject to significant data limitations, inconsistencies and methodological differences. As a result, our emissions data may be incomplete or subject to revisions, and there is a risk of inaccuracies or underreporting of our actual emissions.

Our GHG emissions inventory is calculated and reported in compliance with industry recognized standards (GHG Protocol, API Compendium and GRI reporting). Such calculation is based on limited information and subject to significant uncertainties. For example, our emissions information excludes the emissions arising from concession areas that we do not operate (on which we do not have emissions information) and therefore only covers approximately 70% of our production, based on our 2025 performance data.

Therefore, we cannot guarantee that we will be able to achieve a scope 1 and 2 GHG emission intensity of 7 kgCO₂e/boe in 2026, nor match the volume of our carbon credits with the scope 1 and 2 emissions generated in our operations on the timeline we expect, or at all. Any failure, or perceived failure, by us to adhere to this or other public statements, comply fully with developing interpretations of climate-related laws and regulations, or meet evolving and varied stakeholder expectations and standards could harm our business, reputation, financial condition, and operating results.

Our ability to generate carbon credits through our nature-based solutions projects may be adversely affected by wildfires and other natural risks.

Our objective to match our residual carbon footprint through the generation of carbon credits relies in part on the successful development and performance of nature-based solutions projects carried out by Aike, one of our subsidiaries. These projects, which include afforestation, reforestation, forest conservation, and regenerative agriculture and livestock initiatives, are exposed to physical risks, including wildfires, extreme weather events, pests and other natural disturbances.

In particular, wildfires could damage or destroy project areas, reduce or eliminate the expected carbon sequestration capacity and delay or prevent the validation, verification or future certification of carbon credits. The occurrence of such events may also require additional monitoring, remediation or project adjustments under applicable standards.

Although we implement risk management and monitoring practices, we cannot ensure that such events will not occur or that their impact will be mitigated. Any significant disruption to our nature-based solutions projects could

adversely affect our ability to generate carbon credits in the expected volumes or timelines, which could negatively impact our emissions management strategy, including our ability to meet our objectives through Aike, as well as our business, financial condition and results of operations.

Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy.

The physical effects of climate change such as, but not limited to, heat waves, storms, hail, increases in temperature and sea levels, extensive droughts affecting the river basins where we operate, and fluctuations in sea levels could adversely affect our operations and supply chains. Such adverse climate conditions may lead to, among others, cost increases, drilling delays, power outages, production stoppages, and difficulties in transporting the oil and gas produced by us. Any decrease in our oil and gas production and sales could have a material adverse effect on our business, financial condition or results of operations.

In addition, the occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost or diseases, is unpredictable, may have a potentially devastating impact on production, mainly on agricultural products, and may adversely affect the supply and price of such products. Adverse weather conditions may be exacerbated by the effects of climate change. The effects of severe adverse weather conditions may reduce yields of agricultural activities in Argentina, which constitute a material share of GDP and exports. This could have an adverse effect on the economy, including lower inflows of hard currency from exports, depreciation of the local currency, rising inflation and poverty.

Our activities are subject to social, reputational and operational risks, including negative media attention, potential protests by local communities in the areas where we operate, seismic activity, and potential conflicts with landowners and right-of-way agreements.

Although we are committed to operating in a socially responsible manner, we may face opposition from local communities and negative media attention. We consider our relationship with local communities, including indigenous communities, to be good, but we cannot ensure that any form of protest, including roadblocks, actions limiting access of our workers or contractors to our operations, sabotage, or any disruptive action will not impact our operations. Any such action could have an adverse effect on our reputation, financial condition, and results of operations.

In addition, our operations depend on securing and maintaining rights of way and access agreements with landowners for the development of infrastructure, including pipelines, roads and other facilities. We may face disputes or difficulties in negotiating, renewing or enforcing such agreements, which could result in delays, increased costs or restrictions to access our operations. Any such disputes or limitations could adversely affect our ability to develop, transport or commercialize our production.

There is a risk that hydraulic stimulation activities during well completion operations in the Vaca Muerta may induce seismicity. We, together with a consortium of other oil and gas operators, have conducted extensive research into potential sources of increased seismic activity in the region. As of the date of this annual report, no conclusive evidence has been found linking produced water reinjection into geological formations with amplified seismicity. Nonetheless, we continue to evaluate potential contributing factors. Although as of the date of this annual report no seismic events have resulted in above-ground impacts affecting the health and safety of the communities in the region we operate, the growing density of hydraulic fracturing activities in the region may lead to increased seismic activity in the future. Any such increase could expose the company to heightened regulatory oversight or stakeholder concern.

Furthermore, we are not currently aware of operations being conducted in areas of the Vaca Muerta occupied by indigenous communities. However, self-identification by indigenous communities in the region has historically been fluid, and this circumstance may change over time. In such cases, we may be required to enhance our engagement with indigenous communities and develop a dedicated engagement policy in accordance with Argentine law on prior consultation and International Labour Organization (ILO) Convention No. 169 on Indigenous and Tribal Peoples. Failure to adequately address these matters could expose us to additional regulatory, legal or reputational risks.

Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to failures or disruptions in technological systems, as well as increasing cybersecurity threats.

As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide. Even if we have implemented, and continue to implement, a cybersecurity plan (see “Item 16K—Cybersecurity—Risk Management and Strategy”), the technologies, systems, and networks that we have implemented or may implement in the future, and those of our service providers, may be the object of cyberattacks, failures of information security, or other failures or disruptions in technological systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, and other interruptions or disruptions to our operations. In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for a prolonged period of time. Although we have adopted a Cybersecurity Policy that serves as an umbrella for our cybersecurity risk management standards and procedures to safeguard information and protect our systems, we cannot assure you that cyber incidents or technological failures will not happen in the future and that our operations and/or our financial performance will not be affected.

Information security risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. We have increasingly connected equipment and systems to the Internet. Because of the critical nature of their infrastructure and the increased accessibility enabled through connection to the Internet, they may face a heightened risk of cyber-attack. In the event of such an attack or a failure or disruption in technological systems, our oilfield operations could be disrupted, property damaged and customer information stolen; we could experience substantial loss of revenues, response costs and other financial losses, and be subject to increased litigation and damage to our reputation. A cyber-attack could adversely affect our business, results of operations and financial condition. See “Item 16K—Cybersecurity—Risk Management and Strategy.”

Risks Related to Our Company

The historical financial information included in this annual report and the past performance and experience of our Executive Team may not be indicative of future results.

Our business is inherently volatile due to the influence of external factors, such as domestic oil and gas demand, oil and gas prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Our periodic operating results could fluctuate for many reasons, including many of the risks described in this section, which are beyond our control. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends. Additionally, we believe that the experience of our Executive Team constitutes a differentiated source of competitive strength for us. However, the experience of our Executive Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations. For more information regarding our historical consolidated condensed financial information, see “Presentation of Information,” “Item 8—Financial Information” and the Audited Financial Statements included elsewhere in this annual report.

The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production.

The results of our horizontal drilling efforts in emerging areas and formations in Argentina such as in the Vaca Muerta formation in the Neuquina Basin are generally more uncertain than drilling results in areas that are more developed and have more established production. Because emerging areas and associated target formations have limited or no production history, we are less able to rely on past drilling results in those areas as a basis to predict our future drilling results. In addition, horizontal wells drilled in shale formations, as distinguished from vertical wells, utilize multilateral wells and stacked laterals, which could adversely impact our ability to maximize the efficiency of our horizontal wells related to reservoirs drainage over time. Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas, and can be particularly challenging in Argentina, where access to capital is generally more limited compared to

other regions. If our drilling results are less than anticipated, or we are unable to execute our drilling program because of capital constraints, access to gathering systems and takeaway capacity or otherwise, and/or natural gas and oil prices decline, our investment in these areas may not be as economic as we anticipate, we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future.

Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

Our operations involve utilizing some of the latest drilling and completion techniques we have developed, along with those developed by our key service providers. Risks that we face while drilling horizontal wells include, but are not limited to, the following (i) landing the wellbore in the desired drilling zone; (ii) staying in the desired landing zone while drilling horizontally through the formation; (iii) running casing the entire length of the wellbore; and (iv) being able to run tools and other equipment consistently through the horizontal wellbore.

Risks that we face while completing wells include, but are not limited to, the following: (i) the ability to stimulate the planned number of stages; (ii) the ability to run tools the entire length of the wellbore during completion operations; and (iii) the ability to successfully clean out the wellbore after completion of the final hydraulic stimulation stage.

Any problems or failures in our drilling and completion techniques could adversely affect our business, results of operations and financial condition.

Our operations and drilling activity are concentrated in areas of high competition such as the Neuquina Basin in Argentina, which may affect our ability to obtain the personnel, equipment, services, resources and facilities access needed to complete our development activities as planned or result in increased costs; such concentration also makes us vulnerable to risks associated with operating in a limited geographic area.

As of December 31, 2025, most of our producing properties and total estimated proved reserves were geographically concentrated in Vaca Muerta, in the Neuquina Basin. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high. As a result, demand for personnel, equipment, power, services and resources may increase in the future, as well as the costs for these items. Any delay or inability to secure the personnel, equipment, power, services and resources could result in oil, NGL and gas production being below our forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow, profitability.

As a result of this concentration, we may be disproportionately exposed to the impact of delays or interruptions of operations or production in this area caused by external factors such as governmental regulation, state politics, market limitations, water or sand shortages, lack of midstream capacity, or extreme weather-related conditions.

The oil and gas industry is competitive and our ability to achieve our strategic objectives and expand our business depends on our ability to successfully compete in the market and react to competitive forces.

The oil and gas industry is competitive and we compete with the major independent and state-owned oil and gas companies engaged in the sector, including companies that possess substantially greater financial and other resources than we do for researching and developing E&P technologies, accessing markets, equipment, midstream capacity, labor and capital required to acquire, develop and operate our properties, as well as political relationships and connections with other stakeholders, which is key, given that our business and assets are subject to political decisions. We also compete for the acquisition of licenses and properties in the countries in which we operate.

In addition, should we choose to bid for exploration or exploitation rights in a hydrocarbon area, or bid for midstream capacity, we could face significant competition not only from state-owned, but also from private and public companies.

As we operate in a very competitive business, our competitors may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of

properties and prospects than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry. As a result of each of the foregoing, we may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See “Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition.”

We are also affected by competition for drilling rigs and the availability of related equipment, leading to higher drilling costs over the past several years. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to higher costs of oilfield services, or shortages of drilling equipment, services and personnel. Additionally, the Argentine Foreign Exchange Regulations generate barriers to entry for international service providers, limiting the supply of oilfield goods and services. See “Item 10—Additional Information—Exchange Controls.” Accordingly, failure to manage our costs and our operational performance could result in a material adverse effect on our earnings, cash flows and financial condition.

We must achieve certain milestones to protect the exploitation rights in our concessions.

In order to keep our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments related to drilling and production in determined time periods, as stated in the relevant agreements signed with government authorities. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, including local recession, foreign exchange volatility or high financing costs, which could prevent us from meeting our commitments under such agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas.

If we do not succeed in meeting these milestones, renewing our agreements, maintaining our operations in these concessions or securing new ones, our ability to grow our business may be materially affected. See “Item 5.B—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures” and “Item 5.A—Operating and Financial Review and Prospects—Operating Results—Factors Affecting our Results of Operations—Contractual Obligations.”

We may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities.

We might seek to acquire additional acreage in Vaca Muerta, Argentina, and more broadly in Latin America. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, adequacy of title, operating and capital costs and potential environmental and other liabilities. Although we conduct a review of the properties we acquire which we believe is consistent with industry practices, we can give no assurance that we have identified or will identify all existing or potential problems associated with such properties or that we will be able to mitigate any problems we do identify. Such assessments are inexact, and their accuracy is inherently uncertain. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every existing well in the properties we acquire. Even when we inspect a well, we do not always discover structural, subsurface, title and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for preclosing liabilities, including environmental liabilities. We may acquire interests in properties on an “as-is” basis, with limited remedies for breaches of representations and warranties. As a result of these factors, we may not be able to acquire oil and natural gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms.

The agreements we enter into, including, among others, acquisition agreements and other material transactions, may be subject to litigation and disputes before courts or international fora, as well as regulatory investigations or proceedings.

Certain agreements we have entered into provide that disputes arising thereunder will be resolved through arbitration before international fora, in accordance with the Arbitration Rules of the International Chamber of

Commerce (the “ICC”). By way of example, the PEPASA Sale and Purchase Agreement (as defined below) provides that any disputes arising thereunder will be resolved by arbitration in London in accordance with the ICC Arbitration Rules. Similarly, the Equinor Argentina Share Purchase Agreement and the Bajo del Toro Asset Purchase Agreement each provide that any disputes arising thereunder will be resolved by arbitration in New York in accordance with the ICC Arbitration Rules. Any such arbitration proceedings are expected to be conducted in the English language, and the resulting awards will be final and binding upon the parties.

These types of proceedings may be lengthy, costly and complex, and their outcome is inherently uncertain. In addition, the fora in which disputes arising under these agreements are to be resolved may give rise to logistical and procedural challenges. Furthermore, we or the relevant counterparties may encounter difficulties in recognizing or enforcing arbitral awards in certain jurisdictions.

In addition, our acquisitions and other material transactions may be subject to review, approval or investigation by antitrust authorities or other regulatory bodies in the jurisdictions in which we operate or conduct such transactions, the timing and outcome of which are uncertain. For further information, see “ —Risks Related to the Equinor Transaction — We cannot assure that the required approvals for the Equinor Transaction will be obtained from the relevant authorities.”

We are exposed to foreign exchange risks related to our operations in Argentina.

Our results of operations are subject to foreign exchange fluctuation of the Argentine Peso against the U.S. Dollar or other currencies, which could adversely affect our business and results of operations. The value of the Argentine Peso has experienced significant fluctuations in the past. The main risk of a depreciation or devaluation of the Argentine Peso against the U.S. Dollar is lower realized crude oil prices of sales to the domestic market, given that gasoline prices in Argentina are denominated in local currency, so significant changes in exchange rate have historically limited the ability of refiners to pass through such changes to the end-users.

Additionally, given several accounting rules, material changes in the value of the Argentine Peso against the U.S. Dollar may also negatively affect: (i) deferred income tax associated with our fixed assets, (ii) current income tax and (iii) foreign exchange differences associated with our Argentine Peso exposure.

A significant appreciation of the Argentine Peso against the U.S. Dollar or other currencies could increase the cost of expenditures that are contractually denominated and indexed in Argentine Pesos when translated into U.S. Dollars in the Company’s financial statements. This, in turn, could adversely affect the Company’s operating margins and financial performance, including its ability to service financial debt obligations.

The exchange rate of the Argentine Peso against the U.S. Dollar and other currencies is beyond the Company’s control and is influenced by monetary and economic policies adopted by the Argentine government, as well as by the policies of other countries, particularly those of the United States and Argentina’s key trading partners. The Company cannot predict whether, or to what extent, the Argentine Peso will depreciate or appreciate against the U.S. Dollar or other currencies, nor can it determine the potential impact of such fluctuations on its business and financial condition.

We may be subject to unknown or contingent liabilities related to our recent and future acquisitions.

We occasionally conduct assessments of opportunities to acquire additional oil and gas assets and businesses. Any prospective acquisition could prove to be a substantial undertaking in terms of scale and may introduce new and potentially significant risks, including those related to political, financial, and geographical factors. The success of our acquisition activities is contingent upon our capacity to identify suitable candidates, negotiate acceptable terms of acquisition, and integrate their operations in an effective manner.

Any prospective acquisition would be accompanied by a number of risks, including the potential for a significant decline in oil and gas prices, the risk that oil and natural gas reserves acquired may not be developed as anticipated, the difficulty of assimilating the operation and staff, the possible disruption of our ongoing business, the potential loss of significant key employees, and management’s inability to maximize our financial and strategic position through the successful integration of acquired assets and businesses. Additional challenges may include the maintenance of uniform standards, control, procedures and policies, and the deterioration of relationships with employees, customers, and contractors as a result of any integration of new management personnel.

Moreover, additional capital may be required to finance an acquisition, which could entail debt financing and expose the Company to leverage risk. Any acquisition could impact our liquidity, particularly if we use a portion of available cash to finance the acquisition, and may impact our ability to service financial debt obligations.

There can be no assurance that we will be able to overcome these risks or any other issues related to these acquisitions. Unexpected costs and challenges may arise, and we may experience delays in realizing the benefits of an acquisition. Our capitalization and operational results may undergo significant changes, and we may not have the opportunity to thoroughly assess the economic, financial, and other pertinent information necessary for evaluating future acquisitions. If we cannot effectively manage the integration of acquisitions, it could reduce our focus on subsequent acquisitions and current operations, potentially impacting our financial results, reputation, and business.

In the event of an accident or other occurrence which is not covered by our insurance policies, we may suffer significant losses which may have a material adverse effect on our business and results of operations.

Even though we consider that we have insurance coverage consistent with international standards, there is no assurance concerning the availability or sufficiency of insurance coverage with respect to a particular loss or risk. In the event of an accident or other occurrence in our business which is not covered by insurance under our policies, we may suffer significant losses or be forced to provide compensation in a substantial amount from our own resources, which could have a material adverse effect on our financial condition.

We are not concessionaires or operating partners in all of our joint ventures, as a result must rely on the activities of our operating partners in such joint ventures. Actions taken by the concessionaires and/or operators in these joint ventures could have a material adverse effect on our success.

We carry out hydrocarbon E&P activities through unincorporated joint ventures entered into through agreements with third parties (joint operations for accounting purposes). In some cases, these joint venture agreements or our joint venture partners, rather than us, hold the rights to the concession or the E&P license contracts. Pursuant to the terms and conditions of such agreements, one of the parties assumes the role of operator, and therefore assumes the responsibility of executing all activities pursuant to the agreement. However, in certain cases, neither we nor our subsidiaries may be able to assume the role of concessionaire and/or operator and, in such cases, we must rely on the measures taken by and the performance of our operating partners. Such actions could adversely affect our financial condition and our operating results. For example, as of December 31, 2025, we were not the operator of the La Amarga Chica, Entre Lomas Neuquén, Acambuco, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE concessions, located in Argentina. In such cases, we would be subject to risks related to the performance of, and the measures taken by, the concessionaire and/or operator to carry out the activities. Such actions could adversely affect our financial condition and operating results. For a more complete description of our non-operated concessions, see “Item 4—Information on the Company—Business Overview—Argentina—Concessions.”

We face risks related to certain legal proceedings.

We may be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. While we believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental and tax matters, are subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to us, could significantly exceed any accruals we have provided.

As of December 31, 2025, we employed third-party employees under contract, mostly with large domestic and international service providers. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer.

In addition, we may be subject to undisclosed liabilities related to labor, commercial, civil, tax, criminal, environmental or other contingencies incurred by businesses we acquire in the future as part of our growth strategy, that we were not or may not be able to identify or that may not be adequately indemnified under our acquisition agreements with the sellers of such businesses, in which case our reputation, business, financial condition and results of operation may be materially and adversely affected.

We are subject to Mexican, Argentine and other nations’ anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations.

The United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the laws and regulations implementing the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Mexican Administrative Responsibilities Law (Ley General de Responsabilidades Administrativas), the Argentine Corporate Criminal Liability Law (Ley de Responsabilidad Penal Empresaria) and other applicable anti-corruption laws in other relevant jurisdictions prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls.

In particular, the Argentine Corporate Criminal Liability Law establishes the criminal liability of legal entities for offenses against public administration and transnational bribery committed by, among others, their legal counsel, directors, managers, employees or representatives. Under this law, a legal entity may be held liable—and subject to penalties including fines and partial or total suspension of activities—if it is proven that such offenses were committed, directly or indirectly, in its name, on its behalf or for its benefit. Moreover, if the Company obtained or could have obtained a benefit from such offenses, and if they resulted from a failure to implement effective controls, the Company may be held liable.

It may be possible that, in the future, reports may emerge alleging instances of unethical and illegal conduct on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us. While we will endeavor to monitor such reports and investigate matters which we believe warrant an investigation in keeping with the requirements of our compliance program, and, if necessary or appropriate make disclosure and notify the relevant authorities, any fines, other penalties or adverse publicity that such allegations may attract may have a negative impact on our business and reputation and lead to increased regulatory scrutiny of our business practices.

If we or people or entities that are or were related to us are responsible for violations of applicable anti-corruption laws (whether due to our own acts or inadvertence, or due to the acts or inadvertence of others) or the Code of Ethics and Conduct, we or other persons or entities related to us could suffer civil, criminal and/or other penalties, which in turn could have a material adverse impact on our future business, financial condition and results of operations. See “Item 16B—Code of Ethics.”

We rely on key third-party suppliers, vendors and service providers to provide us with parts, components, services and critical resources that we need to operate our business.

Companies operating in the energy industry, specifically the oil and gas sector, commonly rely upon various key third-party suppliers, vendors and service providers to provide them with parts, components, services, drilling rigs, completion sets, midstream capacity and other critical resources, needed to operate and expand their business. If these key suppliers, vendors and service providers fail to deliver, or are delayed in delivering, equipment, service rigs, completion sets, midstream capacity or critical resources, we may not meet our operating targets in the expected time frame, which could have an adverse effect on our business, financial condition, results of operations, cash flows and/or prospects.

Our operations in the industry could be susceptible to the risks of performance, product quality and financial conditions of our key suppliers, vendors and service providers. For instance, their ability to adequately and timely provide us with parts, components, services and drilling rigs, completion sets, midstream capacity and resources critical to our operations may be affected if they are facing financial constraints or times of general financial stress and economic downturn. There can be no assurance that we will not encounter supply disruptions in the future or that we will be able to timely replace such suppliers or service providers that are not able to meet our needs, which might adversely affect a successful execution of our operations, and consequently, our business, financial condition, results of operations, cash flows and/or prospects.

In addition, our suppliers, vendors and service providers are required to comply with applicable laws and regulations, as well as with our internal policies and standards relating to ethics, integrity, health, safety and environmental practices. Any failure by such third parties to adhere to these standards, including involvement in unethical, fraudulent or non-compliant conduct, could expose us to regulatory sanctions, legal liabilities, reputational harm and disruptions to our operations.

We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.

The sectors in which we operate are highly unionized. We cannot assure you that we or our subsidiaries will not experience labor disruptions or strikes in the future, which could result in a material adverse effect on our business and returns.

In addition, we cannot assure you that we will be able to negotiate new collective bargaining agreements on the same terms, or on terms that are substantially similar, as those currently in force or that we will not be subject to strikes or labor interruptions before or during the negotiation process of said agreements. The collective bargaining agreement for the period April 2025 to March 2026 was signed on June 3, 2025, and amended by the agreement signed on January 13, 2026. A second amendment is pending approval by the Secretary of Labor. In the future, if we are unable to renegotiate the collective bargaining agreement on satisfactory terms or are subject to strikes or labor interruptions, our results of operations, financial condition and the market value of our shares could be materially affected.

In addition, on March 6, 2026, Law No. 27,802 (the “Labor Reform”) was enacted in Argentina. The Labor Reform introduces amendments to the legal framework governing strikes, direct action measures and collective bargaining, among other labor-related matters. With respect to labor disputes, the reform establishes mandatory minimum service levels for strikes affecting “essential services” (75%) and “activities of transcendental importance” (50%), as well as a mandatory five-day advance notice requirement for any party intending to exercise direct action measures. The reform further provides that the participation of workers in blockades or takeovers of business premises may constitute grave cause for termination of the employment relationship. However, we cannot ensure that the minimum service requirements will be effectively enforced or that they will be sufficient to prevent disruptions to our operations.

With respect to collective bargaining, the Labor Reform amends the ultra-activity regime under Law No. 14,250 by providing that expired collective bargaining agreements will only maintain their normative clauses until a new agreement enters into force, while obligational clauses will remain in effect only by mutual agreement of the parties. The reform also requires the labor authority to convene the legitimate parties within one year of its enactment to negotiate, renegotiate or ratify expired collective bargaining agreements. These provisions may result in renegotiations of existing collective bargaining terms on conditions that could be less favorable to us. However, certain provisions of the Labor Reform have been suspended by court order and, as of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal before the Argentine Supreme Court. The full scope and effect of the Labor Reform remain subject to regulatory implementation and judicial interpretation, and any adverse interpretation or implementation could have a material adverse effect on our business, financial condition, results of operations and the market value of our shares.

Our performance is largely dependent on recruiting and retaining key personnel.

Our current and future performance and business operations depend on the contributions of our Executive Team, and of our first-line managers, our engineers, technical crew and other employees. We rely on our ability to

attract, train, motivate, and retain qualified and experienced administrative staff and specialists. No assurance can be given that we will be able to attract and retain personnel for key positions and replacing any of our key employees could prove difficult and time-consuming. The loss of the services and experience of any of our key employees, or our inability to recruit a suitable replacement or additional staff, could have a material adverse effect on our financial condition and operating results.

Our assets are exposed to catastrophic risks and force majeure events.

Our operations are exposed to possible unplanned interruptions caused by significant catastrophic or force majeure events, including, but not limited to: wars, labor strikes, cyclones, earthquakes, tornadoes, hurricanes, landslides, floods, explosions, fires, terrorist attacks, major plant breakdowns, leaks of natural gas, NGL, crude oil, refined petroleum products or other hydrocarbons, pipeline or power line ruptures or other damage, technology failures, faulty design and construction, accidents, demographic changes, government macroeconomic policies and political and social instability. These risks could, among other effects, have a significant adverse impact on the available cash flows of infrastructure assets, cause personal injury or death, property damage, or cause interruptions in our activities. In addition, the cost of repairing or replacing damaged assets could be substantial and could include assessment, repair and maintenance costs. Repeated or prolonged interruptions in activities conducted may result in the permanent loss of customers, significant litigation or penalties in the event of regulatory or contractual non-compliance. Force majeure events that are incapable of being repaired, or are too costly to reverse or resolve, may also have a permanent material adverse effect on us. There can be no assurance that all of our assets will be fully insured against all risks inherent in our business and activities or that all such insurance can be made available on commercially reasonable terms. If a major accident or event occurs that is not fully insured, it could have a material adverse effect on our operations and financial condition.

Our trading operations through VEISA expose us to additional risks that could adversely affect our financial condition and results of operations.

In 2025, we established Vista Energy International S.A. (“VEISA”), a wholly-owned subsidiary incorporated and domiciled in Uruguay, as our dedicated trading arm, responsible for commercializing our crude oil production in international markets.

VEISA’s trading operations expose us to some additional operational and financial risks. In connection with the international commercialization of crude oil, VEISA may charter vessels for the transportation of hydrocarbons, thereby assuming risks associated with vessel availability, freight rate volatility, and potential liability arising from maritime incidents or cargo losses. To the extent that VEISA sells crude oil on a cost, insurance and freight (“CIF”) basis, it bears the risk of loss or damage to cargo during transit, as well as exposure to fluctuations in insurance and freight costs that may not be fully recoverable from counterparties. In addition, international crude oil sales may result in lengthened revenue collection cycles compared to domestic sales due to vessel transit times, the involvement of intermediaries, documentary requirements, and the settlement practices of international counterparties, which could adversely affect the Company’s working capital position and liquidity. Furthermore, VEISA may utilize financial instruments, including futures, forwards, swaps, or options, to hedge or lock in oil prices in connection with its trading activities. The use of such instruments involves counterparty credit risk, basis risk, and the risk that hedging strategies may not perform as anticipated, potentially resulting in losses that could adversely affect our financial condition and results of operations.

Additionally, VEISA is subject to the laws and regulations of Uruguay, including those governing corporate conduct, taxation, foreign exchange, anti-money laundering, and financial services. Changes in Uruguayan law or regulation, or adverse interpretations thereof by Uruguayan authorities, could increase VEISA’s compliance costs, restrict its operations, or otherwise adversely affect its ability to conduct its trading business.

Risks Related to the La Amarga Chica Acquisition

We may be unable to comply with payment obligations.

The PEPASA Sale and Purchase Agreement provides that the Acquirers must make deferred payments in two equal installments due on April 15, 2029 and April 15, 2030, respectively. There is a risk that these payment obligations may not be met in the future, which could result in legal disputes and the need to enforce warranties or seek respective legal remedies.

Risks Related to the Equinor Transaction

We cannot assure that the Equinor Asset Sellers or the companies acquired in connection with the Equinor Transaction will fully perform their obligations or that the Equinor Transaction Assets will perform as expected.

After conducting the level of due diligence that is customary for transactions of this nature, we believe that the Equinor Transaction Assets are sound businesses and assets with sufficient operational and financial track records to meet their obligations and deliver the expected benefits. However, past performance of the Equinor Transaction Assets may not be indicative of future operating results, and we cannot assure that such assets will continue to perform at the same operational or financial levels. Consistent with the foregoing, we cannot assure that the Equinor Transaction Assets are, or will remain, in compliance with their contractual and legal obligations.

In addition, we cannot assure the performance of any ongoing or surviving obligations of the Equinor Asset Sellers, or the accuracy and completeness of the representations and warranties set forth in the Equinor Argentina Share Purchase Agreement and the Bajo del Toro Asset Purchase Agreement, and the ancillary documents executed in connection therewith and the Equinor Transaction. Any breach of obligations by the Equinor Asset Sellers and/or the Equinor Transaction Assets, any underperformance of such assets, or any failure to comply with the terms of the aforementioned purchase agreements and related transaction documents or other commitments could negatively affect our production volumes or result in significant cost increases, which could, in turn, have an adverse effect on our results of operations, cash flows and profitability.

The Equinor Transaction Assets may experience increases in operating and maintenance expenses.

The Equinor Transaction Assets may include assets that require routine maintenance as well as major maintenance from time to time in order to maintain the safety and operational conditions necessary for their continued operation. The costs of such activities may vary significantly due to factors including, among others, natural disasters, adverse weather conditions, deterioration in macroeconomic conditions and competition for services in Vaca Muerta. These factors could affect the cost of the maintenance activities required to keep the Equinor Transaction Assets in proper operating condition. In addition, such costs may require increased expenditures, which in turn could lead to higher financing costs and reduced cash generation.

Indemnification claims risk.

To the extent the Equinor Transaction closes, we will assume certain liabilities associated with the operation of the Equinor Transaction Assets, including administrative, environmental and labor-related liabilities. If significant claims or adverse events arise in connection with such assets, we could incur unexpected and potentially substantial costs and expenses.

Changes in applicable laws may affect obligations under the Equinor Transaction.

We are required to comply with all applicable laws, including anti-corruption and anti-money laundering laws. Any failure to comply with such laws could result in significant penalties and the potential termination, voidance or rescission of the agreements relating to the Equinor Transaction, including the relevant purchase agreements. In addition, any changes in applicable laws could adversely affect the feasibility of the Equinor Transaction.

Certain contractual limitations may restrict our ability to recover losses or damages.

Certain material contractual arrangements made in connection with the Equinor Transaction may include limitations of liability, exclusions of damages, claim thresholds, caps and procedural restrictions. These limitations could reduce our ability to recover losses or damages and could adversely affect our results of operations, cash flows and profitability.

We may not fully identify issues with the Equinor Transaction Assets, which could result in such assets being worth less than the price we paid due to uncertainties in evaluating recoverable reserves and potential liabilities.

Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, title sufficiency, operating and capital costs and potential environmental and other liabilities. Although we typically conduct a review of the properties we acquire, which we believe is consistent with industry practices, we cannot assure that we have identified all existing or potential issues associated with the Equinor Transaction Assets or that we will be able to mitigate any issues that we do identify in the future. Such evaluations are inherently imprecise and subject to uncertainty.

In addition, our review may not sufficiently familiarize us with the properties to fully assess their deficiencies and capabilities. We have not inspected all existing wells included in the Equinor Transaction Assets. Even when inspections are conducted, structural, subsurface, title and environmental issues may not be identified or may arise in the future. As a result of these factors, the operational and financial performance of the Equinor Transaction Assets may be lower than expected and may not allow us to recover the amounts invested in the acquisition.

Furthermore, even if our technical and legal review is conducted with due diligence, there remains a risk that undetected or underestimated contingencies may arise with respect to asset integrity, title and environmental liabilities. This could result in higher maintenance costs, unforeseen capital expenditures, reduced reserves and lower production than planned, all of which could have a material adverse effect on our results, cash flows and the valuation of the Equinor Transaction Assets. The operation of the Equinor Transaction Assets may also be disrupted by catastrophic events, force majeure events or significant design or technological failures, the effects of which may range from equipment damage to prolonged operational shutdowns and significant repair or replacement costs that may not be fully insured or foreseeable. Accordingly, post-acquisition performance may differ from the expectations reflected in our projections and the assumptions used to value the Equinor Transaction Assets.

We may not be able to successfully integrate the operations of the Equinor Transaction Assets with our operations or realize all anticipated benefits of the acquisition.

Despite having conducted the customary due diligence for this type of acquisition, we cannot assure you that we will achieve the desired returns from the acquisition of the Equinor Transaction Assets. Failure to successfully integrate the Equinor Transaction Assets could adversely affect our financial condition and results of operations. Our acquisitions involve numerous risks, including: (i) operating a larger combined organization; (ii) difficulties in integrating the acquired assets and the operation of the acquired business to our operations, particularly if the Equinor Transaction Assets are located in a new geographic area; (iii) the risk that acquired oil and natural gas reserves are not of the expected magnitude or are not developed as anticipated; (iv) loss of key employees of the acquired business; (v) inability to obtain satisfactory title to the acquired assets, concessions or interests; (vi) a decrease in our liquidity if we use a portion of our available cash to fund acquisitions; (vii) a significant increase in our financial expenses or leverage if we incur additional indebtedness to finance acquisitions; (viii) failure to achieve expected profitability or growth; (ix) failure to realize expected synergies and cost savings; (x) challenges in coordinating organizations, systems and facilities; and (xi) challenges in coordinating or consolidating corporate and administrative functions.

In addition, unexpected costs and difficulties may arise when combining businesses with different operations or management, and we may experience unforeseen delays in realizing the benefits of the acquisition of the Equinor Transaction Assets. Failure to effectively manage the integration process could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We cannot assure that the required approvals for the Equinor Transaction will be obtained from the relevant authorities.

We cannot assure that the necessary approvals from the competent authorities will be obtained, or that such approvals will be obtained without conditions. The risk associated with the failure to obtain such approvals, the imposition of conditions and/or the rejection of the Equinor Transaction may be allocated to us under the relevant purchase agreements. Failure to obtain such approvals could result in fines and, in cases where the effects of the Equinor Transaction have been or could be deemed to restrict or distort competition in a manner detrimental to the general economic interest, the Equinor Transaction could be subject to conditions or rejected. In the latter case, the parties would be required to take corrective measures, which could include partial or total divestitures. Accordingly, the failure to obtain such approvals could have an adverse effect on our operations and financial condition.

Risks Related to the Argentine and Mexican Economic and Regulatory Environments

Our business is largely dependent on economic and political conditions in Argentina.

Substantially all our operations and properties are located in Argentina. As a result, our business is largely dependent on the economic and political conditions prevailing in Argentina. Changes in economic, political, and regulatory conditions, as well as measures taken by the Argentine government, can have a significant impact on our operations and financial condition.

Argentine economic conditions depend on various factors, including: (i) balance of trade and, in particular, the international prices of major exported commodities, (ii) stability and competitiveness of the Argentine Peso against foreign currencies, (iii) competitiveness and efficiency of domestic industries and services, (iv) levels of domestic consumption, investment, and local and international financing, (v) consumer price and wholesale price inflation levels, (vi) changes in economic or fiscal policies implemented by the Argentine government, (vii) labor conflicts and strikes, (viii) the fiscal expenditure by the Argentine government and its ability to maintain fiscal balance, (ix) interest rates and wage and/or price controls, and (x) the level of unemployment, political instability, and social tensions.

On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms. Following his inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, introducing measures aimed at reducing the size of the public administration, cutting public expenses, and deregulating the economy. On June 28, 2024, the Argentine Congress approved the Ley de Bases, which introduced legal, institutional, and tax reforms affecting various sectors of the economy, including amendments to the Argentine Hydrocarbons Law. See “Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases.”

The amendments to the Argentine Hydrocarbons Law include, among others: (i) building on the self-sufficiency paradigm of the Argentine Hydrocarbons Law to include maximization of economic profits, in order to foster new investments; (ii) the principle of non-intervention in hydrocarbon or refined product prices by the Argentine government; and (iii) the principle of freedom of oil and gas exports. This latter principle is subject to objection by the SdE on technical and economic grounds. In addition, the amendments introduced other changes, including limiting subsequent renewals of concessions, granting more discretionary powers to Provinces in setting royalties, expanding activities to include hydrocarbon processing, and introducing more flexible requirements for obtaining transportation authorizations.

Furthermore, on June 28, 2024, the Lower House of the Argentine Congress provided definitive approval for a fiscal reform (“Argentine Fiscal Reform”), successfully reincorporating the chapter on income tax and personal assets, previously rejected by the Argentine Senate. The Argentine Fiscal Reform was enacted and published in the Argentine Official Gazette (Boletín Oficial de la República Argentina) on July 8, 2024, effective from that date forward.

It is difficult to predict the social, political, or economic impact of the measures announced and implemented by the Argentine government as of the date of this annual report, as well as any future measures that may be introduced, and the outcome of the ambitious deregulation plan. These measures could affect our financial situation and the results of our operations.

The Argentine economy is particularly sensitive to fluctuations in the local political landscape. Presidential elections take place in Argentina every four years and legislative elections take place every two years, resulting in the partial renewal of both chambers of Congress. The next presidential and legislative elections are expected to occur in October 2027. As of the date of this annual report, we cannot predict the impact that the results of the October 2027 elections will have on the Argentine economy, nor assure whether events such as the implementation of new government policies could have an adverse impact on our operations and financial results.

On October 26, 2025, Argentina held legislative elections to renew half of the seats in the Chamber of Deputies of the National Congress and one third of the seats in the Senate. La Libertad Avanza, the political party associated with the Milei administration, obtained approximately 40.7% of the votes for the Chamber of Deputies and

approximately 42.0% for the Senate, while the main opposition coalition, Fuerza Patria, obtained approximately 31.7% and approximately 28.4%, respectively. Notwithstanding the new congressional composition, the Argentine Executive Branch continues to require consensus to implement its policy agenda, including the deregulation measures provided in the Ley de Bases.

In this context, the Argentine Congress’s current legislative agenda includes, among other initiatives: (i) the National Commitment to Fiscal and Monetary Stability Bill; (ii) the Criminal Code Reform Bill; and (iii) proposed amendments to the Minimum Standards Law for the Preservation of Glaciers and the Periglacial Environment.

In addition, the Labor Reform introduced substantial changes to the employment framework and related labor regulations with the aim of modernizing the employment rules in Argentina, including provisions addressing hiring modalities, severance calculations, leave entitlements, working hours, collective labor disputes, the regulation of essential services and the collective bargaining regime. It also modifies the treatment of workplace assemblies and establishes new parameters governing the exercise of the right to strike in certain activities deemed essential. Since its enactment, the Labor Reform has been subject to judicial challenges brought by various stakeholders, including labor unions and other interested parties, among them the General Confederation of Labor (Confederación General del Trabajo, or “CGT”). While the injunction sought by the CGT to suspend certain provisions of the Labor Reform was rejected, other challenges have proceeded in court, including a ruling that suspended 83 articles of the Labor Reform, which was subsequently reversed on appeal in April 2026, restoring the full enforceability of such articles. As of the date of this annual report, the Argentine government has sought to overturn such suspension, including by filing a per saltum appeal directly before the Argentine Supreme Court. Jurisdictional issues have also been raised in connection with these proceedings. We cannot predict the ultimate outcome of these or any future judicial challenges, whether additional claims may be brought, or the extent to which court decisions may affect the implementation or scope of the Labor Reform.

On March 1, 2026, in his address opening the ordinary session of Congress, President Javier Milei announced his intention to submit a broad package of structural reforms aimed at redesigning the institutional framework of the government. The proposed package reportedly consists of approximately 90 bills across multiple ministries and includes, among other initiatives: (i) amendments to the Civil and Commercial Code, the Civil and Commercial Procedure Code, the Customs Code, and the Criminal Code; and (ii) reforms affecting the tax system, education, the electoral system, the judiciary, and the armed forces. As of the date of this annual report, it is uncertain whether these proposed reforms will be approved and, if approved, their final scope, timing and impact remain uncertain. The adoption, modification, or rejection of such reforms could have a significant impact on Argentina’s economy, our business, financial condition, and results of operations.

Additionally, the Argentine economy is vulnerable to adverse events affecting its main trading partners. A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of other important trading partners of Argentina, such as China or the United States, or emerging markets in general, could have a significant adverse impact on Argentina’s trade balance and adversely affect Argentina’s economic growth, and therefore, could negatively impact our financial health and operating results. Furthermore, an increase in tariffs imposed on Argentine exports by Argentina’s most relevant trading partners, such as China, Brazil or the United States, or a significant depreciation of the currencies of our trading partners or competitors may negatively affect Argentina’s competitiveness and trade balance, and, consequently, negatively impact Argentina’s economic and financial condition and the results of our operations. See “Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.”

Also, see “Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases.”

Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to foster economic growth.

Over the past few years, Argentina has experienced financial distress, forcing sovereign debt renegotiations with bondholders and financial support from the International Monetary Fund (“IMF”). Additionally, Argentina has currently limited ability to access the international debt markets to obtain financing.

On January 28, 2022, the Argentine government and the IMF reached a consensus on pivotal policies as part of their ongoing discussions within the framework of an IMF-supported financing program. On March 17, 2022, the Argentine government approved an agreement with the IMF for a period of 30 months (“IMF Agreement”) to refinance US$44.0 billion of debt incurred between 2018 and 2019 under a stand-by agreement that was originally scheduled to be paid between 2021 and 2023. The IMF Agreement comprises ten quarterly reviews over a two-and-a-half-year period, with the objective of ensuring that the Argentine government complies with the targets set for each review period. Following each review, disbursements are made available. The repayment period for each disbursement is ten years, with a grace period of four and a half years, commencing in 2026 and concluding in 2034. On June 13, 2024, the IMF concluded its eighth review, after which the IMF disbursed approximately US$800 million to the Argentine government to support economic recovery, and rebuild fiscal and external reserves. As of the date of this annual report, the IMF has disbursed a total of over US$41.4 billion to the Argentine government in accordance with the terms of the IMF Agreement.

On January 10, 2025, the IMF conducted an ex-post evaluation (“EPE”) of Argentina’s exceptional access under the IMF Agreement, which expired at the end of 2024. The EPE report concluded that the program’s design did not fully account for the scale of Argentina’s fiscal and balance of payments challenges, given Argentina’s complex economic conditions, the post-COVID recovery environment, and difficulties in securing government commitment to the program’s objectives. On March 11, 2025, the Argentine Executive Branch issued Decree No. 179/2025, approving a new 10-year agreement (“Extended Facilities Program”) to be entered into with the IMF. The primary purpose of the Extended Facilities Program is to refinance liabilities, including non-transferable treasury bills and the remaining amounts pending amortization under the current IMF Agreement. On March 19, 2025, the lower house of the Argentine Congress ratified Decree No. 179/2025, thereby giving final approval to the Extended Facilities Program.

In April 2025, the IMF approved a new Extended Fund Facility (EFF) arrangement for Argentina in an aggregate amount of approximately US$20 billion, with initial and future disbursements subject to periodic reviews and compliance with IMF conditionality. The agreement has a 10-year maturity and carries an interest rate of 5.63%per annum.

In addition, the World Bank and the Inter-American Development Bank, approved multi-year financing programs for Argentina totaling US$12 billion and US$10 billion, respectively, aimed at supporting balance of payments needs and structural reforms.

We cannot assure that the Argentine government will meet the targets of the upcoming reviews of the IMF. Moreover, we cannot assure that the IMF’s conditions will not affect Argentina’s ability to implement reforms and public policies and boost economic growth. We also cannot predict the impact of the implementation of the IMF Agreement on Argentina’s (and indirectly our) ability to access the international capital markets.

Additionally, in September 2025, the Argentine government and the U.S. Treasury announced a framework for a bilateral currency swap line of up to approximately US$20 billion, under which the BCRA may draw U.S. Dollars in exchange for Pesos. An initial draw of approximately US$2.8 billion was made and subsequently repaid in full, and no amounts are currently outstanding under the swap line as of the date of this annual report. Although this swap line may help Argentina mitigate pressure on its foreign currency reserves in the short term, the full conditions—including the interest rate, maturity, collateral terms, and the timing and volume of future draws— have not been fully disclosed.

Despite the restructuring of Argentina’s public debt carried out between 2020 and 2023, international markets remain cautious with regards to Argentina’s debt sustainability and, as a result, country risk indicators remain high. In 2025, Argentina saw a decrease in country risk and an improvement in its sovereign debt rating. However, there can be no assurance that Argentina’s credit ratings will not be downgraded, suspended or cancelled in the future. Any downgrade, suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on the Argentine economy and our business.

In September 2023, the U.S. District Court of the Southern District of New York ordered Argentina to pay $16.1 billion in damages to certain minority shareholders of YPF in a legal dispute stemming from the expropriation of 51% of YPF in 2012. Although in March 2026, the U.S. Court of Appeals for the Second Circuit reversed the District Court’s judgment, a confirmation by the Supreme Court of the original $16.1 billion judgment or the commencement of similar or other proceedings against Argentina (including through international arbitration) may hinder sovereign, quasi-sovereign and corporate access to global credit markets.

During 2026, Argentina will have significant debt maturities, of which approximately US$20 billion will be in foreign currency. Without renewed access to the financial markets, the Argentine government may not have the financial resources to drive growth. In addition, Argentina’s inability to obtain credit in international markets could have a direct impact on our ability to access those markets to finance our operations and growth, including the financing of capital expenditures, which would adversely affect our financial condition, results of operations and cash flows. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt. We have investments in Argentine sovereign bonds in the amount of US$6.7 million as of December 31, 2025. Any new event of default by the Argentine government could adversely affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations.

Our operations are subject to extensive and evolving regulations in the countries in which we operate.

The oil and gas industry is subject to extensive regulation by federal, state, provincial and local governments in the jurisdictions where we operate. The Argentine and Mexican hydrocarbons industries are highly regulated by federal, provincial, and municipal governments, covering various aspects, including the award of exploration permits and exploitation concession, production and export restrictions, taxation, price controls, domestic market supply obligations and environmental matters. As a result, our business is significantly influenced by regulatory and political conditions prevailing in the countries in which we operate, as described below, and our results of operations may be materially and adversely affected by regulatory and political changes in these countries.

We cannot assure that changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect the results of our operations. Similarly, we cannot assure you that future government policies, in the countries where we currently operate or might operate in the future, will not adversely affect the oil and gas industry.

Additionally, we cannot provide assurances that our oil and gas concessions will be extended in the future as a result of the review by the controlling entities regarding the investment plans presented for analysis or that additional requirements to obtain extensions of permits and concessions will not be imposed.

Moreover, we cannot provide assurances that the taxes, royalties and fees that regulate the oil and gas industry will not be increased in the future by municipal, provincial or federal governments, which could adversely affect our results of operations and financial condition, including our ability to service financial debt obligations.

There is also no assurance that regulations or taxes (including royalties) enacted by provincial or municipal governments will not conflict with federal law and regulations, and that such taxes or regulations will not adversely affect our results of operations or financial condition.

The Argentine and Mexican governments retain the authority to design and implement energy policies, which have previously included export restrictions, price controls, production incentives, and preferential policies for state-owned enterprises.

The Argentine government has established in the past export restrictions on the free disposition of hydrocarbons and export proceeds, imposed duties on exports, and imposed price agreements among producers and refiners or create fiscal incentive programs to promote increased production. Also, Argentina has established certain production incentives under the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) granted under Decree 929/2013. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina”

In Mexico, the Mexican government has pursued policies to increase state control over the energy sector, benefiting Pemex and CFE.

Additionally, Pemex is the sole offtaker of our oil and gas production from CS-01, our asset in Mexico. In the past, we have experienced delays in collecting the proceeds from these sales from Pemex. Even if we diligently monitor and manage this issue to ensure timely collection, we might continue to experience difficulties and delays going forward, particularly in light of our relinquishment process (see “—We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico”).

Any such controversies, limitations or export restrictions or any other measures imposed by Argentine or Mexican authorities could have a material adverse effect on our future business, financial condition, results of operations, cash flows and/or prospects and as a consequence, the market value of our series A shares or ADSs may decline.

We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico

Given the relinquishment process requested by the Company on November 6, 2025, with respect to block CS-01, the process requires the SENER to perform the technical validation of the terms under which the block will be reverted. Such technical validation represents a risk due to the structural change arising from the Decree reforming, adding, and repealing various provisions of the Political Constitution of Mexico, published in the Official Gazette of the Federation on December 20, 2024, which, among other things, determined the extinction of the CNH as part of an organizational simplification policy. This reform transferred the administration and technical supervision functions of hydrocarbon exploration and extraction contracts to the SENER. Given that such new administrative organization is in the process of implementation, this could create administrative bottlenecks that delay the verification of the conditions for returning the contract area.

On the other hand, the resolution of the Early Termination Procedure under the contract corresponding to block CS-01 depends on the coordination and positive pronouncements of multiple authorities external to the SENER. To formalize the reversion, the National Agency for Industrial Safety and Environmental Protection of the Hydrocarbons Sector of Mexico (Agencia Nacional de Seguridad Industrial y de Protección al Medio Ambiente del Sector Hidrocarburos) must validate compliance with industrial safety and environmental protection matters, including the validity of insurance policies. Simultaneously, the Mexican Tax Administration Service must certify compliance with tax obligations, while the SENER must issue an opinion on Local Content, which is the percentage of goods and services of Mexican origin used in the project. Additionally, the Mexican Petroleum Fund for Stabilization and Development and the Mexican Ministry of Finance and Public Credit must corroborate that the Company has no outstanding debts in the payment of considerations and royalties to the Mexican Government. We cannot guarantee that all requirements will be met in a timely manner. The lack of certainty in the response timeframes of these various entities could delay the signing of the delivery-acceptance certificate and the release, which are the documents that legally extinguish the Company’s responsibilities with respect to block CS-01.

Measures adopted by the antitrust authorities in Mexico and Argentina could have a material adverse effect on our results and financial condition.

On December 20, 2024, Mexican President Claudia Sheinbaum published a constitutional reform in the Mexican Federal Official Gazette (Diario Oficial de la Federación), providing for the dissolution of various entities, including COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning CRE and CNH, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.” On October 17, 2025, the new authority – the CNA – and the new secondary legislation (Ley Federal de Competencia Económica) entered into effect.

The CNA is the antitrust authority in Mexico with jurisdiction over all sectors of the Mexican economy, including the oil and gas sector, and as such, has jurisdiction over the activities conducted by Vista. The Mexican government has granted CNA broad powers to investigate and prosecute absolute monopolistic practices (cartel

activity), relative monopolistic practices (abuse of dominance) and illegal concentrations, as well as to prevent concentrations which could have anticompetitive effects. Additionally, CNA can determine the existence of essential facilities and regulate their access and identify barriers to entry and issue recommendations to federal, local and municipal authorities to eliminate such barriers and encourage competition. Therefore, many of our activities may be reviewed by CNA and, in the case of equity transactions involving certain monetary and ownership thresholds, we may be required to notify CNA of our intent to enter into such transactions and the consummation of such transactions may be subject to CNA’s authorization in accordance with applicable Mexican laws. As a result, the closing of pending or future acquisitions of assets or common shares in the Mexican market may be subject to the satisfaction or waiver of customary closing conditions, including, among others, the authorization of CNA. Completion of such transactions is not assured, and they will be subject to risks and uncertainties, including the risk that the necessary regulatory approvals are not obtained or that other closing conditions are not satisfied. If such transactions are not completed, or if they are otherwise subject to significant delays, it could negatively affect the trading prices of our common shares and our future business and financial results.

Further, CNA might decide to impose penalties or establish conditions on our business if we are unable to request or receive, or are delayed in requesting or receiving, the aforesaid authorizations and, if these were to materialize, such claims could have a material adverse effect on our results and financial condition. Similarly, it cannot be guaranteed that the authorizations that have not been obtained can be obtained or can be obtained without conditions. Failure to obtain those authorizations, or the conditions to which they may be subject, could have a material adverse effect on our results and financial condition.

In Argentina, if Vista decided to acquire another company in the energy sector in the future, such acquisition could be subject to the approval of the Argentine antitrust authority. Until November 17, 2026, Argentine Antitrust Law No. 27,442 (the “Argentine Antitrust Law”) provides for a post-closing antitrust review system, meaning that transactions may be consummated prior to obtaining antitrust clearance, subject to subsequent review and potential unwinding or imposition of conditions by the Argentine antitrust authority. Starting on November 17, 2026, a pre-closing review system will come into effect, pursuant to which transactions subject to the Argentine Antitrust Law will require prior antitrust approval before closing may occur. The Argentine antitrust authority will determine whether any acquisition subject to its approval negatively impacts competitive conditions in the markets in which we compete or adversely affects consumers in those markets. A business combination executed by Vista could be rejected by the Argentine antitrust authority, or the latter could take action to impose conditions or performance commitments on Vista as part of the approval process. If so, it could adversely affect our business, results of operations and financial condition and prevent us from achieving the anticipated benefits of such acquisition.

Investors may be faced with risks inherent to investing in a company operating in stand-alone and emerging markets, such as Argentina and Mexico, including significant political, legal and economic risks, as well as risks related to fluctuations in the global economy.

According to MSCI Inc, Argentina and Mexico are stand-alone and emerging market economies, respectively. As per the MSCI Global Market Accessibility Review, while nations classified as emerging markets are developing countries with potential growth in their economies, trade relations with other countries, stability of institutional framework, equal rights to foreign investors and low levels of capital flow restrictions, countries classified as stand-alone markets are those that are currently partially or fully closed to foreign investors, with small capital markets and political tensions.

Investing in such markets generally carries inherent risks such as political, social and economic instability that may affect economic results, which may stem from many factors, including but not limited to, the following: high interest rates; abrupt changes in currency values; high levels of inflation; exchange controls; wage and price controls; regulations to import equipment and other necessities relevant for operations; changes in governmental economic, administrative or tax policies; political and social tensions; hostilities or political problems in other countries that could impact international trade, the price of commodities and the global economy.

Volatility in the securities markets in emerging market countries, let alone stand-alone markets such as Argentina, as well as possible further increases in interest rates in the United States and other developed or emerging markets, may have a negative impact on the trading value of our securities and the conditions under which we can access international capital markets. Additionally, in stand-alone markets there is a risk of governmental restrictions that may limit investment, and a higher risk associated with political developments.

In addition, the SEC, the U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain stand-alone and emerging markets, including Argentina and Mexico.

Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our series A shares and ADSs, and our ability to meet our financial obligations.

We could be subject to direct and indirect restrictions on imports and exports under Argentine law.

Although the Argentine Hydrocarbons Law generally grants the right to export hydrocarbons, subject to non-objection by the SdE, and ensures that once export requirements are met, the right to export cannot be revoked (see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Ley de Bases”), the specific objection process is expected to be further defined through an SdE resolution. Additionally, hydrocarbons exports are allowed only if the volumes are not needed for the domestic market and are sold at reasonable prices. In the past, oil and gas companies have experienced export restrictions, limiting their ability to benefit from higher international prices when they exceed domestic prices in Argentina.

Even though the Ley de Bases approved changes to the Argentine Hydrocarbons Law to reduce restrictions on hydrocarbon exports (see “—Our business is largely dependent on economic and political conditions in Argentina”), an authorization from the Argentine government is still required to export hydrocarbons until above-mentioned SdE resolution is enacted. In the case of not obtaining oil export permits, our operations could be affected, as well as our revenues and financial results.

Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements (Registro de Contratos de Operaciones de Exportación) and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE. The effective exercise of this right is subject to the regulations issued by the Argentine Executive Branch, which, among other aspects, must consider: (i) the usual requirements related to the access of technically proven resources; and (ii) that the eventual objection of the SdE may only (a) be formulated within 30 days after the SdE acknowledges the export, and (b) must be based on technical or economic reasons related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever.

On November 28, 2024, the Argentine Executive Branch issued Decree No. 1057/2024 to regulate the Ley de Bases, detailing export procedures and the maintenance of the Argentine Registry of Export Operations Agreements. The decree introduces an objection procedure for hydrocarbon exports, allowing the SdE to object within 30 business days based on technical-economic studies if supply security is affected. Specific grounds for objection include insufficient hydrocarbons, failure to demonstrate projected availability, inaccurate information, and significant changes in domestic market prices.

The principles of equality, reasonableness, proportionality, and non-discrimination must be observed, and the objection procedure is expected to be further detailed by an SdE resolution, replacing previous resolutions. We cannot predict when the SdE will issue such regulation and the nature of its content. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Ley de Bases.”

In addition, we cannot predict if restrictions on exports will be reintroduced, or whether future measures will be taken that adversely affect our ability to export and import gas, crude oil, or other products and, consequently, affect our financial condition, results of operations, and cash flows. For additional information, please see “Item 10—Additional Information—Exchange Controls.”

With respect to natural gas, Argentine Law No. 24,076 (“Natural Gas Law”) and the related regulations require that all domestic market needs be considered when authorizing long-term exports of natural gas. In this sense, the SdE may authorize export operations of natural gas surplus provided they are subject to interruption upon local supply shortages. In recent years, Argentine authorities have adopted certain measures which resulted in restrictions on the exports of natural gas from Argentina. Because of these restrictions, oil and gas companies have been forced to sell part of their natural gas production in the local market that was originally intended for the export market and have been unable in certain cases to comply wholly or partially with their export commitments.

With respect to import restrictions, certain oilfields operations depend on imports of equipment and components (such as drilling rigs) that are not always available in the local market. Historically, the Argentine government has imposed various restrictions on imports of goods, including prior import licensing requirements, quantitative quotas, import registration regimes, limitations on access to the foreign exchange market to pay for imports and the requirement to comply with specific deadlines and procedures before the Central Bank. There can be no assurance that the Argentine government will not impose additional restrictions in the future on imports of goods that are essential for the maintenance and development of our activity, or that existing or future foreign exchange restrictions will not limit the ability to access the foreign exchange market to make payments for such imports. Any restriction or delay in the import of equipment, materials, spare parts or other critical inputs could adversely affect operational capacity, increase costs or delay the execution of development plans in the sector.

Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.

The Argentine government and the BCRA have historically implemented certain measures that control and restrict the ability of companies and individuals to access the Foreign Exchange Market (as defined below). Those measures include, among others: (i) restricting access to the Argentine Foreign Exchange Market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to interested non-residents; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate and convert all export proceeds from goods and services into Argentine Pesos through the Foreign Exchange Market; (iv) limiting the transfer of securities into and from Argentina; (v) implementing taxes on certain transactions involving the acquisition of foreign currency; and (vi) restricting access (including, but not limited to, in connection with the term for making such payments) to the currency exchange market to pay for imports of goods and services. In the past, the BCRA established certain additional restrictions such establishing certain mandatory refinancing on U.S. Dollar-denominated debt.

Although the current administration has publicly expressed its intention to progressively dismantle Argentina’s foreign exchange controls and has adopted certain measures aimed at easing specific restrictions, a comprehensive liberalization of the foreign exchange regime has not yet occurred; while certain restrictions applicable to individuals and some applicable to legal entities have been lifted or eased, significant restrictions applicable to legal entities remain in place, such as accessing the Foreign Exchange Market for the payment of dividends based on accumulated profits to non-residents, or requiring exporters to repatriate and convert all export proceeds from goods and services into Argentine Pesos through the Foreign Exchange Market. The timing, scope and conditions of any further relaxation or elimination of exchange controls remain uncertain, and there can be no assurance that the BCRA will lift such controls in the near future. Moreover, the BCRA may modify existing regulations, reimpose previously lifted restrictions or impose mandatory refinancing plans in respect of our foreign currency-denominated indebtedness, establish more severe restrictions on currency exchange, maintain the current Argentine Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially affecting the exchange rate at which we acquire foreign currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso. Any of the foregoing could adversely affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, import goods and services required for the execution of projects in the upstream and midstream sectors of the oil and gas industry and/or make interest and principal payments on our foreign currency-denominated indebtedness.

Given the unpredictable nature of political and economic developments, there can be no assurance that more restrictive exchange controls and transfer restrictions than those currently in effect will not be imposed. In the event of a crisis or a period of political, economic and social instability in Argentina resulting in a material economic contraction, there is a risk that the current government may adopt radical changes to its economic, exchange and financial policies. Such measures may be implemented to preserve the balance of payments, protect the foreign exchange reserves of the BCRA, prevent capital flight, or address a significant depreciation of the Argentine Peso. These measures could include, among others, the mandatory conversion of U.S. Dollar-denominated obligations of Argentine resident legal entities into Argentine Pesos or the reintroduction of restrictions on the remittance of dividends abroad. The imposition of such restrictions, combined with external factors beyond the Company’s control, could materially impact the Company’s ability to make payments in foreign currency.

The extension of current exchange controls, or the implementation of stricter capital controls, could have an adverse impact on the Argentine government’s public finances, which could in turn have a detrimental effect on the Argentine economy and consequently on our business, operating results, and financial condition, including our ability to service financial debt obligations. For additional information, please see “Item 10—Additional Information—Exchange Controls.”

In addition, we cannot assure you that the Mexican government may not impose exchange controls or other confiscatory measures in the future.

The imposition of export duties and other taxes have adversely affected the oil and gas industry in Argentina and could adversely affect our results in the future.

In the past, the Argentine government has imposed duties on exports, including exports of oil and liquid petroleum gas products (e.g., among others, by means of the Solidarity Law and Decree No. 488/2020). Under the current regulation, export duties on crude hydrocarbons and/or natural gas are capped at 8%, when Brent crude oil price is above US$60/bbl. For Brent crude oil price below US$45/bbl the tax rate is 0%. Between US$45/bbl and US$60/bbl, the tax rate is linear between 0% and 8%.

On the other hand, Decree No. 59/2026, issued on January 29, 2026 (“Decree 59”), established that export duties applicable to crude oil extracted from conventional deposits are determined based on a capped rate mechanism. Under such mechanism, the applicable rate is 0% when the ICE Brent front-month price is equal to or below US$65/bbl (base value), 8% when such price is equal to or above US$80/bbl (reference value), and a linear rate between 0% and 8% for prices between US$65/bbl and US$80/bbl. Decree No. 59/2026 entered into force on January 30, 2026, and is in full force and effect following the implementing regulations by the Secretariat of Energy, or 60 days after the publication of Decree No. 59/2026 in the Official Gazette.

An increase in export duties and taxes may have a material adverse effect on Argentina’s oil and gas industry and our results of operations. We produce exportable goods and an increase in export taxes would result in a reduction in our realization prices, our margins and our net income. We cannot guarantee the impact of those or any other future taxes and measures that might be adopted by the Argentine government on demand and prices for hydrocarbon products and, consequently, our financial condition and result of operations.

The impact of inflation in Argentina on our costs could have a material adverse effect on our results of operations.

In the past, loose monetary policy and persistent fiscal deficits have contributed to high levels of inflation. In response, prior Argentine governments have implemented various measures to monitor and control the prices of key goods and services. The current administration, under President Milei, has shifted the macroeconomic policy framework to prioritize the elimination of the fiscal deficit and a substantial reduction in monetary issuance. As a result, consumer price inflation, as published by the INDEC, decreased from approximately 117.8% in 2024 to approximately 31.5% in 2025. In addition, inflation during the first three months of 2026 amounted to 9.4%, which reflects a year-over-year variation of 32.6%. Notwithstanding this progress, if the value of the Argentine Peso is not fully stabilized through consistent fiscal and monetary policies, inflationary pressures may reemerge.

High inflation rates affect the competitiveness of Argentina’s goods and services in the international markets, negatively impact employment, consumption and the level of economic activity and undermines confidence in Argentina’s banking system, which could further limit the availability of and access to domestic and international credit by local companies and political stability. Inflation remains a challenge for Argentina given its persistent nature. Argentina’s structural inflationary imbalances remain critical, which may cause the current levels of inflation to continue or increase, and have an adverse effect on Argentina’s economy and financial condition. Inflation can also lead to an increase in Argentina’s debt.

Inflation in Argentina has contributed to a material increase in our operating costs and new well costs over the past years, as part of the goods and services involved in such activities are denominated in Argentine Pesos, which leads to increases in unit costs measured in U.S. Dollars during periods when the Argentine Peso inflation rate is greater than the depreciation of the Argentine Peso against the U.S. Dollar.

Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “—Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina” below. Increased inflation could adversely affect the Argentine economy, our cost structure, financial condition, our business, and the market price of our series A shares and the ADSs.

Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.

The ability of the Argentine government to stabilize and maintain a stable Foreign Exchange Market is uncertain. Fluctuations, or a continued depreciation, in the value of the Argentine Peso may adversely affect the Argentine economy, our financial condition and results of operations. While most of our revenues are denominated in U.S. Dollars, E&P players could be limited by the ability of refiners to pass through crude oil prices to the pump prices, which are denominated in local currency, in the event of significant increases in the Argentine Peso to U.S. Dollar exchange rate. A material depreciation of the Argentine Peso against the U.S. Dollar could negatively affect our average realized oil prices and financial performance, including our ability to service financial debt obligations, as well as the value of our ADSs.

Furthermore, an appreciation of the Argentine Peso in real terms affects the competitiveness of the economy, including the oil and gas sector, as it makes goods and services denominated in local currency more expensive in relative terms. This could increase our operating and capital expenditures, and negatively affect our financial performance. A significant appreciation in real terms of the Argentine Peso against the U.S. Dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Such appreciation could also have a negative effect on the growth of the economy and employment and reduce tax collection in real terms.

Our properties may be subject to expropriation by the Mexican and Argentine governments for public interest reasons.

Our assets, which are mainly located in Argentina and, to a lesser extent, in Mexico, may be subject to expropriation by the Argentine and Mexican governments (or the government of any political subdivision thereof), respectively. We are engaged in the business of oil extraction and, as such, our business or our assets may be considered by the Argentine or Mexican governments, or the governments of other countries where we might invest in the future, to be a public service or essential for the provision of a public service. Therefore, our business is subject to political uncertainties, including expropriation or nationalization of our business or assets, loss of concessions, renegotiation or annulment of existing contracts, and other similar risks.

In such an event, we may be entitled to receive compensation for the transfer of our assets under applicable law. However, the price received may not be sufficient, and we may need to take legal actions to claim appropriate compensation. Our business, financial condition and results of our operations could be adversely affected by the occurrence of any of these events.

We cannot assure that any acts of expropriation by the Argentine or Mexican governments, changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations will not have a material adverse effect on our operation and business, or the Argentine or Mexican economies in general and, as a result, adversely affect our financial condition, our results of operations.

Government intervention may adversely affect the Argentine economy and, as a result, our business and results of operations in Argentina.

In the past, the Argentine government has intervened directly in the economy through expropriation, nationalization, price controls and exchange controls, among others.

Historically, the Argentine government has adopted measures to directly or indirectly control the access of private companies and individuals to foreign trade and foreign exchange markets, such as restricting its free access and imposing the obligation to repatriate and sell in the foreign exchange market all foreign currency revenues obtained from exports. These regulations prevent and limit us from offsetting the risk derived from our exposure to the U.S. Dollar. Our business and operations in Argentina may also be adversely affected by measures adopted by the Argentine government to address inflation and promote sustainable macroeconomic growth.

A low economic growth rate and high inflation scenario could occur in the future as a result of the accumulation of macroeconomic imbalances in recent years, the Argentine government’s regulatory actions and difficult international economic conditions. We cannot give any assurance that the policies implemented by the Argentine government will not adversely affect our business, results of operations, financial condition, value of our securities and ability to meet our financial obligations.

Argentina’s economy is highly sensitive to local political developments, which in the past have had an adverse impact on the level of investment. Future developments may adversely affect Argentine economy and, in turn, our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.

In the future, the Argentine government may impose further exchange controls and restrictions on transfers abroad, restrictions on the movement of capital or take other measures in response to capital flight or a significant depreciation of the Argentine Peso, which could limit our ability to access the international capital markets. Such measures could lead to political and social tensions and undermine the Argentine government’s public finances, as has occurred in the past, which could have an adverse effect on economic activity in Argentina and, consequently, adversely affect our business and results of operations and cause the market value of our series A shares or ADSs to decline.

Oil and gas exploitation concessions, exploration permits and production and exploration contracts in Argentina and Mexico are subject to certain conditions and may be revoked or not renewed.

Argentina

The Argentine Hydrocarbons Law is the main regulatory framework of the hydrocarbons industry, as it created a system of exploration permits and production concessions awarded by the state (federal or provincial, depending on the location of the resources), through which companies hold exclusive rights to explore, develop, exploit and take title of the production at the wellhead, in exchange for a royalty payment and adherence to the general taxation regime.

The Argentine Hydrocarbons Law, as amended, establishes that oil and gas exploitation concessions will have the following durations: (i) 25 years for conventional exploitation concessions, (ii) 35 years for unconventional exploitation concessions, including a five-year pilot period, and (iii) 30 years for offshore concessions, in each case, from the date of the resolution granting them.

Pursuant to the modifications introduced by Article 115 of the Ley de Bases, in new concessions, the federal or provincial executive branch, as appropriate, at the time of defining the terms and conditions, may determine other terms of up to a maximum of 10 additional years to those mentioned above, provided that such decision by the federal or provincial executive branch, as appropriate, its well-founded and motivated. In no case may the terms be set in perpetuity. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of their approval.

No assurance can be given that our concessions will be renewed in the future by the competent authorities based on the investment plans submitted to that effect, or that such authorities will not impose additional requirements for the renewal of such concessions or permits. Additionally, five of our concessions are unconventional concessions and therefore were granted for a 35-year period and with royalties of 12%, under the terms prescribed by Law No. 27,007. We cannot assure you that any future legislation the Argentine government may enact from time to time may not affect such concessions.

Exploration permits and exploitation concessions provide a vested right that cannot be terminated without legal indemnification. Nonetheless, relevant provincial enforcement authorities are entitled to revoke these licenses in the event of a breach of the permit or concession conditions by the licensee (Section 80 of the Argentine Hydrocarbons Law). Licensees can also partially or totally relinquish, at any time, the acreage of a permit or concession. If an exploration permit is relinquished, the licensee will be bound to pay any investment amounts committed and not fulfilled (Sections 20 and 81 of the Argentine Hydrocarbons Law).

The Ley de Bases introduced amendments to the Argentine Hydrocarbons Law, with respect to oil and gas concessions. Among the main points modified by the Ley de Bases, it is provided that the request for subdivision of the area for the conversion of conventional to unconventional concession will only be available until December 31, 2028, and its term will only be 35 years, without extensions.

It is not possible to ensure what effects these amendments to the Argentine Hydrocarbons Law will have on the concessions granted to companies in Argentina (including our concessions) nor when we will be able to see the effects of these modifications. Therefore, we cannot predict what effects the Ley de Bases will have on our concessions, and consequently, on our operational performance and, therefore, our financial condition, operating results, and cash flows.

In addition, no assurance can be given that our exploitation concessions will be renewed in the future by the relevant provincial authorities based on the investment’s plans submitted to that effect, or that such authority will not impose additional requirements for the renewal of such concessions. Moreover, under the current regulatory framework, the granting authority retains the possibility of revoking concessions if certain conditions are met.

Mexico

Our E&P license contract is valid for 30 years and may be renewed for up to two additional periods of up to five years each, subject to the terms and conditions set out in the contract. The power and authority to extend the term of existing and future contracts lies with the SENER. Under the existing contracts, for an E&P license contract to be eligible for an extension, the developer must (i) be in compliance with the terms of such contracts, (ii) submit an amendment proposal to the development plan and (iii) commit to maintain ‘sustained regular production’ throughout each extension.

No assurance can be given that our contracts will be renewed in the future by the SENER (or any substitute authority thereto) based on the investment plans submitted to that effect, that such authority will not impose additional requirements for the renewal of such contract, or that we will continue to have a good business relationship with the new and future administrations.

For additional context on the regulatory changes in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.”

A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, customers, business, and results of operations.

The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, financial condition and results of operations.

The effects of a global economic crisis on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and, therefore, on our business financial condition and results of operations. The financial and economic situation in Argentina, Mexico or in other countries in Latin America may also have a negative impact on us and third parties with whom we do, or may do, business. See “—The Argentine economy can be adversely affected by economic developments in global markets and by more general ‘contagion’ effects, which could have a material adverse effect on Argentina’s economic growth.”

The Argentine economy can be adversely affected by economic developments in global markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth.

Financial and securities markets in Argentina and the Argentine economy are influenced by the effects of global or regional financial crises and market conditions in other markets worldwide. Global economic instability such as uncertainty about global trade policies, sharp drops or increases in commodities prices, the deterioration of economic conditions in Brazil (Argentina’s main trading partner) and of the economies of other major trading partners of Argentina, such as China or the United States, geopolitical tensions between the United States and a number of foreign countries, the ongoing conflict between Russia and Ukraine, between the United States, Israel, Iran and several other countries in the Middle East, between China and Taiwan, and more recently, the political and economic situation in Venezuela, decisions by the OPEC and other non-OPEC oil-producing nations with respect to oil production quotas, idiosyncratic, political and social discords, terrorist attacks, sovereign debt downgrades, a pandemic disease, could impact the Argentine economy and jeopardize Argentina’s ability to correct its existing macro imbalances, among others. Although economic conditions vary from country to country, investors’ reactions to events occurring in one country sometimes demonstrate a contagion effect in which an entire region or class of investment is disfavored by international investors.

Consequently, there can be no assurance that the Argentine economy and securities markets will not be adversely impacted by events affecting the world, a particular region, developed economies, emerging markets or any of Argentina’s major trading partners, which could in turn adversely affect our business, financial condition and results of operations, and the market value of our series A shares and ADSs. Furthermore, a significant devaluation of the currencies of our trading partners or trade competitors may adversely affect the competitiveness of Argentina and, consequently, adversely affect Argentina’s economy and our financial condition and results of operations.

Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business.

A lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2025 Corruption Perceptions Index survey of 182 countries, Argentina scored 36 out of 100 and ranked 104^th (with one being the least corrupt country and 182 being the most corrupt country), a deterioration compared to the previous survey in 2024.

As of the date of this annual report, there are various ongoing investigations into allegations of money laundering and corruption being conducted by the Argentine Public Prosecutor (Ministerio Público Argentino). Companies involved in the investigations may be subject to, among other consequences, a decrease in their credit ratings, claims filed by their investors, and may further experience restrictions in their access to financing through the capital markets, together with a decrease in their income. The potential outcome of these and other ongoing corruption-related investigations is uncertain, but they have already had an adverse impact on the image and reputation of those companies that have been implicated, as well as on the general market perception of the economy, political environment and the capital markets in Argentina. We have no control over and cannot predict the outcome of any such investigations or allegations nor their effect on the Argentine political and economic instability, nor can we predict the adverse effect on our commercial activities and results of operations.

Recognizing that failing to address these issues could increase the risk of political instability, distort decision-making processes, and negatively affect Argentina’s international reputation and its ability to attract foreign investment, the Argentine government has announced several measures aimed at strengthening Argentine institutions and reducing corruption. These measures include reducing criminal sentences in exchange for cooperation with the government in corruption investigations, greater access to public information, the restitution to the state of assets from corrupt officials, increasing the powers of the Anti-Corruption Office, presenting a draft of a new public ethics law, among others. The Argentine government’s ability to implement these initiatives is uncertain, as it would be subject to independent judicial review, as well as legislative support from opposition parties.

Recognizing that the failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment. In turn, this could impact our ability to attract new investors to our Company, which could affect our financial condition and the market value of our series A shares and ADSs.

The Argentine government owns the hydrocarbons reserves located in the subsoil in Argentina.

The Argentine Hydrocarbons Law provides that liquid and gaseous hydrocarbon deposits located in the territory of the Argentina and in its continental shelf belong to the Argentine government, either at the federal or provincial level, depending on the location of such deposits. See “Item 4—Information on the Company—Property, Plant and Equipment.” However, the E&P of oil and natural gas are conducted through exploration permits and exploitation concessions granted by the federal or provincial government, as applicable, to public and private companies. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Argentine government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Argentina. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina.”

Economic conditions and government policies in Mexico and elsewhere may have a material impact on our operations.

A deterioration in Mexico’s economic condition, social instability, political unrest, changes in governmental policies, or other adverse social developments in Mexico could adversely affect our business, specifically the relinquishment process requested by the Company on November 6, 2025, with respect to block CS-01 (see “—We are subject to risks related to the approval of Mexican entities with respect to the relinquishment of our asset in Mexico”). Those events, including changes in energy policy and regulation, could also lead to increased volatility in the foreign exchange and financial markets, thereby affecting our ability to obtain financing.

More generally, in the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect our business. A worsening of international financial or economic conditions, such as a slowdown in growth or even a recession in Mexico’s trading partners, including the United States, or the emergence of a new financial crisis, could have adverse effects on the Mexican economy and our business.

Also, the Mexican government has had significant influence in the Mexican economy in the past and will likely continue to do so. Changes in the legal framework and policies may adversely affect our business and the value of our securities.

Criminal activity in Mexico could affect our operations.

In recent years, Mexico has experienced a period of increasing criminal activity, primarily due to the activities of drug cartels and related criminal organizations. In addition, the development of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that we produce. In response, the Mexican government has implemented various security measures and has strengthened its military and police forces. Despite these efforts, criminal activity continues to exist in Mexico, and could worsen in 2026, if criminal groups seek to take advantage of the upcoming elections to expand their control over the local governments and markets. These activities, their possible escalation and the violence associated with them, in an extreme case, may have a negative impact on our financial condition and results of operations.

Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.

As of the date of this annual report, Movimiento de Regenaracion Nacional (Morena), the political party of Mexican President Claudia Sheinbaum, holds a majority of seats in the Mexican House of Representatives (Cámara de Diputados) and holds the largest number of seats in the Mexican Senate (Senado de la República) relative to any other party. In recent years, the Mexican Executive Branch and Congress have applied significant pressure on the Judicial Branch, particularly on Mexico’s Supreme Court of Justice. This concentration of power, along with any political or economic changes resulting from these developments, could have a negative impact on our business, financial position, or operating results.

On September 15, 2024, a constitutional reform was enacted in Mexico, introducing significant changes to the judicial system, including the popular election of judges, magistrates, and Supreme Court justices. The Mexican Judicial Reform (as defined below) led to nationwide judicial strikes, disrupting judicial proceedings and potentially causing delays in litigation and contract enforcement. This reform creates regulatory uncertainty that may impact our business operations and legal protections in Mexico. For additional context on the regulatory changes in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.”

Economic conditions in Mexico are closely linked to the economic conditions in the United States due to the countries’ geographic proximity and the high degree of economic activity between the two countries generally, including the trade facilitated by the United States-Mexico-Canada Agreement (USMCA). As a result, political and economic developments in the United States, including but not limited to the recent developments regarding tariffs imposed by the United States on imports from Mexico, can also have an impact on the exchange rate between the U.S. Dollar and the Mexican Peso, economic conditions in Mexico and the global capital markets.

The administration of U.S. President Donald Trump has introduced significant changes in trade policies, including the imposition of new tariffs on imports from Canada, Mexico, and China, with additional measures under consideration. For more information on changes in U.S. trade and other policies, and their impact, see “Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations.” These tariffs, along with potential retaliatory actions by these and other countries, could disrupt global trade flows, and increase operational costs for companies reliant on international supply chains.

Additionally, on January 20, 2025, President Trump issued an executive order directing the U.S. Secretary of State to recommend the designation of certain international cartels and transnational criminal organizations as FTOs and SDGTs. The U.S. Department of Justice subsequently issued memoranda prioritizing enforcement actions against cartels and transnational criminal organizations, including those operating in Mexico. These designations may impose additional compliance and operational challenges for companies, like ours, with activities in Mexico.

Other events and changes, and any political and economic instability in Mexico, could have a material adverse effect on the country’s economy. The extent of such an impact cannot be accurately predicted. We cannot provide any assurances that political developments in Mexico will not adversely affect the Mexican economy or the oil and gas industry and, in turn, our business.

The Mexican nation owns the hydrocarbons reserves located in the subsoil in Mexico.

The Mexican Constitution provides that the Mexican nation, and not us, owns all petroleum and other hydrocarbon reserves located in the subsoil in Mexico. Article 27 of the Mexican Constitution provides that the Mexican government will carry out E&P activities through contracts with third parties or allocations awarded to State Public Enterprises (empresas públicas del Estado). The Mexican Hydrocarbons Law, under which the license agreement for the block CS-01 was executed and is governed, allowed us and other oil and gas companies to explore and extract the petroleum and other hydrocarbons reserves located in Mexico, subject to the entry into agreements pursuant to a competitive bidding process. After the repeal of the Mexican Hydrocarbons Law, the Mexican Hydrocarbons Sector Law stipulates that the SENER may exceptionally enter into agreements for the exploration and extraction of petroleum and other hydrocarbons, subject to a competitive bidding process. Access to crude oil and natural gas reserves is essential to an oil and gas company’s sustained production and generation of income, and our ability to generate income would be materially and adversely affected if the Mexican government were to restrict or prevent us from exploring or extracting any of the crude oil and natural gas reserves that it has assigned to us or if we are unable to compete effectively with other oil and gas companies in future bidding rounds for additional E&P rights in Mexico.

Health crises such as the COVID-19 pandemic could have a significant adverse effect on our business operations.

The COVID-19 pandemic had a significant adverse impact on the global economy and our Company. The COVID-19 pandemic resulted in the imposition of local, municipal and national governmental “shelter-in-place” and other quarantine measures, border closures and other travel restrictions, closure of non-essential businesses, suspension of visas, nation-wide lockdowns, closing of public and private institutions, extension of holidays, among many others, causing unprecedented commercial disruption in a number of jurisdictions, including Mexico and Argentina.

During 2020, the Company’s revenues and financial condition were severely hit due to the reduced demand for oil and gas, and the collapse in oil and gas prices, driven by the COVID-19 pandemic. Due to these issues, we decided to stop all drilling and completion activities, both in Argentina and Mexico, which negatively impacted our production by delaying development projects.

Although the negative effects of the COVID-19 pandemic on us and the global economy have subsided, we cannot predict or estimate the ultimate negative impact that a resurgence of COVID-19 or another pandemic would have on our results of operations and financial condition, since it will depend on future developments outside of our control, including the intensity and duration of the pandemic, as well as measures taken to contain the pandemic or mitigate its economic impact by the Argentine or Mexican governments.

We are subject to risks related to a certain joint and several tax liability provision in Mexico, by means of which Vista could be held as jointly and severally liable in connection with any income tax amounts arising from the transfer of its shares between foreign residents without a permanent establishment in Mexico, if such transactions are not reported to the Mexican tax authorities.

The Mexican government approved and published a tax provision in the Mexican Federal Official Gazette whereby from January 1, 2022, Mexican resident companies may be joint and severally liable for the taxes triggered by non-Mexican tax residents on the sale or disposition, to another non-Mexican tax resident party, of their shares or securities representing property of assets, issued by such companies, if the relevant Mexican resident company fails to provide certain information in respect of certain dispositions or sales to the Mexican tax authorities and the non-Mexican seller fails to comply with the obligation to pay the relevant tax. Given the mechanisms and procedures inherent to stock exchanges, including the volume of trading in the NYSE, Mexican companies, including us, have practical challenges in identifying and tracking the sale or disposition of the ADSs held by our investors, irrespective of them being Mexican or non-Mexican tax resident. Therefore, if the non-Mexican resident fails to pay taxes triggered on the sale and we fail to comply with the abovementioned information obligation, the tax authorities may assess joint and several liability on the Company for any unpaid taxes derived from the disposition or sale of the ADSs conducted by non-Mexican residents to another non-Mexican resident where certain requirements set forth in the Mexican Tax Law and its regulations are not complied with for such sale or disposition of ADSs to be exempt in Mexico. This potential assessment could have an adverse effect on our business, equivalent to the joint and several liability of the unpaid taxes.

However, Vista has appealed the tax provision through an amparo proceeding, seeking an exemption from the obligation to provide the relevant information and, as a result, to avoid being subject to joint and several tax liability. Vista obtained a favorable final decision from a Collegiate Court (Tribunal Colegiado) pursuant to binding precedent from the Second Chamber of the Mexican Supreme Court of Justice established in docket A.R. 528/2022. As a result, Vista is now only required to submit the notice concerning the share ownership of the parties referred to in Section 49 Bis 2 of the Circular Única de Emisoras and is not obligated to report share transfers carried out between non-residents.

Risks Related to our series A shares and the ADSs

The series A shares and ADSs are traded in more than one market, and this may result in price variations; in addition, investors may not be able to easily move securities for trading between such markets.

As of the date of this annual report, our series A shares are listed and traded on the Mexican Stock Exchange and ADSs are listed on the NYSE. Markets for our series A shares or for the ADSs may not have liquidity and the price at which the series A shares or the ADSs may be sold is uncertain.

Trading in the ADSs or our series A shares on these markets takes place in different currencies (U.S. Dollars on the NYSE and Mexican Pesos on the Mexican Stock Exchange), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Mexico). The trading prices of the securities on these two markets may differ due to these and other factors. Any decrease in the price of our series A shares on the Mexican Stock Exchange could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying series A shares for trading on the other market without effecting necessary procedures with the Depositary. This could result in time delays and additional cost for holders of the ADSs.

The trading prices for the series A shares and the ADSs may fluctuate significantly.

Volatility in the market price of our series A shares and the ADSs may prevent investors from selling their securities at or above the price that they paid for them. The market price and market liquidity of our series A shares and the ADSs may be adversely affected by several factors, including, but not limited to, the extent of investor interest in us, the attractiveness of our series A shares and the ADSs in comparison to other equity securities (for instance, shares issued by a company with larger operating history in our own industry), our financial performance and general market conditions. Certain additional factors that could negatively affect, or result in fluctuations in, the price of our series A shares and the ADSs include actual or anticipated variations in our operating results; potential differences between our actual financial and operating results and those expected by investors; investors’ perceptions of our prospects and the prospects of our sector; new laws or regulations or new interpretations of laws and regulations, including tax guidelines, applicable to the energy sector, our series A shares and/or the ADSs; general economic trends and risks in the United States, Latin American or global economies or financial markets, including those resulting from pandemics, war, incidents of terrorism or responses to such events; changes in our operations or earnings estimates or publication of research reports about us or the Latin American energy industry; market conditions affecting the Latin American economy generally or borrowers in Latin America specifically; significant volatility in the market price and trading volume of securities of companies in the energy sector, which are not necessarily related to the operating performance of these companies; additions to or departures from our Executive Team; completing (or failing to complete) additional acquisitions or executing additional concession agreements; speculation in the press or investment community; changes in the credit ratings or outlook assigned to Latin American countries, particularly Mexico and Argentina, and entities of the energy sector; political conditions or events in Argentina, Mexico, the United States and other countries; and enactment of legislation or other regulatory developments that adversely affect us or our industry.

The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our series A shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the markets in which we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our series A shares and ADSs. Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.

The relatively low liquidity and high volatility of the Mexican securities market may cause trading prices and volumes of our series A shares and the ADSs to fluctuate significantly.

The Mexican Stock Exchange is one of Latin America’s largest exchanges in terms of aggregate market capitalization of the companies listed therein, but it remains relatively illiquid and volatile compared to other major foreign stock markets. Although the public participates in the trading of securities on the Mexican Stock Exchange, a substantial portion of trading activity on the Mexican Stock Exchange is conducted by or on behalf of large institutional investors. The trading volume for securities issued by emerging market companies, such as Mexican companies, tends to be lower than the trading volume of securities issued by companies in more developed countries. These market characteristics may limit the ability of a holder of our series A shares and may also adversely affect the market price of the series A shares and, as a result, the market price of the ADSs.

If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADSs could decline.

The trading market for our series A shares and the ADSs may be impacted in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competitors. If no securities or industry analysts covers us, the trading price for our series A shares and the ADSs may be negatively impacted. If one or more of the analysts who covers us downgrades us or releases negative publicity about our series A shares and ADSs, our share price would likely decline. If one or more of these analysts ceases to cover us or fails to regularly publish reports on us, interest in our series A shares and the ADSs may decrease, which may cause our share price or trading volume to decline.

As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants.

As a foreign private issuer, we are subject to different disclosure and other requirements than domestic U.S. registrants. For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we have relied, and intend to keep relying, on exemptions from certain U.S. rules which permit us to follow Mexican legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants.

Furthermore, foreign private issuers are required to file their annual report on Form 20-F within 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation Fair Disclosure under the Securities Act, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are required to file reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Mexican law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.

We cannot predict if investors will find our series A shares or the ADSs less attractive because we rely on these exemptions. If some investors find our series A shares and the ADSs less attractive as a result, there may be a less active trading market for our series A shares and the ADSs and our share price may be more volatile.

ADS holders may be subject to additional risks related to holding ADSs rather than series A shares.

Because ADS holders do not hold their series A shares directly, they are subject to additional risks, including as an ADS holder, you may not be able to exercise shareholder rights; distributions on the series A shares represented by your ADSs are paid in Mexican Pesos to a custodian through S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”) and before such custodian transfers any such distributions to the depositary for your benefit, it would be required to deduct withholding taxes, if any. The depositary would also be required to convert distributions made in Mexican Pesos into U.S. Dollars. Additionally, if the exchange rate fluctuates significantly prior

to the depositary converting any distribution into U.S. Dollars, the amount of such distribution may decrease in terms of U.S. Dollars; and we and the depositary may amend or terminate the Deposit Agreement without the ADS holders’ consent in a manner that could prejudice ADS holders or that could affect the ability of ADS holders to transfer ADSs.

We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses and holders of our series A shares and ADSs may suffer further dilution.

In April 2018, we adopted our Long-Term Incentive Plan (“Plan”) with the purpose of attracting and retaining talented individuals as officers, directors, employees, and consultants who are critical to our success, incentivizing their performance, and aligning their interests with ours. Under the Plan, our Board of Directors is authorized to grant restricted series A shares or ADSs (“Restricted Stock”) and options to purchase our series A shares or ADSs (“Stock Options”) to our officers, directors, employees, and consultants. We reserved 8,750,000 series A shares, issued on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan.

The vesting of series A shares reserved for the Plan (or the allocation of series A shares repurchased by the Company through our buy-back program) could result in immediate dilution to our existing shareholders and may also have a dilutive effect on our earnings per share. If all series A shares currently reserved for the Plan, in addition to all shares repurchased through the ongoing buy-back program, were to become outstanding, our issued and outstanding share capital would increase by 1.7%, from 104,299,703 series A shares outstanding as of December 31, 2025, to 106,078,533 series A shares.

ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings.

The depositary is treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a holder of ADSs, you do not have direct shareholder rights and may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the Deposit Agreement relating to the ADSs. There are no provisions under Mexican law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying series A shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADS holders may be unable to exercise voting rights with respect to the series A shares underlying the ADSs as a result of these practical limitations.

Preemptive rights may be unavailable to non-Mexican holders of ADSs and, as a result, such holders may suffer dilution.

Under our current by-laws, whenever we issue new shares for subscription and for payment in cash, subject to certain exceptions, such as those related to public offerings, mergers, or conversion of convertible securities or when the shareholders’ meeting or board of directors (in the latter case when such authority is delegated to the board of directors by the shareholders’ meeting for a particular issuance) decide otherwise, we must grant preemptive subscription rights to our shareholders, giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. We may not be able to offer preemptive rights to foreign shareholders and ADS holders identical to those of our shareholders residing in Mexico in connection with any future issuance of shares unless we comply with certain specific requirements under the laws and regulations of the applicable jurisdictions of our non-Mexican shareholders. In the case of United States shareholders and ADS holders, we might not be able to offer them shares pursuant to preemptive rights granted to our shareholders in connection with any future issuance of shares, unless the offer of such shares is registered under the Securities Act or an exemption from the registration requirement is available.

We intend to evaluate, at the time of any preemptive prescription rights offering, the costs and potential liabilities associated with a registration statement or similar requirement to enable U.S. or other non-Mexican shareholders and ADS holders to exercise their preemptive subscription rights in the event of an issuance of shares; the indirect benefits of enabling U.S. and other non-Mexican shareholders and ADS holders to exercise preemptive subscription rights; and any other factors that we consider appropriate at the time. We will then decide whether to file such a registration statement or otherwise comply with a similar requirement.

In the event that a required registration statement or similar requirement is not filed or satisfied, U.S. or other non-Mexican shareholders or ADS holders, would not be able to exercise their preemptive subscription rights in connection with future issuances of our shares, and their stake in the Company might be diluted. In this event, the proportion of the economic and voting interests of such U.S. or other non-Mexican shareholders or ADS holders in our total equity could decrease in proportion to the size of the issuance. Depending on the price at which shares are offered, such an issuance could result in dilution in the book value per share to U.S. or other non-Mexican shareholders or ADS holders not participating in the capital increase.

Substantial sales of our series A shares or the ADSs could cause the price of our series A shares or the ADSs to decrease.

The market price of our series A shares and the ADSs may decline as a result of sales of a large number of series A shares and ADSs or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Our shareholders, or entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC, as well as any other regulation (including anti-trust rules) that may apply. If any of our shareholders, the affiliated entities controlled by them or their respective permitted transferees were to sell a large number of their shares, the market price of our series A shares may decline significantly and, as a result, the market price of the ADSs. In addition, the perception in the public markets that sales by them might occur may also adversely affect the market price of our series A shares and the ADSs.

The protections afforded to minority shareholders in Mexico are not as comprehensive as those in other jurisdictions, such as the United States.

Under Mexican law, the protections afforded to minority shareholders and the responsibilities and duties of directors and senior officers are different or not as complete as those in the United States. Although Mexican law establishes specific duties of care and loyalty applicable to our directors, committee members and senior officers, the Mexican legal regime governing directors, committee members and senior officers, and their duties, is not as comprehensive or developed as in the United States and has not been the subject of as broad and precise judicial interpretation. In addition, the criteria applied in other jurisdictions, including in the United States, to ascertain the independence of corporate directors may be different from the criteria applicable under corresponding Mexican laws and regulations. Furthermore, in Mexico, there are different procedural requirements for shareholder suits that work exclusively for our benefit (such as with respect to derivative suits) and not for the benefit of our shareholders (even those that initiate an action). As a result, it may be more difficult in practice for our minority shareholders to enforce their rights against us or our directors, committee members or senior officers, including for breach of their duties or care or loyalty) than it would be for shareholders of a United States or other non-Mexican company or to obtain compensation for minority shareholders, for losses caused by directors, committee members or senior officers as a result of a breach of their duties.

Our bylaws contain provisions aimed at restricting the acquisition of our shares and restricting the execution of voting agreements among our shareholders.

Pursuant to our bylaws, every direct or indirect acquisition of shares, or attempted acquisition of shares, of any nature by one or more persons or entities requires the prior written approval by the Board of Directors each time that the number of shares to be acquired, when added to any shares already owned by such person or entity, results in the acquirer holding 10% or more of our outstanding capital stock. Once such percentage is reached, such person or entity must notify our Board of Directors of any subsequent acquisition of shares by any such person or entity through which they acquire additional shares representing 2% or more of our outstanding capital stock. Prior, written approval must also be requested from our Board of Directors for the execution of written or oral agreements, as a consequence of which voting association, block voting, or binding or joint vote mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, which effectively results in a change in control of our Company or a 20% ownership interest in our Company. No additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage of our outstanding capital stock is equal to or greater than 20%, nor is any additional authorization required with respect to entering temporary agreements for appointment of minority directors.

If an acquirer does not comply with the procedures described above, such acquired shares or shares regarding any voting agreement will not have any voting rights at any shareholders’ meeting of our Company. Any such acquired shares which have not been approved by our Board of Directors shall not be registered in our stock registry book, entries in our stock registry book made beforehand will be canceled and the Company will not acknowledge or give any value to the records or listings referred to in Article 290 of the Mexican Securities Market Law (Ley del Mercado de Valores), any other provision that might substitute it from time to time and other applicable law. Therefore, such records or listings mentioned above will not be considered evidence of ownership of shares, shall not grant the right to attend shareholders’ meetings or validate the exercise of any legal action, including any legal action of a procedural nature.

The provisions in our bylaws described above may only be amended or removed by the approval of shareholders holding at least 95% of our shares. This could hinder the process of selling our shares or the execution of agreements in connection with those shares.

These provisions in our bylaws could potentially discourage future purchases of a significant number of our shares, including potential future acquirers of our business, and accordingly could adversely affect the liquidity and price of our series A shares.

The payment and amount of dividends, or share buybacks, are subject to the determination of our shareholders.

The amount available for cash dividends, or share buybacks, if any, will be affected by many factors, including our future operating results, financial condition and capital requirements as a result thereof, and the terms and conditions of legal and contractual restrictions. Also, the amount of cash available for dividend payments, or share buybacks, may vary significantly from estimates. There can be no assurance that we will be able to pay or maintain the payment of dividends. Our actual results may differ significantly from the assumptions made by our Board of Directors in recommending dividends, or share buybacks, to shareholders or in adopting or amending a dividend policy in the future. Also, there can be no assurance that our Board of Directors will recommend a dividend payment, or share buy-back, to our shareholders or, if recommended, that our shareholders will approve such a dividend payment or share buy-back. The payment of dividends, or share buybacks, and the amounts of dividend payments paid by us to our series A shares are subject to the approval of our shareholders and our having absorbed or repaid losses from prior years and also may only be paid from retained earnings approved by our shareholders and if legal reserves have been created.

The payment and amount of certain dividends by Vista Argentina are subject to BCRA restrictions

Pursuant to the Argentine Foreign Exchange Regulations imposed by the BCRA, companies resident in Argentina may only have access the foreign exchange market to purchase foreign currency and transfer it abroad for the payment of profits and dividends to non-resident shareholders, if certain conditions are met and/or they have the prior approval of the BCRA. In this regard, current regulations provide that dividends corresponding to fiscal years beginning on or after January 1, 2025, are not subject to foreign exchange restrictions for remittance abroad.

Notwithstanding the foregoing, dividends corresponding to prior fiscal years remain subject to the restrictions imposed by the BCRA, such restrictions may affect our ability to pay dividends or complete share buybacks because the main source of cash generation is in Argentina.

There can be no assurance that the BCRA will not increase or relax such controls or restrictions, make modifications to these regulations, establish more severe restrictions on currency exchange, or maintain the current Foreign Exchange Regulations or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Argentine Peso, all of which could undermine our ability to pay dividends to foreign shareholders and to distribute all the net cash flow generated in the form of dividends or buybacks. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations. See “Item 10—Additional Information—Exchange Controls” for additional information.

Dividend distributions to holders of our series A shares will be made in Mexican Pesos.

We will make dividend distributions to holders of our series A shares in Mexican Pesos. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or entities to convert Mexican Pesos into U.S. Dollars or other currencies, it could institute restrictive exchange control policies in the future. Future fluctuations in exchange rates and the effect of any exchange control measures adopted by the Mexican government on the Mexican economy cannot be predicted.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common shares.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to achieve and maintain effective internal controls over financial reporting, implement required new or improved controls, or difficulties encountered in their implementation could result in our failure to meet our reporting obligations, which in turn could have a material adverse effect on our business and our common shares or the ADSs. In addition, any testing by us or any subsequent testing by our independent registered public accounting firm conducted in connection with Section 404 of the SOX, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our audited financial statements. Confidence in the reliability of our audited financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could in turn limit our access to capital markets and possibly, harm our results of operations, and lead to a decline in the trading price of our common shares or the ADSs.

Pursuant to Section 404 of the Sarbanes Oxley Act of 2002, we are required to include a report of our management on our internal controls over financial reporting in our annual reports on Form 20-F that contains management’s assessment relating to the design, maintenance and periodic evaluation of the internal control system, accompanied by a report from our independent registered public accounting firm. We can provide no assurance that from time to time we will not identify concerns that could require remediation. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in the completing the implementation of any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 which may have an adverse effect on us.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

We are required to comply with various regulatory and reporting requirements, including those required by the Commission and the CNBV. Complying with these reporting and regulatory requirements is time consuming, resulting in increased costs to us or other adverse consequences. As a public company, we are subject to the reporting requirements of the Exchange Act, and the requirements of the SOX, in addition to the existing disclosure requirements by the Mexican Securities Market Law and CNBV rules. These requirements may place a strain on our systems and resources. The Exchange Act rules applicable to us as a foreign private issuer requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNBV rules require that we make

annual and quarterly filings and that we comply with disclosure obligations including current reports. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, we have ceased to be an emerging growth company and are therefore no longer able to take advantage of certain exemptions from various requirements applicable to other public companies that are emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the SOX. As such, our independent registered public accounting firm is now required to attest to the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

Our bylaws, in compliance with Mexican law, restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.

As required by Mexican law, our bylaws provide that non-Mexican shareholders are considered to be Mexican with respect to shares held by them. Moreover, non-Mexican shareholders explicitly agree not to invoke the protection of its own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, though such agreement is not deemed to include a waiver to any other rights (for instance, any rights under the United States securities laws, with respect to its investment in us). If you invoke such governmental protection in violation of this provision of the bylaws, your series A shares may be forfeited to the Mexican government.

As a foreign private issuer, we are permitted to, have relied, and intend to keep relying, on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers. This may afford less protection to holders of the ADSs.

The NYSE’s rules require listed companies to have, among other things, a majority of their board members be independent and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. While we currently meet this requirement, we might cease to do so in the future, given that, as a foreign private issuer and a controlled company, we are permitted to follow home country practice in lieu of the above requirements. Mexican law does not require that a majority of our board consist of independent directors or the implementation of a compensation or nominating committee, and our board may thus not include, or include fewer, independent directors than would be required if we were subject to the NYSE rules applicable to most U.S. companies. As long as we rely on the foreign private issuer and controlled company exemptions to the NYSE rules, a majority of our Board of Directors is not required to consist of independent directors and we will not be required to have a compensation or nominating committee. Therefore, our board’s approach may be different from that of a board with a majority of independent directors, and, as a result, the Executive Team’s oversight of the Company may be more limited than if we were subject to the NYSE rules applicable to most U.S. companies.

It may be difficult to enforce civil liabilities against us or our directors or officers.

We are a publicly traded company with variable capital (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, and a majority of the members of our Board of Directors and Executive Team, our advisors and independent auditors reside or are based outside the United States. All of our assets and the assets of our subsidiaries are located, and all of our revenues and the revenues of our subsidiaries are derived from, sources outside the United States, particularly in Mexico and Argentina. Consequently, it may not be possible for you to effect service of process upon us or these other persons. Because judgments of U.S. courts or courts of other jurisdictions outside of Mexico and/or Argentina for civil liabilities based upon foreign laws of other jurisdictions outside Mexico

and/or Argentina may only be enforced in Mexico and/or Argentina if certain requirements are met, you may face greater difficulties in protecting your interests through actions against us, our directors or the members our Executive Team than would shareholders of a corporation incorporated in the United States or in other jurisdictions outside of Mexico. There is doubt as to the enforceability, in original actions in Mexican courts and/or Argentine courts or in actions for enforcement of judgments obtained in courts of jurisdictions outside Mexico and/or Argentina, of liabilities predicated, in whole or in part, on the civil liability provisions of U.S. federal securities laws. No treaty exists between the United States and Mexico for the reciprocal enforcement of judgments issued in the other country. In addition, the enforceability in Argentine courts of judgments of U.S. or non-Argentine courts with respect to matters arising under U.S. federal securities laws or other non-Argentine regulations will be subject to compliance with certain requirements under Argentine law, including the condition that any such judgment does not violate Argentine public policy (orden público argentino) and provided that an Argentine court will not order the attachment on any property located in Argentina and determined by such court to be essential for the provision of public services.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, holders and beneficial owners of ADSs irrevocably waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement. If this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. If we or the depositary opposed a jury trial demand based on the waiver, the court would analyze whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.

No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Holders of our series A shares who sell or transfer series A shares acquired on or after January 1, 2018 and representing 10% or more of our equity may be subject to indirect capital gains tax under Argentine tax law.

Under Argentine tax law, non-Argentine tax residents who sell or transfer shares or other participations in foreign entities, trust or other similar structures acquired on or after January 1, 2018, may be subject to indirect capital gains tax in Argentina if two conditions are simultaneously met: (i) at the time of the sale or transfer or during the 12 prior months to such sale, 30% or more of the market value of the foreign entity is derived from assets located in Argentina and (ii) the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine holder of our series A shares who sells or transfers series A shares acquired on or after January 1, 2018, representing 10% or more of our equity interests would be subject to the indirect capital gains tax.

ITEM 4.

INFORMATION ON THE COMPANY

Vista Energy, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico. We were originally incorporated in Mexico on March 22, 2017.

Our principal executive offices are located at Torre Mapfre, 18^th Floor, 243 Paseo de la Reforma Avenue, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, 06500, Mexico. Our telephone number at this location is +52 (55) 1555-7104. Our website is http://www.vistaenergy.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this annual report. The Securities and Exchange Commission (“SEC”) maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Recent Developments

Transaction to Acquire Equinor’s Assets in Vaca Muerta

On February 1, 2026, Vista Argentina and Vista entered into a series of agreements to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions (collectively, the “Equinor Transaction”):

(i)

the acquisition of 100% of the capital stock of Equinor Argentina S.A.U., owner of 30% of the working interest in the Bandurria Sur block, by Vista and Vista Argentina as purchasers, with Equinor Argentina A.S. as the seller;

(ii)

the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, between Vista and Vista Argentina as purchasers and Equinor Argentina B.V. Sucursal Argentina (jointly with Equinor Argentina A.S., the “Equinor Asset Sellers”), as seller; (paragraphs (i) and (ii), collectively, the “Equinor Acquisitions”);

(iii)

the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and

(iv)

the assignment to YPF of a 15.0% working interest over Bajo del Toro (paragraphs (iii) and (iv), collectively, the “Equinor Assignments”).

The payment due at closing for the Equinor Acquisitions (net of the Equinor Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares at a price of US$52.2 per ADS, which price was calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments.

Additionally, the Equinor Acquisitions (net of the Equinor Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest.

Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements.

Objectives of the Equinor Transaction

Through the Equinor Transaction, Vista aims to incorporate low-cost, high-margin, high-return cash-generating assets. These assets combine significant growth potential with barrels in production, supporting Vista’s free cash flow generation.

Vista expects to materially increase its scale by incorporating an asset with proven reserves as of December 31, 2024, of 54.0 MMboe (at Vista’s 25.1% working interest in Bandurria Sur and 35.0% in Bajo del Toro), according to the SdE, compared to Vista’s proven reserves of 375.2 MMboe as of December 31, 2024. Average production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 21,203 boe/d (at Vista’s working interest), which represents a meaningful increase in scale compared to Vista’s 135,414 boe/d for the same period. Average oil production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 17,665 boe/d (at Vista’s working interest). During 2025, 69% of the oil production volumes from the Equinor Transaction Assets were exported.

Vista also expects to significantly enhance its asset portfolio by adding 27,733 net acres with an inventory that, according to our estimates, has approximately 243 net wells ready to drill (105 net wells at a 25.1% interest in Bandurria Sur and 139 net wells at a 35.0% interest in Bajo del Toro) in the core area of Vaca Muerta.

Additionally, Vista expects to incorporate operational synergies, based on the proximity of Bandurria Sur and Bajo del Toro to its blocks in Vaca Muerta, which could translate into potential savings related to processing capacity, transportation capacity, and other oil services, and leveraging on to the successful acquisition and joint venture with YPF in La Amarga Chica.

Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d.

Indebtedness

On January 30, 2026, Vista Argentina entered into the 2026 Credit Agreement with Banco Santander, S.A. Citicorp North America, Inc and Itau Unibanco S.A., Nassau Branch, as lenders, for an aggregate principal amount of up to US$600 million. The 2026 Credit Agreement had a four-year term and was guaranteed by Vista. The 2026 Credit Agreement was entered into to potentially fund a portion of the purchase price of the Equinor Transaction. The 2026 Credit Agreement was terminated on April 8, 2026, as a result of Vista Argentina receiving the proceeds of the 2038 Notes (as defined below) to fund the purchase price of the Equinor Transaction. Vista Argentina did not borrow any funds under the 2026 Credit Agreement before its termination.

On April 8, 2026, Vista Argentina issued US$500,000,000 in aggregate principal amount of 7.875% senior notes due 2038 (the “2038 Notes”), which are governed by New York law. The 2038 Notes were issued by Vista Argentina, Vista’s main subsidiary. The offering of the 2038 Notes was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. The 2038 Notes have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of April 8, 2026.

In addition to the above, between December 31, 2025 and the date of this annual report, Vista also (i) incurred US$955 million, and (ii) repaid existing indebtedness facilities for US$341 million.

Acambuco Divestiture Agreement

On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment.

BUSINESS OVERVIEW

We are an independent Latin American, shale oil-focused company operating since April 4, 2018. We own high-quality, low-operating cost, high-margin producing assets in Argentina, spanning approximately 228,800 net acres across Vaca Muerta, the largest shale oil and gas play under development outside North America. Most of our production and revenues, our ongoing drilling and workover activities, our oil producing wells, estimated proved reserves and assets are located in Argentina. As of the date of this annual report, we are the largest independent oil producer and the largest oil exporter in Argentina, as determined by the SdE.

We seek to generate strong returns for our shareholders based on the following key value drivers:

Deep, ready-to-drill, short-cycle well inventory.

Our growth plan is based on developing our inventory in Vaca Muerta in line with the highest efficiency and safety standards. As of December 31, 2025, we had a total inventory of 1,653 wells (including 1,302 ready-to-drill locations and 351 net wells on production as of December 31, 2025), out of which 675 wells are in Bajada del Palo Oeste, 323 in La Amarga Chica (net at our 50% working interest), 175 in Bajada del Palo Este, 150 in Aguada Federal, 150 in Bandurria Norte, 100 in Águila Mora and 80 in Coirón Amargo Norte.

As of December 31, 2025, we had tied-in 153 wells in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (net at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal and two wells in Águila Mora. During the year ended December 31, 2025, we tied-in 74 net wells, representing a 48% increase compared to the year ended December 31, 2024. This activity boosted our production to 135.4 Mboe/d during the fourth quarter of 2025, up from 24.5 Mboe/d in 2018. Our proved certified reserves increased to 588.1 MMboe as of December 31, 2025, equivalent to 14 years of production and an implied reserve replacement ratio of 605%.

Peer-leading operating performance.

We believe the productivity of our new wells demonstrates the quality of our Vaca Muerta acreage. The 365-day performance of our wells drilled until year-end 2024 compares favorably with horizontal oil wells drilled in Vaca Muerta and in Permian during 2018 and 2024, as shown in the chart below. We believe this reflects the quality of our acreage and our leading operating performance among peers.

LOGO

Production growth driven by Vaca Muerta development, our rebased cost structure and our focus on operational efficiency have led to the decrease of lifting cost to US$4.4/boe in 2025 from US$13.9/boe in 2018.

Additionally, we have reduced our D&C costs in Bajada del Palo Oeste from US$16.6 million per well in 2019 to US$14.2 million per well in 2024 and US$12.1 million per well during the second half of 2025.

Robust balance sheet and financial performance.

Based on a benchmarking analysis against peers in the Argentine, Latin American and U.S. shale energy spaces, we believe we are a Company with a history of comparatively low debt leverage ratios, high Adjusted EBITDA Margins and high ROACE. Cash and cash equivalents at the end of 2025 was US$538.4 million. During the year 2025, net income for the year totaled US$719.1 million. The Adjusted EBITDA for 2025 was US$1,596.3 million resulting in an Adjusted EBITDA Margin of 64% (or 65% if sea freight selling expenses were subtracted from revenue from contract with customers). Additionally, net leverage ratio as of December 31, 2025, was 1.6x and ROACE was 29% for 2025.

A model based on operational excellence.

We aim to develop our business in a sustainable way. We aspire to reduce our operating scope 1 and 2 GHG emission intensity to 7 kgCO₂e/boe in 2026, representing a reduction of approximately 80% compared to 2020. During 2025, we reduced the intensity of scope 1 and 2 GHG emissions by 23% year-over-year, from 8.8 kgCO₂e/boe to 6.8 kgCO₂e/boe, placing Vista’s GHG emissions intensity in the top decile among global E&P companies. We are also executing a portfolio of NBS projects through our subsidiary Aike, in Argentina. By 2026, we expect to have generated enough carbon credits through our NBS projects across different regions of Argentina to match the size of our residual carbon footprint.

Additionally, safety is a bedrock of our Company, and we aim to operate with the highest oil and gas industry standards in accordance with the International Association of Oil and Gas Producers (“IOGP”) and the global oil and gas industry association for environmental and social issues (“IPIECA”). In 2025, we recorded a TRIR of 0.8 which was below 1.0 for the sixth consecutive year. Furthermore, in 2025 we recorded no major oil spill incidents.

Our Operations

The following map illustrates the location of our concessions in Argentina as of the date of this annual report⁽¹⁾:

LOGO

(1)	Assets transferred to Tango (as defined below, effective on March 1, 2023) and Acambuco concession, not shown on this map.

As of December 31, 2025, our portfolio of assets included six operated blocks in Vaca Muerta (holding approximately 205,600 net shale oil acres), one non-operated block in Vaca Muerta (holding approximately 23,200 shale oil net acres) and one non-operated conventional block in the Noroeste basin in Argentina. Additionally, effective March 1, 2023, Vista transferred the operatorship of six conventional blocks to Tango (see below section “Item 4—Information on the Company—Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta”). On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report.

During 2025, our average daily production was 115.5 Mboe/d. Additionally, as of December 31, 2025, our total proved reserves were 588 MMboe, all located in Argentina, of which 89% consisted of oil. During the fourth quarter of 2025, our total production was 135.4 Mboe/d and our shale production was 131.7 Mboe/d.

The following table presents information on our concessions as of December 31, 2025, and estimated reserves and production:


Block	Gross acres		Net acres			Interest			Operator	Net proved reserves as of Dec. 31, 2025 (MMboe)		Average net production for the year ended Dec. 31, 2025 (Mboe/d)		Concession Expiration
Argentina
Neuquina Basin
Bajada del Palo Oeste		62,641		62,641			100	%	Vista		285.26		58.8		2053
La Amarga Chica ⁽¹⁾		46,404		23,202			50	%	YPF		151.34		32.9		2049
Bajada del Palo Este		48,853		48,853			100	%	Vista		98.30		13.8		2053
Aguada Federal		24,058		24,058			100	%	Vista		48.99		4.9		2050
Águila Mora		23,475		21,128			90	%	Vista		0.15		0.6		2054
Bandurria Norte		26,404		26,404			100	%	Vista		—		0.1		2050
Entre Lomas Río Negro		83,349		—	⁽³⁾		—	⁽³⁾	Tango		1.93		1.6		2036
Jagüel de los Machos		48,359		—	⁽³⁾		—	⁽³⁾	Tango		0.69		1.0		2035
25 de Mayo–Medanito SE		32,247		—	⁽³⁾		—	⁽³⁾	Tango		0.74		0.7		2036
Entre Lomas Neuquén		99,665		—	⁽³⁾		—	⁽³⁾	Tango		0.14		0.4		2026
Charco del Palenque		47,963		—	⁽³⁾		—	⁽³⁾	Tango		0.15		—		2034
Jarilla Quemada ⁽²⁾		47,617		—	⁽³⁾		—	⁽³⁾	Tango		0.08		0.2		2040
Coirón Amargo Norte		26,598		22,508			84.6	%	Vista		—		0.0		2037
Noroeste Basin
Acambuco		293,747		4,406			1.5	%	Pan American		0.35		0.1		2036/2040
Mexico
CS-01 ⁽⁴⁾		14,332		14,332			100	%	Vista		—		0.4		2047

(1)	As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See“La Amarga Chica Acquisition”

(2)	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

(3)	Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

(4)	On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the Mexican Secretariat of Energy (“SENER” by its acronym in Spanish), which is pending confirmation to the date of issuance of this annual report.

Transaction to Acquire Equinor’s Assets in Vaca Muerta

(i)

(ii)

(iii)

the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and

(iv)

the assignment to YPF of a 15.0% working interest over Bajo del Toro.

Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements.

Objectives of the Equinor Transaction

Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d.

La Amarga Chica Acquisition

On April 15, 2025, Vista and Vista Argentina, as purchasers (the “PEPASA Acquirers”), entered into a sale and purchase agreement (the “PEPASA Sale and Purchase Agreement”) with Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V., as sellers (the “PEPASA Sellers”), to acquire 100% of Vista LACH’s capital stock (the “La Amarga Chica Acquisition”). The purchase price for the acquisition of Vista LACH is comprised of (i) US$900 million in cash (subject to the price adjustment mechanism provided for in the PEPASA Sale and Purchase Agreement), (ii) US$300 million in deferred cash payments payable on two equal installments of US$150 million on April 15, 2029 and April 15, 2030, at zero interest rate and (iii) US$300 million in Vista’s ADSs. Pursuant to the terms and conditions set forth in the PEPASA Sale and Purchase Agreement, the sale and purchase of Vista LACH’s shares was consummated on April 15, 2025.

The La Amarga Chica Acquisition grants Vista Argentina a 50% working interest in the La Amarga Chica unconventional concession, located in Vaca Muerta, and adjacent to Aguada Federal and Bajada del Palo Oeste concessions. La Amarga Chica spans across 46,404 acres and, as of December 31, 2025, had 246 wells in production, with a daily output of 79,543 bbl/d at 100% working interest, of which 71,471 barrels were oil for the three-month period ended December 31, 2025.

On December 10, 2014, YPF and Vista LACH’s predecessor entered into a joint venture agreement (the “JV Agreement”), which is duly registered with the Argentine commercial registry. The main purpose of the JV Agreement is the exploration, evaluation, development and exploitation of hydrocarbons in the La Amarga Chica unconventional exploitation concession. From April 15, 2025, Vista Argentina took over Vista LACH’s contractual position in the JV Agreement.

Additionally, for the development of La Amarga Chica, Vista LACH’s predecessor agreed to a Joint Operating Agreement (“JOA”) on September 24, 2019 with YPF, the operator of the concession, which establishes the terms and conditions regarding the development of the block, the “sole risk” operations regime, issues related to the treatment and transportation of hydrocarbons, and the decommissioning system of facilities. Starting April 15, 2025, Vista Argentina assumed Vista LACH’s contractual position in the JOA.

Vista LACH has transportation capacity of approximately 57,000 bbl/d of crude oil transportation capacity and 48,000 bbl/d of crude oil export dispatch capacity in various midstream projects. Additionally, Vista LACH has a maximum transportation capacity of approximately 49,000 bbl/d in Vaca Muerta Oleoducto Centro (“VMOC”). See “Business Overview—Concessions—La Amarga Chica.”

Moreover, since April 2023, Vista LACH has benefited from the provisions under the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) granted under Decree 929/2013 (as amended). See “Argentina’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Argentina.” Therefore, Vista LACH is entitled to:

(i)

freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and

(ii)

no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such export.

The La Amarga Chica Acquisition was approved by Vista’s shareholders on March 3, 2025 and by its board of directors on April 11, 2025. To fund the cash portion of the purchase price of the La Amarga Chica Acquisition, the Acquirers used existing funds and proceeds from a credit agreement entered into between Vista Argentina, as borrower, and Banco Santander, S.A., as lender, for a total amount of US$300 million (the “Bridge Loan”). The Bridge Loan had a term of four years and was guaranteed by Vista. The Bridge Loan was repaid in June 2025 and cancelled.

The sale and purchase of Vista LACH does not contractually contemplate as a closing condition the obtainment of antitrust approvals from the Argentine Antitrust Authorities. However, given that Argentine law requires the Acquirers to obtain the relevant antitrust approvals, the Acquirers submitted the corresponding filing on April 22, 2025, which was granted by the authorities on August 22, 2025.

On April 16, 2025, the Acquirers notified Vista LACH’s change of control to the SdE and the Subsecretariat of Energy, Mining and Hydrocarbons of the Province of Neuquén (Subsecretaría de Energía, Minería e Hidrocarburos de la Provincia de Neuquén). Additionally, Vista LACH obtained all required corporate registrations with the Public Registry (Inspección General de Justicia) and performed the applicable filings with the Argentine tax authorities. Vista LACH is up to date with all corporate filing requirements as agreed in the PEPASA Sale and Purchase Agreement.

Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta

On February 23, 2023, Vista announced a two-phase transaction (the “Conventional Assets Transaction”), which is a two-phase transaction between Vista Argentina and Tango Energy S.A. (“Tango”, previously known as Petrolera Aconcagua Energía S.A.) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.

Under the terms of the Conventional Assets Transaction, effective March 1, 2023:

(i)

Tango became the operator of the following exploitation concessions in the Neuquina Basin located in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito, located in the Province of Río Negro (“CAT Exploitation Concessions”). Additionally, Tango became the operator of the following transportation concessions: the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession (“CAT Transportation Concessions,” and together with the CAT Exploitation Concessions, the “CAT Concessions”);

(ii)

Tango paid Vista Argentina US$26.47 million in cash (US$10.00 million on February 15, 2023, US$10.73 million on March 1, 2024, US$5.73 million on February 28, 2025);

(iii)

Vista Argentina retained 40% of the crude oil and natural gas production (as further amended, as explained below), and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Tango paying all costs, taxes, and royalties) until the earlier of (a) the final closing date on February 28, 2027 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m³ of natural gas. On the other hand, Tango is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions (as further amended, as explained below);

(iv)

Tango will pay 100% of Vista Argentina’s share of the capex, opex, royalties, taxes, and any other costs associated with the CAT Exploitation Concessions;

(v)

Vista Argentina had the right to purchase from Tango up to Tango’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per MMBtu until the final closing date on February 28, 2027 (as further amended, as explained below);

(vi)

Vista Argentina and Tango agreed to work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina;

(vii)

Vista Argentina and Tango will work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina;

(viii)

Vista Argentina retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources;

(ix) Vista Argentina and Tango have signed an agreement whereby Vista Argentina will treat and transport 100% of the crude oil produced in the CAT Exploitation Concessions (except for 25 de Mayo–Medanito and Jagüel de los Machos) until the expiration of the concession titles (including the potential 10-year extension); and

(x) Vista Argentina remains concession title holder until no later than the final closing date on February 28, 2027, when the CAT Concessions will be transferred to Tango, subject to provincial approvals.

The Entre Lomas crude oil transportation concession, which includes an oil treatment plant geographically located in the Entre Lomas Río Negro concession and a net book value of US$20 million as of December 31, 2022, was excluded from the Conventional Assets Transaction.

In December 2024, Vista Argentina and Tango entered into an amendment to the terms of the Conventional Assets Transaction, effective October 1, 2024, that included the transfer of ownership of the 60% share of the natural gas produced by the CAT Exploitation Concessions from Tango to Vista Argentina. Under the original agreement, this share in natural gas production was held by Tango and sold to Vista at a fixed price of US$1 per MMBtu. As a result of the amendment, starting on October 1, 2024, Vista Argentina retains 100% of natural gas, liquefied petroleum gas, gasoline, and condensate production and reserves, in both cases with respect to the CAT Exploitation Concessions.

In August 2025, Vista Argentina and Tango entered into a new amendment to the Conventional Assets Transaction, effective September 1, 2025. Under this amendment, Vista Argentina is entitled to 20% of crude oil production and reserves, and 100% of natural gas and LPG and condensates production and reserves of the CAT Exploitation Concessions until the earlier of (a) February 28, 2029 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m³ of natural gas.

Trafigura Agreement

On June 28, 2021, Vista Argentina formed an unincorporated joint venture with Trafigura for the joint development of five pads, each consisting of four wells at Bajada del Palo Oeste, effective July 1, 2021 (“Farm-out Agreement I”). Under the Farm-out Agreement I, Trafigura had a contractual right to 20% of the hydrocarbon production and an obligation to cover 20% of the capital expenditures, royalties, and direct taxes. In turn, Trafigura paid Vista Argentina a total of US$25 million in instalments and a fee for various costs. Vista Argentina retains 80% of the hydrocarbon production rights and paid 80% of the associated costs. Trafigura also had an option to participate in two additional pads under similar terms. As of the date of this annual report, seven pads comprising 28 wells have been completed under the Farm-out Agreement I.

On October 11, 2022, Vista Argentina entered into a similar joint venture with Trafigura for the development of three additional pads at Bajada del Palo Oeste, effective October 1, 2022 (“Farm-out Agreement II,” and together with the Farm-out Agreement I, the “Farm-out Agreements”). Under the Farm-out Agreement II, Trafigura had contractual right to 25% of the hydrocarbon production and an obligation to cover 25% of the capital expenditures and related costs, royalties, and direct taxes. In turn, Trafigura also agreed to pay Vista Argentina US$1,700,000 per tied-in well and additional fees based on production and crude oil price improvements. Vista retained 75% of the production rights and paid 75% of the costs. The Farm-out Agreement II also extended a crude oil sales and purchase agreement with Trafigura. As of the date of this annual report, three pads with 12 wells have been completed under the Farm-out Agreement II.

On December 16, 2024, Vista Argentina agreed to assume Trafigura’s interest in the Farm-out Agreements, effective January 1, 2025 (the “Trafigura Agreement”). As a result, as of the date of this annual report, Vista Argentina holds rights to 100% of the production from the pads subject to the terms in the Trafigura Agreement. Under the Trafigura Agreement, Vista Argentina will pay Trafigura US$128 million in 48 consecutive monthly installments through December 2028.

Additionally, Vista Argentina and Trafigura entered into a crude oil marketing agreement, effective from January 1, 2025, to December 31, 2028, pursuant to which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amounts payable by Trafigura under the crude oil marketing agreement will be offset against Vista Argentina’s obligations under the Trafigura Agreement.

As of December 31, 2025, Vista, through Vista Argentina, had offset US$28 million against the liability under the Trafigura Agreement.

Vaca Muerta Oleoducto Sur Project

On December 16, 2024, Vista Argentina announced its participation as a shareholder in VMOS S.A. (“VMOS”), alongside YPF, Pampa, and Pan American Sur, in connection with the Vaca Muerta Oleoducto Sur Project. Between December 20, 2024 and March 7, 2025, Pluspetrol, Chevron (through two subsidiaries), Shell Argentina (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation as shareholders in VMOS (collectively, the “VMOS Shareholders”).

On December 13, 2024, Vista Argentina, YPF, Pampa, and Pan American Sur unanimously approved the construction of the Vaca Muerta Oleoducto Sur crude oil export pipeline (“VMOS Project”). The VMOS Project is expected to span approximately 437 kilometers and will include a loading and unloading terminal with interconnected monobuoys, as well as a tank and storage yard.

The VMOS Project is expected to have an initial transportation capacity of up to 550,000 bbl/d during commercial operations, with the potential to expand to 700,000 bbl/d if required (“VMOS Project Expansion”). As of the date of this annual report, the project progress is estimated at 50%, and according to the current construction schedule, commercial operations are expected to commence by mid-2027. The VMOS Shareholders have committed an aggregate volume of approximately 490,000 bbl/d of capacity.

The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and US$2 billion of third-party financing, which has been secured by VMOS.

Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d, with an option to increase its capacity allocation in the event of the VMOS Project Expansion. On December 13, 2024, Vista Argentina entered into a firm crude oil transportation agreement with VMOS under the terms of Decree No. 115/2019, securing the terms and conditions for the transportation, storage, and dispatch of crude oil.

VMOS is developing the VMOS Project under the RIGI, in accordance with the provisions of the Ley de Bases, Decree No. 794/2024, and other applicable Argentine regulations, and is therefore classified as a “strategic long-term export project.”

On July 8, 2025, VMOS entered into a syndicated loan agreement for US$2 billion to finance the construction of the VMOS Project. The syndicated loan has a five-year term, bears interest at SOFR plus 5.5%, and will finance approximately 70% of the total project capital requirements, with the remaining 30% to be contributed by the VMOS Shareholders.

Main Subsidiaries

Vista Energy Argentina S.A.U.

Vista Energy Argentina S.A.U. (formerly “Vista Oil & Gas Argentina S.A.,” and prior thereto “Petrolera Entre Lomas S.A.”) is an Argentine company with offices in Buenos Aires and Neuquén. As of December 31, 2025, Vista Argentina held working interests in the following concessions: (i) 100% working interest in the exploitation

concessions Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Bandurria Norte, located in the Province of Neuquén, (ii) 84.62% working interest in the exploitation concession Coirón Amargo Norte, located in the Province of Neuquén, (iii) 90% working interest in the unconventional exploitation concession Águila Mora, located in the Province of Neuquén, and (v) 1.50% non-operating working interest in the exploitation concession Acambuco, located in the Province of Salta, operated by Pan American Energy LLC (Argentine Branch) (“Pan American”). As a result of the Conventional Assets Transaction, Vista Argentina transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” As of December 31, 2025, Vista Argentina had 529 direct employees.

Vista Energy LACH S.A. (Vista LACH)

Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.) is a company organized and existing under the laws of Argentina dedicated to the E&P of hydrocarbons and the commercialization of oil, natural gas and NGL. As of December 31, 2025, Vista LACH held a 50% non-operating working interest in the exploitation concession La Amarga Chica, located in the Province of Neuquén, operated by YPF. As of December 31, 2025, Vista LACH had 9 direct employees.

Vista Energy Holding I, S.A. de C.V.

Vista Energy Holding I, S.A. de C.V. (formerly, “Vista Oil & Gas Holding I, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participating as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. As of December 31, 2025, it held a 100% interest in Vista Argentina and a 100% indirect interest in Aluvional S.A. As of December 31, 2025, Vista Holding I had no employees.

Vista Energy Holding II, S.A. de C.V.

Vista Energy Holding II, S.A. de C.V. (formerly, “Vista Oil & Gas Holding II, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of exploring and extracting hydrocarbons in Mexico, as well as to participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It is the holder of 100% working interests in the CS-01 block. On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report. As of December 31, 2025, Vista Holding II had 12 employees.

Vista Energy International S.A.

VEISA is a company organized and existing under the laws of Uruguay, with offices in Punta del Este, dedicated to the commercialization of crude oil volumes in international markets. As of December 31, 2025, VEISA had 4 employees.

Aluvional S.A.

Aluvional S.A. is a company organized and existing under the laws of Argentina dedicated to the extraction of sand, stone, pebbles, granitic and/or calcareous materials and other natural resources that are used for the hydraulic stimulation of unconventional oil and gas exploitation, with operations in the Provinces of Neuquén and Río Negro. Aluvional S.A. holds 10-year term mining concessions of over 15 silica sand quarries located in the Province of Río Negro and one mining concession with an indefinite term over one silica sand quarry located in the Province of Neuquén, together with certain additional assets in the Province of Neuquén. Vista Holding I holds a 95% direct interest in Aluvional S.A. The remaining 5% interest is held by Vista Argentina. As of December 31, 2025, Aluvional S.A. had 19 employees.

Corporate Reorganization

On December 20, 2024, the Board of Directors of Vista Argentina, Aleph Midstream, and Vista Holding VII S.A.U., along with the management (Gerencia) of AFBN, approved a preliminary merger agreement (“Preliminary Agreement”), pursuant to which the latter three entities would be absorbed by and merged into Vista Argentina, as the surviving entity (the “Corporate Reorganization”). Pursuant to the terms of the Preliminary Agreement, the Corporate Reorganization became effective on January 1, 2025. The Corporate Reorganization was undertaken for intragroup corporate reorganizational purposes.

For Argentine corporate law purposes, corporate reorganizations become effective upon the registration with the Public Registry, when the transfer of all assets and liabilities from the absorbed entities to the surviving entity becomes effective. The Corporate Reorganization was registered with the Public Registry on December 23, 2025. For Argentine tax purposes, the effective date of a merger determines the date from which the entities are considered to be operating jointly.

Argentina

Overview

During the year ended December 31, 2025, our production was concentrated in the Neuquina Basin, mostly in our development hub in Vaca Muerta.

As of December 31, 2025, we had 228,794 net acres located in the Vaca Muerta shale oil formation in six operated concessions and one non-operated concession: Bajada del Palo Oeste, Bajada del Palo Este, Águila Mora, Aguada Federal, Bandurria Norte, Coirón Amargo Norte and La Amarga Chica, respectively. As of that date, we operated 90% of our shale net acreage. As of December 31, 2025, we had 153 shale oil wells on production targeting the Vaca Muerta formation in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal, two wells in Águila Mora. This, coupled with La Amarga Chica Acquisition, boosted our shale production to 110.7 Mboe/d during 2025, up from 64.1 Mboe/d in 2024, also boosted by strong individual well performance.

As of December 31, 2025, we had a significant inventory of up to 1,302 ready-to-drill, short-cycle, drilling locations targeting the Vaca Muerta shale oil formation, which provides us with more than 15 years of drilling inventory at the current drilling pace. Our drilling inventory is currently located in the Bajada del Palo Oeste, La Amarga Chica, Bajada del Palo Este, Aguada Federal, Bandurria Norte, Águila Mora and Corión Amargo Norte blocks. We intend to expand our drilling inventory by testing additional landing zones. See “ —Drilling Activities.”

As of December 31, 2025, we also owned working interest in one non-operated conventional asset in the Noroeste Basin. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in the Neuquina basin, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

As of December 31, 2025, our total proved reserves in Argentina were 588.1 MMboe, of which 89% consisted of oil reserves. Our average daily production in Argentina for the year ended December 31, 2025, was 115.1 Mboe/d, of which 86.7% was crude oil, 12.9% natural gas and the remaining 0.5% was NGL. We have reduced our average lifting cost from US$4.6 per boe during the year ended December 31, 2024, to US$4.4 per boe for the year ended December 31, 2025.

Crude Oil Production and Natural Gas Production in Argentina

The tables below outline the average oil, gas and NGL net production, for the periods ended December 31, 2025, 2024 and 2023.


	Average net oil production (Mbbl/d)⁽¹⁾ for the year ended December 31,						Average net gas production (MMm³/d)⁽¹⁾ for the year ended December 31,						Average net NGL production (Mbbl/d)⁽¹⁾ for the year ended December 31,
	2025		2024		2023		2025		2024		2023		2025		2024		2023
Block
Neuquina Basin
Bajada del Palo Oeste		51.2		46.1		28.7		1.20		1.05		0.80		0.06		0.05		0.03
La Amarga Chica ⁽²⁾		28.8		—		—		0.64		—		—		—		—		—
Bajada del Palo Este		12.9		6.0		4.4		0.14		0.06		0.06		0.03		0.02		0.05
Aguada Federal		4.3		2.1		2.3		0.09		0.04		0.05		0.01		0.00		0.00
Águila Mora		0.4		0.7		1.2		0.03		0.04		0.02		0.00		—		—
Bandurria Norte		0.1		0.0		—		—		—		—		—		—		—
Entre Lomas Río Negro ⁽³⁾		0.3		0.9		1.1		0.09		0.9		0.08		0.34		0.20		0.27
Jagüel de los Machos ⁽³⁾		0.5		0.7		1.0		0.08		0.05		0.05		0.00		—		—
25 de Mayo–Medanito SE ⁽³⁾		0.5		0.7		1.0		0.03		0.01		0.01		0.00		—		—
Entre Lomas Neuquén ⁽³⁾		0.7		0.4		0.4		0.02		0.01		0.02		0.06		0.02		0.06
Jarilla Quemada ^{(3) (4)}		0.1		0.1		0.1		0.02		0.01		0.01		0.03		0.00		0.01
Coirón Amargo Norte		0.0		0.1		0.2		0.00		0.00		0.00		0.00		—		—
Charco del Palenque ^{(3) (4)}		—		—		—		—		—		—		—		—		—
Noroeste Basin
Acambuco		0.0		0.0		0.0		0.02		0.01		0.02		0.06		—		—

(1)	Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline.

(2)	As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “ —La Amarga Chica Acquisition.”

(3)	Assets transferred to Tango, effective March 1, 2023. See “Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

(4)	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

Concessions

Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to prior authorization by the provincial executive branch where the concession is located. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities.

As of the date of this annual report, we have working interests in the following oil and gas concessions in Argentina:

Bajada del Palo Oeste

We are the operator and holder of 100% of the unconventional exploitation concession granted for the Bajada del Palo Oeste block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Oeste has 62,641 gross acres with exposure to core shale oil in the Vaca Muerta acreage. Our current drilling inventory targeting the Vaca Muerta shale oil formation amounts to up to 675 locations located in this concession. We intend to expand such drilling inventory by testing additional stacked pay zones.

This block has 284.9 MMboe of proved shale reserves and 0.3 MMboe of conventional reserves as of December 31, 2025. Production was 58.8 Mboe/d (of which 87% were oil) for the year ended December 31, 2025 and 61.6 Mboe/d for the fourth quarter of 2025. The 35-year term unconventional exploitation concession was granted to us in December 2019 and expires on December 19, 2053. In connection with the granting of such unconventional concession, as of December 31, 2025, we have already fulfilled the commitment to drill eight horizontal wells for a total investment of US$105.6 and US$14.7 million related facilities.

During the year ended December 31, 2025, we completed and tied-in nine pads (BPO-31 to BPO-39), adding 36 shale oil wells and taking the shale oil well count in Bajada del Palo Oeste to 153 at year-end. Total shale production of the block during the year ended December 31, 2025 increased to 58.5 Mboe/d. In November 2025, as a result of a successful pilot in an area of structural faults, we added 125 additional wells to the inventory.

Bajada del Palo Este

We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Este block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Este has 48,853 gross acres with exposure to shale oil Vaca Muerta acreage. We estimate there are up to 175 well locations to be drilled in this block, of which 25 were incorporated to the well inventory in 2025 as a consequence of the successful pilot drilled in Bajada del Palo Oeste.

The block had 98.2 MMboe of reserves (100% shale) as of December 31, 2025. Production from Bajada del Palo Este was 13.8 Mboe/d (of which 93% was oil) for the year ended December 31, 2025 and 13.8 Mboe/d for the fourth quarter of 2025.

During the year ended December 31, 2025, we completed and tied in three pads (BPE-8 and BPE-10), adding nine shale oil wells, therefore increasing the total number of shale oil wells in Bajada del Palo Este to 26 by year-end.

The 35-year term unconventional exploitation concession was granted on December 20, 2018, and expires on December 19, 2053. The unconventional exploitation concession includes a commitment to perform an initial pilot plan, during which Vista committed to (i) drill five new horizontal wells, and (ii) construct surface facilities, for a total investment of approximately US$51.9 million.

As of the date of this annual report, we have no pending commitments in this block.

Aguada Federal

Aguada Federal is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, covering approximately 24,058 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in Aguada Federal from ConocoPhillips Petroleum Holdings B.V. (“ConocoPhillips”). On January 7, 2022, we acquired an additional 50% non-operated working interest from Wintershall DEA Argentina S.A. and, therefore, as of such date, we became the operator and sole concession holder of the block.

The block had 49.0 MMboe of proved reserves, as of December 31, 2025. Production was 4.9 Mboe/d (of which 88% were oil) for the year ended December 31, 2025 and 7.4 Mboe/d for the fourth quarter of 2025.

As of December 31, 2025 we had tied-in 17 shale wells in the block. We estimate that there are up to 150 well locations to be drilled in this block. The concession expires on December 20, 2050.

As of the date of this annual report, we have no pending commitments in this block.

Águila Mora

We are the operator and holder of a 90% participation interest in the unincorporated joint venture with Gas y Petróleo del Neuquén S.A. (“G&P”) (which owns the remaining 10% participation interest) for the unconventional exploitation concession over the Águila Mora block in the Neuquina Basin located in the Province of Neuquén, which covers approximately 23,475 gross acres. The block had 0.2 MMboe of proved reserves, as of December 31, 2025. Production was 0.6 Mboe/d (of which 71% were oil) for the year ended December 31, 2025 and 0.4 Mboe/d for the fourth quarter of 2025.

As of December 31, 2025, we had tied-in two shale wells in the block. We estimate there are up to 100 well locations to be drilled in this block. The concession expires on November 28, 2054.

On November 29, 2019, the Province of Neuquén issued the Decree No. 2597 pursuant to which G&P was granted an unconventional exploitation concession over the Águila Mora block for a term of 35 years (renewable upon termination and subject to certain conditions for successive 10-year extensions) in replacement of the existing exploration permit over the block.

G&P holds the mining rights over Águila Mora. Vista (i) holds a 90% working interest in a joint venture with G&P for the E&P of the hydrocarbons in Águila Mora; and (ii) is the operator of Águila Mora.

The abovementioned unconventional exploitation concession includes the commitment to perform an initial pilot, during which Vista committed to (i) return to production three wells previously drilled and completed by the former operator, (ii) drill two new horizontal wells, and (iii) build surface facilities, for a total investment of approximately US$32.8 million. As of the date of this annual report, we have no pending commitments.

Bandurria Norte

Bandurria Norte is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,404 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in the Bandurria Norte concession from ConocoPhillips. On January 17, 2022, we acquired an additional 50% working interest from Wintershall DEA Argentina S.A. and we became, as of such date, the operator and sole concession holder of the block.

As of December 31, 2025, the block had no proved reserves. Total production was 0.1 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025.

Since 2017, a total of four horizontal wells have been drilled in this concession, all of which proved hydrocarbon production, prior to being shut-in in 2019. We estimate there are up to 150 well locations to be drilled in this block. The concession expires in 2050. As of the date of this annual report, we have no pending commitments in this block.

Coirón Amargo Norte

We are the operator and holder of an 84.6% working interest in the unincorporated joint venture for the exploitation concession for Coirón Amargo Norte in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,598 gross acres.

As of December 31, 2025, this block had no proved reserves. Production was 0.008 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025.

The concession expires on February 22, 2037. Based on the solid productivity results of our pilot in Bajada del Palo Este, we have added 80 well locations to the drilling inventory in Coirón Amargo Norte.

As of the date of this annual report, there are no pending capital commitments in this block.

La Amarga Chica

On April 15, 2025, as a result of the La Amarga Chica Acquisition, Vista Argentina, through Vista LACH, became the owner of the 50% non-operated working interest in La Amarga Chica, located in Vaca Muerta, Neuquén Province, which covers approximately 46,404 gross acres. The remaining 50% working interest corresponds to YPF, which is the operator of the block.

By Decree of the Province of Neuquén No. 2963/14, YPF was granted a concession for the unconventional exploitation of hydrocarbons on La Amarga Chica for a term of 35 years, expiring on December 19, 2049. Subsequently, by Decree No. 772/15 dated April 24, 2015, the Province of Neuquén authorized YPF, as holder of La Amarga Chica, to assign 50% of the total rights, titles and obligations to Vista LACH. As of the date of this annual report, there are no pending capital commitments in the block.

As of December 31, 2025, this block had 151.3 MMboe proved reserves at our 50% working interest. La Amarga Chica had a net production of 41.1 Mboe/d for the year ended December 31, 2025, of which 32.9 Mboe/d (88% of oil) were attributable to Vista considering consolidation since April 1, 2025, and 48.6 Mboe/d for the fourth quarter of 2025. We estimate that La Amarga Chica has 323 well locations in its inventory (at 50% working interest).

Acambuco

We hold a 1.5% working interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste Basin located in the Province of Salta, which covers approximately 293,747 gross acres. The operator of this block is Pan American which holds a 52% interest. The remaining interests are held by YPF, which holds 22.5% interest, Shell Argentina, which holds 22.5%, and Northwest Argentina, which holds the remaining 1.5% interest.

As of December 31, 2025, this block had proved net reserves of 0.4 MMboe. Net production was 0.1 Mboe/d (10% representing oil) for the year ended December 31, 2025, and 0.1 Mboe/d for the fourth quarter of 2025. San Pedrito Exploitation lot under the Acambuco concession expires in 2036, whereas the Macueta Exploitation lot, also under the Acambuco concession, expires in 2040.

As of the date of this annual report, there are no pending capital commitments in this block.

On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent, and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment.

CAT Exploitation Concessions

As a result of the Conventional Assets Transaction, effective March 1, 2023, Tango became the operator of the following concessions in the Neuquina basin, in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE, each located in the Province of Río Negro. Vista remains the concession title holder until no later than the final closing date on February 28, 2027, when the CAT Exploitation Concessions will be transferred to Tango, subject to provincial approvals. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

On December 6, 2024, pursuant to Decree No. 491/2024, the Province of Río Negro approved a 10-year extension in favor of Vista Argentina for its non-operated conventional exploitation concessions in the following areas: (i) Entre Lomas Río Negro and 25 de Mayo–Medanito SE, together with their associated transportation concessions, each extended until 2036; and (ii) Jagüel de los Machos, extended until 2035. In connection with the extension of these concessions, the Company assumed additional investment commitments, as described below.

As of December 31, 2025, the Company had the following pending commitments, including those assumed under the terms of the above-mentioned concession extensions. In Entre Lomas, Río Negro, the Company is committed to drilling and completing four development wells with an estimated cost of US$10.5 million, executing 17 well workovers and abandoning 12 wells for an estimated cost of US$7.7 million, and investing in new and existing facilities for an estimated cost of US$3.1 million. In 25 de Mayo–Medanito SE and Jagüel de los Machos, the Company is committed to drilling and completing five development wells with an estimated cost of US$7.7 million, executing 11 well workovers and abandoning 19 wells for an estimated cost of US$6.6 million, and investing in new and existing facilities for an estimated cost of US$1.4 million. Pursuant to the Conventional Assets Transaction Agreement, Tango has assumed all investment commitments, as well as costs, taxes, and royalties related to the CAT Exploitation Concessions.

Vista retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources.

Overview of Exploitation Concessions in Argentina

For an overview of the framework governing oil and gas exploitation concessions in Argentina, see “ — Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina.”

Mexico

CS-01 Block

We hold a 100% interest in the license agreement originally entered into with CNH (and currently administered by SENER) for block CS-01. The block covers approximately 14,332 gross acres and is located in the state of Tabasco. As of December 31, 2025, the block had no proved reserves. During 2025, average production of CS-01 was 0.4 Mboe/d (97% representing oil). This license agreement will terminate in 2047. As of the date of this annual report, we have no pending investment commitments.

On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report.

Oil and Natural Gas Reserves

Reserves

The information included in this annual report regarding proved reserves is derived from estimates of the proved reserves as of December 31, 2025, in the 2025 Reserves Report prepared by D&M. The 2025 Reserves Report is included as Exhibit 99.1 to this annual report.

D&M is an independent reserves engineering consultant. The 2025 Reserves Report is based on information provided by us and presents an appraisal as of December 31, 2025, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, Acambuco, and La Amarga Chica concessions, all of which are located in Argentina and of our oil and gas reserves located in the CS-01 block in Mexico.

We believe our evaluators’ estimates of remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

The Company considers that its remaining estimated volumes of oil and gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2025, and 2024, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, we used the average gas prices for the previous year to determine gas reserves. In addition, for certain gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through Plan GasAr round. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume.

The following table sets forth summary information about the oil and natural gas net proved developed and undeveloped reserves of the assets owned by Vista in Argentina and Mexico as of December 31, 2025. The proved developed and undeveloped reserves estimates included below were calculated based on their respective working interest percentages.


	Crude oil, condensate and NGL⁽¹⁾(MMbbl)		Consumption plus natural gas sales⁽²⁾(MMboe)		Consumption plus natural gas sales⁽²⁾(Bcf)		Total proved reserves (MMboe)		% Oil
Net Proved developed:		208.4		24.1		135.2		232.5		90	%
Argentina		208.4		24.1		135.2		232.5		90	%
Mexico		—		—		—		—		—
Net Proved undeveloped:		314.7		41.0		230.2		355.7		88	%
Argentina		314.7		41.0		230.2		355.7		88	%
Mexico		—		—		—		—		—
Total Net Proved		523.0		65.1		365.2		588.1		89	%
Argentina		523.0		65.1		365.2		588.1		89	%
Mexico		—		—		—		—		—

Total figures may not add up due to rounding.

(1)	Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025, respectively.

(2)	Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024.

As of December 31, 2025, the oil and gas proved reserves of the assets we own a total of 588.1 MMboe (523.0 MMbbl of oil, condensate and NGL and 365.3 Bcf, or 65.1 MMboe of gas). Proved developed reserves were 232.5 MMboe, whereas proved undeveloped reserves were 355.7 MMboe, representing 60% of our total proved reserves. As of December 31, 2025, our implied reserves replacement ratio was 605%, with a total of 698 booked net well locations, comprising 357 net well locations classified as proved developed and 341 as proved undeveloped, both including La Amarga Chica locations at 50% working interest. The organic reserve replacement ratio, that is, excluding the incorporation of reserves from La Amarga Chica Acquisition and the Trafigura Agreement, was 260%.


	Total Proved Developed								Total Proved Undeveloped								Total Proved
	Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved developed reserves		Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved undeveloped reserves		Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved reserves
	(MMbbl)		(MMboe)		(Bcf)		(MMboe)		(MMbbl)		(MMboe)		(Bcf)		(MMboe)		(MMbbl)		(MMboe)		(Bcf)		(MMboe)
Argentina:
Bajada del Palo Oeste		99.9		12.4		69.7		112.3		148.5		24.4		137.2		172.9		248.4		36.9		206.9		285.3
La Amarga Chica		77.2		7.0		39.5		84.2		61.7		5.4		30.3		67.1		138.9		12.4		69.7		151.3
Bajada del Palo Este		22.0		1.0		5.7		23.0		69.7		5.6		31.6		75.3		91.6		6.6		37.3		98.3
Aguada Federal		7.6		1.1		6.0		8.7		34.7		5.5		31.1		40.3		42.4		6.6		37.1		49.0
Entre Lomas Rio Negro		0.8		1.1		6.3		1.9		0.0		0.0		0.0		0.0		0.8		1.1		6.3		1.9
25 de Mayo–Medanito SE		0.3		0.4		2.5		0.7		0.0		0.0		0.0		0.0		0.3		0.4		2.5		0.7
Jagüel de los Machos		0.3		0.4		2.4		0.7		0.0		0.0		0.0		0.0		0.3		0.4		2.4		0.7
Acambuco		0.0		0.3		1.8		0.4		0.0		0.0		0.0		0.0		0.0		0.3		1.8		0.4
Águila Mora		0.1		0.0		0.3		0.2		0.0		0.0		0.0		0.0		0.1		0.0		0.3		0.2
Charco del Palenque		0.1		0.1		0.4		0.1		0.0		0.0		0.0		0.0		0.1		0.1		0.4		0.1


	Total Proved Developed								Total Proved Undeveloped								Total Proved
	Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved developed reserves		Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved undeveloped reserves		Crude oil, condensate and NGL⁽¹⁾		Consumption plus natural gas sales⁽²⁾				Total of oil and gas proved reserves
	(MMbbl)		(MMboe)		(Bcf)		(MMboe)		(MMbbl)		(MMboe)		(Bcf)		(MMboe)		(MMbbl)		(MMboe)		(Bcf)		(MMboe)
Entre Lomas Neuquén		0.1		0.1		0.3		0.1		0.0		0.0		0.0		0.0		0.1		0.1		0.3		0.1
Jarilla Quemada		0.0		0.1		0.4		0.1		0.0		0.0		0.0		0.0		0.0		0.1		0.4		0.1
Coirón Amargo Norte		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
Bandurria Norte		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
Argentina Subtotal		208.4		24.1		135.2		232.5		314.7		41.0		230.2		355.7		523.0		65.1		365.3		588.1

Mexico:
CS-01		—		—		—		—		—		—		—		—		—		—		—		—
Mexico Subtotal		—		—		—		—		—		—		—		—		—		—		—		—

Total		208.4		24.1		135.2		232.5		314.7		41.0		230.2		355.7		523.0		65.1		365.3		588.1

(1)	Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025.

(2)	Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024.

Changes in our proved undeveloped reserves during the year ended December 31, 2025

As of December 31, 2025, we had an estimated volume of proved undeveloped reserves of 355.7 MMboe. This compares to an estimate of proved undeveloped reserves of 246.0 MMboe as of December 31, 2024. The total increase of 109.7 MMboe (+101.2 MMbbl of crude oil, condensate and NGL and +47.6 Bcf of natural gas) in proved undeveloped reserves in 2025 is attributable to:

Argentina:

•

An increase of 73.3 MMboe (+66.0 of crude oil, condensate and NGL and +40.9 Bcf of natural gas) due to extensions and discoveries, mainly related to the drilling activity targeting the Vaca Muerta formation in: (a) the Bajada del Palo Oeste concession (+41.6 MMbbl of crude oil, condensate and NGL and +30.2 Bcf of natural gas), (b) the Bajada del Palo Este concession (+19.4 MMbbl of crude oil, condensate and NGL and +8.5 Bcf of natural gas) and (c) the Aguada Federal concession (+5.0 MMbbl of crude oil, condensate and NGL and +2.2 Bcf of natural gas);

•

An increase of 72.2 MMboe (+65.0 MMbbl of crude oil, condensate and NGL and +40.6 Bcf of natural gas), resulting from the La Amarga Chica Acquisition;

•

A decrease of 28.9 MMboe (-24.5 MMbbl of crude oil, condensate and NGL and -24.5 Bcf of natural gas), resulting from (i) the conversion of proved undeveloped reserves to proved developed reserves generated by the successful drilling of Vaca Muerta unconventional wells, including (a) 4 wells in Aguada Federal (-2.3 MMbbl of crude oil, condensate and NGL and -1.4 Bcf of natural gas); and (b) 22 wells in Bajada del Palo Oeste (-19.0 MMbbl of crude oil, condensate and NGL and -12.8 Bcf of natural gas); and (ii) development progress and revisions to the undeveloped proved well inventory in La Amarga Chica, including 45 horizontal wells connected following Vista’s acquisition and the addition of 38 horizontal wells to the undeveloped proved well inventory (-3.3 MMbbl of crude oil, condensate and NGL and -10.3 Bcf of natural gas).

Mexico:

•

A decrease of 6.9 MMboe (-5.3 MMbbl of crude oil, condensate and NGL and -9.4 Bcf of natural gas) to zero MMboe, related to changes in the development plan, related to the submission of a notice of irrevocable relinquishment of the CS-01 block to the SENER on November 6, 2025, which is pending confirmation to the date of issuance of this annual report.

During 2025, we invested US$564.6 million (corresponding to the drilling, completion and tie-in activities and tie-in facilities of 56 net new shale wells) to convert proved undeveloped reserves to proved developed reserves. During 2024, we invested US$442.1 million (corresponding to the drilling, completion and tie-in activities of 26 gross or net new shale wells) to convert proved undeveloped reserves to proved developed reserves.

We plan to put 100% of our reported 2025 year-end proved undeveloped reserves into production through activities to be implemented within five years of initial disclosure.

As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

Reserves Estimation Process—Internal Controls

We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineering consultants to ensure the integrity, accuracy and timeliness of data used by our independent reserves engineering consultants in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operations Officer, Matías Weissel, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 15 years of experience in E&P. See “Item 6—Directors, Senior Management and Employees—Executive Team.”

In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives:

•

estimates are prepared using generally accepted practices and methodologies;

•

estimates are prepared objectively and free of bias;

•

estimates and changes therein are prepared on a timely basis;

•

estimates and changes therein are properly supported and approved; and

•

estimates and related disclosures are prepared in accordance with regulatory requirements.

Throughout each fiscal year, our technical team meets with Independent Qualified Reserves Engineers, who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias.

Recognizing that reserves estimates are based on interpretations and judgments, there might be differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer. Although such differences were discussed in the technical meetings, the reports include figures estimated by our Independent Qualified Reserves Engineer. Once the process is finished, the Independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members the Executive Team for review.

Independent Reserves Engineer Consultants

The 2025 reserves estimates of the assets we own in Argentina and Mexico were certified by D&M, a global oil and gas consultancy that has been offering technical, commercial, and strategic advice to the oil and gas industry since 1936. Vista asked D&M to prepare the 2025 Reserves Report which was issued on January 26, 2026, covering reserves as of December 31, 2025, of the assets we own in Argentina and Mexico. For the year ended December 31, 2025, the technical person within the third-party engineering firm overseeing the preparation of the reserves estimates presented in our filing for Argentina and Mexico was Mr. Juan Pablo Francos. For disclosure describing the qualifications of D&M’s technical person primarily responsible for overseeing our reserves evaluation, see Exhibit 99.1 to this annual report.

Technology Used in Reserves Estimation

According to SEC guidelines used in the preparation of the 2025 Reserves Report, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with “reasonable certainty” to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within five years. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

There are various generally accepted methodologies for estimating reserves including volumetric, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using any deterministic methods. The particular method chosen should be based on the evaluator’s professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property.

Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially.

Our estimated proved reserves as of December 31, 2025 included in the 2025 Reserves Report are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also includes subsurface information obtained through indirect measurements, including high quality 2-D and 3-D seismic data, calibrated with available well controls. Where applicable, geological outcrop information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates.

Acreage

As of December 31, 2025, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows:


	Total Acreage				Total Developed Acreage				Total Undeveloped Acreage
	Gross		Net		Gross		Net		Gross		Net
Argentina		212,029		205,592		42,482		42,395		169,547		163,196
Mexico		14,332		14,332		13,591		13,591		10,741		10,741

Figures are approximate amounts.

As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and, as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a combined gross acreage of 699,350, of which 149,206 acres were developed and 550,144 acres were undeveloped.

As of December 31, 2025, our total net shale acreage was 228,794 acres, including 205,592 in our operated assets and 23,202 in La Amarga Chica.

Productive Wells

As of December 31, 2025, we owned and operated 371 gross productive wells, 369 net productive wells and three injector wells. Below is a table showing our total gross and net operated productive wells in Argentina and Mexico as of December 31, 2025. The table includes the total gross and net operated productive wells by us and our subsidiaries. We did not drill any exploratory wells as of December 31, 2025.


	Oil				Gas				Total
	Gross		Net		Gross		Net		Gross		Net
Argentina		340		338		31		31		371		369
Mexico		—		—		—		—		—		—

Figures are approximate amounts.

Present Activities

The following table shows the number of wells in Argentina and Mexico, operated by Vista, that are in the process of being drilled or were in active completion stages, and the number of wells suspended or waiting on completion as of December 31, 2025. For more information on our present activities, see “ —Drilling Activities.”


	Wells in process of being drilled or in active completion in Argentina		Wells in process of being drilled or in active completion in Mexico
Oil wells
Gross		25		—
Net		25		—
Gas wells		0
Gross		0		—
Net				—

As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “Business Overview— Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a total of 17 gross wells in process of being drilled or in active completion.

Production

The following tables set forth information on our oil and natural gas production volumes in Argentina and Mexico for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.


							Production of Crude Oil⁽¹⁾ (in thousands barrels)						Production of Natural gas sales⁽²⁾(in millions of cubic feet)
Block	Working interest			Operator			2025		2024		2023		2025		2024		2023
Argentina
Neuquina Basin
Bajada del Palo Oeste		100	%		Vista			18,677.95		16,868.65		10,501.18		15,471.62		13,570.83		10,293.94
La Amarga Chica⁽³⁾		50	%		YPF			10,528.12		—		—		8,227.34		—		—
Bajada del Palo Este		-	⁽⁴⁾		Vista			4,707.11		2,190.28		1,623.49		1,857.85		733.45		813.83
Aguada Federal		100	%		Vista			1,553.42		1,565.54		1,673.56		1,196.96		1,067.97		1,233.63
Águila Mora		90	%		Vista			145.86		238.50		428.01		334.24		520.39		287.27
Bandurria Norte		100	%		Vista			43.57		2.48		—		—		—		—
Entre Lomas Río Negro		-	⁽⁴⁾		Tango	⁽⁴⁾		245.70		320.97		500.42		1,190.01		1,199.41		1,065.73
Jagüel de los Machos		-	⁽⁴⁾		Tango	⁽⁴⁾		180.22		248.79		352.14		1,000.77		635.16		594.19
25 de Mayo–Medanito SE		-	⁽⁴⁾		Tango	⁽⁴⁾		191.62		256.49		373.90		363.14		126.67		166.53
Entre Lomas Neuquén		-	⁽⁴⁾		Tango	⁽⁴⁾		99.28		131.68		170.82		202.88		132.00		200.85
Jarilla Quemada⁽⁵⁾		-	⁽⁴⁾		Tango	⁽⁴⁾		24.70		30.85		43.65		282.87		123.92		150.08
Coirón Amargo Norte		86.4	%		Vista			3.04		25.39		60.57		—		27.43		14.55
Charco del Palenque⁽⁵⁾		-	⁽⁴⁾		Tango	⁽⁴⁾		—		—		—		—		—		—
Noroeste Basin
Acambuco		1.5	%		Pan American			5.50		14.45		6.41		264.42		180.31		304.00
Mexico
CS-01		100	%		Vista			131.79		218.76		227.40		23.02		35.03		77.03

(1)	Oil production is comprised of production of crude oil, condensate, natural gasoline, and NGLs.

(2)	Natural gas production excludes natural gas consumption.

(3)	Starting on April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “La Amarga Chica Acquisition.”

(4)	Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”

(5)	Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).

Capital Expenditures

As of the year ended December 31, 2025, we invested US$1,330.5 million, of which US$1,141.2 million correspond to drilling and completion activity in Vaca Muerta (including La Amarga Chica), where we connected 74 new net wells during the year. As of the year ended December 31, 2025, capital expenditures in development facilities were US$113.5 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$75.8 million.

As of the year ended December 31, 2024, we invested US$1,296.8 million, of which US$996.3 million correspond to drilling and completion activity in Vaca Muerta, where we connected 50 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in development facilities were US$228.8 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$71.6 million.

As of the year ended December 31, 2023, we invested US$734.3 million, of which US$501.9 million correspond to drilling and completion activity in Vaca Muerta, where we connected 31 new net wells during the year.

As of the year ended December 31, 2023, capital expenditures in development facilities were US$168.7 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$63.7 million.

Drilling Activities

As of the date of this annual report, our drilling activities are concentrated in Argentina.

During the year ended December 31, 2025, as operators, we drilled 49 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.

During the year ended December 31, 2024, as operators, we drilled 50 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.

During the year ended December 31, 2023, as operators, we drilled 32 net wells in Argentina and six net wells in Mexico and performed one workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.

The tables below set forth the number of net wells drilled by us as operators in each of the last three years, by type (development or exploratory) and productivity (productive or dry).

Argentina


For the Year Ended December 31,	Oil development net well – productive	Gas development net well – productive	Oil development net well – dry	Gas development net well – dry	Exploratory net well – productive	Exploratory net well – dry
2023	32	0	0	0	0	0
2024	50	0	0	0	0	0
2025	49	0	0	0	0	0

Mexico ⁽¹⁾


For the Year Ended December 31,	Oil development net well –productive	Gas development net well – productive	Oil development net well – dry	Gas development net well – dry	Exploratory net well – productive	Exploratory net well – dry
2023	0	0	0	0	6	0
2024	0	0	0	0	0	0
2025	0	0	0	0	0	0

(1)	On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation to the date of issuance of this annual report.

One Team Contracts

We use a contracting approach (“One Team Contracts”) which aims to align the economic interest of Vista and key contractors through performance-based remunerations. Operationally, we aim to integrate our operating team with our service providers’ team by sharing common objectives and goals and by using same key performance indicators, which provide economic incentives to the personnel of all companies working under the One Team Contracts scope.

Transportation and Treatment

We treat and transport our oil, gas and water production in existing facilities that have sufficient capacity to process and deliver our current hydrocarbon production. The existing treatment facilities we operate are comprised of several oil and gas pipelines, nine tank batteries distributed throughout the blocks, two oil treatment plant, two water treatment plants and six gas compression stations.

All multiphase production from Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Coirón Amargo Norte is gathered at primary separation batteries. The oil is then transported via pipeline to two oil treatment plants (“OTP”): Entre Lomas OTP and Bajada del Palo Oeste OTP. Entre Lomas OTP has a processing capacity of 75,000 barrels per day, where it is treated to meet sales specifications. Oil for sale is subsequently piped from the Entre Lomas processing plant and injected into the Oldelval pipeline system. Bajada del Palo Oeste OTP was commissioned in 2024 and currently has a capacity of 28,000 barrels per day. Oil for sale from this facility is piped and injected into the VMON pipeline, which connects to Chile through the Trasandino pipeline.

Water is treated at, and pumped to disposal wells from, the Bajada del Palo Oeste water treatment plant (PIAS Borde Montuoso; 28,000 bbl/d capacity) and the Entre Lomas water treatment plant (80,000 bbl/d capacity).

Gas production from Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal is compressed and dehydrated in five compressor stations. Gas for sale is injected into Transportadora de Gas del Sur (“TGS”) Vaca Muerta system at Tratayen for further treatment, and finally injected into the TGS or Transportadora de Gas del Norte (“TGN”) systems. Part of the gas production from Aguada Federal is boosted and sent to a low-pressure gathering system in a neighboring block. Gas is then treated and compressed into TGS sales pipelines. Gas from Bajada del Palo Este production is injected into Entre Lomas gas treatment plant (45 MMscf/d capacity), which injects gas into the TGS system.

Gas from Coirón Amargo Norte is dehydrated and injected into the TGN Centro Oeste system.

Águila Mora production is separated in the block. Gas is compressed, dehydrated and injected into a gas pipeline on a neighboring block, which injects into the TGS system. Oil and water produced in Águila Mora are trucked to a tank battery at Bajada del Palo Oeste, where fluids are incorporated into the Bajada del Palo Oeste systems described above.

As a result of the Conventional Assets Transaction with Tango, the gas complex in Entre Lomas Central Production Facility is now operated by Tango. Vista Argentina and Tango have signed two agreements, whereby (i) Tango will treat and dispatch the natural gas corresponding to Vista Argentina injected at the Entre Lomas Central Production Facility, and (ii) Vista Argentina will treat and transport the crude oil and water corresponding to Tango produced at Agua Amarga and Entre Lomas.

La Amarga Chica block has nine primary separation batteries. Liquid production is pumped to two central processing facilities, each one with an oil treatment capacity of 75,000 Mbbl/d. Oil in spec is pumped to (i) VMOC pipeline which connects with Oldelval pipeline system, (ii) VMON pipeline, which connects to Chile through the Trasandino pipeline and to YPF’s Luján de Cuyo refinery. Gas production is compressed at each primary separation unit and sent via pipeline to YPF’s systems in neighboring blocks, where it is conditioned for sales and injected into TGS and TGN systems. Production water is treated at both central processing facilities and pumped to disposal wells.

Midstream

Once treated, we use the basin oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through contracts whereby producers are responsible for transporting produced oil from the field to refinery gate or a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is typically sold at the point of injection of the gas pipeline system near the oil field and, therefore, the customer bears all transportation costs and risks associated therewith.

Oil and gas transportation in Argentina partly operates in an “open access” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure. Under certain open access rules, transportation capacity can be secured by oil producers if oil production levels are sustained month over month.

As of the date of this annual report, we have secured open access capacity in the Oldelval pipeline. In addition, we maintain storage capacity at the oil terminal located in Puerto Rosales, near Bahía Blanca from which oil is delivered to our end customers.

As of the date of this annual report, our existing capacity in Oldelval was 111 Mbbl/d, including 62 of open access (includes 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024) and 49 Mbbl/d of firm capacity related to the Duplicar project, which became fully online during March 2025. In addition, we hold 33 Mbbl/d of pipeline capacity in VMON and Trasandino pipelines to access Chile. As a result, as of the date of this annual report, we held approximately 144 Mbbl/d of oil pipeline transportation capacity. We also held approximately 37 Mbbl/d of oil transportation capacity through trucking.

Additionally, on December 16, 2024, Vista Argentina entered into an agreement with YPF, Pampa, and Pan American Sur for the construction of the VMOS Project. Subsequently, Pluspetrol, Chevron (through two subsidiaries), Shell (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation. Under this agreement, the Company was allocated firm transportation, storage, and dispatch capacity of 50 Mbbl/d in the VMOS Project. The project is expected to have a total capacity of 550 Mbbl/d in its first stage, which is anticipated to be fully operational by mid-2027. See “—Vaca Muerta Oleoducto Sur Project.”

LOGO

(1)	Based on contracts signed by Vista and data provided by project operators. Actual delivery dates and capacity might change subject to execution.

(2)	Oldeval pipelines include 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024.

For more detail on the midstream infrastructure network in Argentina, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Frameworks in Argentina—Oil Midstream and Downstream.”

Delivery Commitments

We are committed to providing fixed and determinable quantities of crude oil, natural gas and NGL in the near future under a variety of contractual arrangements, some of them under firm arrangements and others on a spot basis. Certain of these commitments are with related parties on an intercompany basis. See “Item 7.B—Related Party Transactions.”

As of December 31, 2025, 8%of our oil production estimated for 2026 was subject to monthly delivery commitments in the domestic market and 26% of our oil production was subject to delivery commitments in the international markets. According to our estimates, as of December 31, 2025, our contractual delivery commitments could be met with our own production.

Additionally, on December 4, 2025, Vista LACH, together with YPF, Shell Argentina and Equinor Argentina S.A.U., entered into an agreement with Empresa Nacional de Petróleo to export crude oil to Chile. The aggregated volume committed by the parties is 70,000 bbl/d through 2027, 64,630 bbl/d through 2030 and 55,927 bbl/d through June 30, 2033. Each party is severally, and not jointly, responsible for its respective share of the supply obligation. Vista LACH’s share is 21,315 bbl/d through 2030 and 22,437 bbl/d for the remaining term.

For natural gas, in April 2025 we signed annual commitments for the period May 2025 to April 2026, which together with the commitments already assumed with the Plan GasAr until 2028, add to approximately 35% of our marketable total production, with seasonal pricing arrangements. Part of the remaining volume will be committed to new sales agreements for the period May 2026 to April 2027 to the industrial segment and, if there are any remaining volumes, they will be sold on the spot market.

We intend to rely on our production from our assets and operations in Argentina described under “Business Overview—Our Operations” to satisfy the demand committed under our existing arrangements.

Our delivery commitments constitute forward-looking statements that are subject to several risks and uncertainties and are based on information available to us as of the date of this annual report. See “Forward-Looking Statements.”

For LPG, our propane and butane production was not subject to delivery commitments during the year ended December 31, 2025.

Customers and Marketing

Oil Markets

In Argentina, our crude oil production was sold both to domestic refineries and export markets during the years ended December 31, 2025, 2024 and 2023. During the year ended December 31, 2025, we exported 61% of our oil sales volumes, compared to 49% in 2024 and 52% in 2023. During the year ended December 31, 2025, 98% of our oil sales volumes were sold at export-parity prices, combining sales to international buyers and domestic buyers paying export-parity prices, compared to 68% in 2024 and 57% during 2023. In the past three years, our main domestic customers were Raizen and Trafigura.

In 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista and was established as a part of our export-oriented strategy in order to broaden our market reach and expand our customer base.

Approximately 100% of our oil is produced in the Neuquina Basin and is referred to as Medanito crude oil, a light sweet crude oil generally demanded by Argentine refiners in the domestic market, as well as by international refiners. Production from our Neuquina Basin properties is mostly transported to Puerto Rosales, a major industrial port in the southern region of the Province of Buenos Aires through the Oldelval pipeline system, then goes to either the domestic refining market, which processed approximately 540 Mbbl/d during 2025, or to international customers through maritime transportation. Additionally, as of May 2023, we initiated oil exports to Chile through the Trasandino oil pipeline. Even though we prioritize long-term relationships with domestic customers, we have developed relationships with international customers in order to establish a diversified portfolio for our expected production increase in the upcoming years.

Natural Gas Markets and NGL

In Argentina, we have established a diversified portfolio of customers for natural gas. Our primary customers during the year ended December 31, 2025 were industrial customers, representing 50% of our total natural gas sales volumes for such period. The export market represented 7% of our sales in 2025. In 2024 and 2023, our primary customers were also industrial customers, representing 48% and 45% of our total natural gas sales volumes, respectively. Argentina has a highly developed natural gas market and a sophisticated infrastructure in place to deliver

natural gas to cross-border export markets through several gas pipelines or to industrial and residential customers in the domestic market. As mentioned in other sections of this annual report, the natural gas market in Argentina are regulated by the Argentine government. Even though the Argentine government sets the price at which natural gas producers sell volumes to residential customers, volumes that are sold to industrial and other customers are not regulated and pricing varies with seasonal factors and industry category. We generally sell our natural gas to Argentine customers pursuant to short-term contracts and in the spot market. The Neuquina Basin is served by a substantial gas pipeline network that delivers gas to the Buenos Aires metropolitan and surrounding areas, and the industrial regions of Bahía Blanca and Rosario. Natural gas produced in our Neuquina Basin properties is readily marketed due to accessibility to such infrastructure. Our properties are well situated in the Basin with four major pipelines in close proximity.

In relation to the Plan GasAr, on December 22, 2022, through Resolution No. 860/2022 of the SdE, Vista Argentina was awarded a base volume of 0.86 MMcm/d at an annual average price of US$3.29/MMBtu, applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SdE, the base volume awarded to Vista Argentina was increased to 1.14 MMcm/d, maintaining the annual average price of US$3.29/MMBtu, applicable for a four-year period as from January 1, 2025. See “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024.”

Our NGL production is marketed within the Neuquina Basin, mainly sold to fractionators and petrochemical companies.

Competition

The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing concessions or oil agreements. In Argentina, we compete for resources with YPF, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Compañía General de Combustibles, among others.

Intellectual Property

Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights. As of December 31, 2025, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications are not part of our usual business operations.

Information Technology

We rely on our information technology systems and automated machinery to efficiently manage our production processes and operate our business. Vista is a cloud-native company that has developed a strategy over the years to run its technology stack in a multicloud environment. We use various public cloud providers (e.g., AWS, GCP, and Azure) for digital products and on-premises systems for SCADA and DCS operations. Our partners of choice for high-availability servers and storage include Dell, IBM, and NetApp; for networking and firewalls, we rely on Cisco; and for administrative processes and internal controls, we use SAP and satellite solutions, which standardize our operations across the organization.

As with other organizations, our information technology systems are susceptible to damage or interruptions caused by cyber-attacks and security breaches. We adhere to the Cybersecurity Framework developed by the U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”), and Zero Trust Architecture developed by Cybersecurity and Infrastructure Security Agency (“CISA”). We evaluate, in collaboration with a top-tier third-party consultant, our maturity level against this framework, monitor current cybersecurity trends, and review disclosure research. Our cybersecurity strategy is aligned with NIST’s six core functions, as defined in the February 2024 release (version 2.0), to identify cybersecurity gaps and requirements. In 2025, we achieved a NIST cybersecurity score of 3.6 above our target of 3.5.

We consolidate all information from the various applications and real-time databases, which come from our operational sensors, into multicloud Data Lakes. From there, we perform data integrations, develop products, and create AI solutions with a high-quality, data-driven approach focused on business value. The use of real-time acquired data to enable Near Real-Time decision-making is critical, which is why we have connected our field offices and facilities to the internet via a high-bandwidth fiber optic network (>200mbps) with sufficient redundancy to ensure +95% uptime, in line with our Cloud strategy.

We depend on digital technology, including information systems to process financial and operational data, analyze seismic and drilling information, estimate oil and gas reserves, and utilize real-time systems to monitor and control production. Due to the critical nature of this infrastructure and the increased accessibility provided by internet connectivity, our systems are exposed to a heightened risk of cyber-attacks. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats “ and “Item 16K—Cybersecurity.”

Operational excellence

Our operations are supported by an Operating Management System (OMS), which provides a structured framework to manage operational performance, risks and continuous improvement across our activities.

The OMS establishes guidelines, processes and controls aimed at ensuring consistency in execution and alignment with our operational objectives. It covers key aspects such as risk identification and management, incident reporting and investigation, and the monitoring of performance indicators.

We promote a disciplined approach to operations, supported by defined procedures, periodic training and internal follow up processes. This approach enables the identification of improvement opportunities and supports the implementation of corrective actions where needed.

Our focus on operational excellence is aimed at enhancing efficiency, reliability and consistency across our operations, contributing to the overall performance of the Company.

Environmental Strategy and Performance

At Vista, we make continuous efforts to deliver safe, reliable and affordable energy with lower emissions. Our environmental management approach focuses on minimizing the impact of our operations through emissions reduction and responsible management of water, waste, biodiversity and spills. These priorities are embedded in our operational practices and support the overall performance of the Company.

In 2021, we announced our ambition to reduce GHG emissions through a multi-year decarbonization plan. Such plan prioritizes selected projects from our abatement cost curve based on their carbon abatement potential and cost efficiency, targeting a scope 1 and 2 GHG emissions intensity of 7 kgCO2e/boe by 2026.

In 2025, we recorded a scope 1 and 2 GHG emissions intensity of 6.8 kgCO2e/boe, representing a 23% reduction compared to 2024. Since 2020, we have reduced our GHG emissions intensity by approximately 80%, as a result of operational improvements and a full focus on shale oil assets.

Additionally, we are developing our own portfolio of nature-based solutions (“NBS”) projects to capture carbon in soil and forests. In 2022, we established Aike, a Vista subsidiary dedicated to designing, managing, and executing carbon offset projects, staffed with leading local experts. Aike aims to develop projects of the highest quality, meaning that their impact is measurable, additional, permanent and positive for local communities and biodiversity. We believe NBS represents the most actionable, proven, efficient, and scalable carbon removal alternative currently available. Aike is developing 13 NBS projects in Argentina, across seven provinces (Corrientes, Formosa, Salta, Santa Fe, San Luis, Buenos Aires and Cordoba), including mixed afforestation and reforestation with native and exotic species, forest conservation, improved forest management, and regenerative agriculture and livestock projects.

By developing a top-tier NBS portfolio, we expect to generate a volume of carbon credits to match the size of our residual operational GHG emissions by 2026.

Emissions and carbon credits calculation methodology

Vista’s GHG emissions inventory reports two of the most prevalent GHG emissions components in oil and gas operations: CH₄ and CO₂. In addition, the calculated emission totals include N₂O as well. Although emissions of the other GHG emissions components may exist in the Company’s operation, their relative contribution to the total GHG emissions is considered immaterial.

Emissions from CO₂, N₂O, and CH₄are calculated and converted into total CO₂e emissions by multiplying the emissions of each constituent by its respective global warming potential.

The GHG emissions inventory for Vista was developed following best practices and industry guidelines for quantifying, reporting, and managing GHG emissions. Specifically, the Company adheres to: (i) the IPIECA Petroleum Industry Guidelines for Reporting Greenhouse Gas Emissions (2011) and (ii) the American Petroleum Institute (“API”) Compendium of Greenhouse Gas Methodologies for the Oil and Natural Gas Industry (2009). The inventory calculations apply standardized methodologies provided in the API Compendium for Vista’s relevant emission sources, with emission factors derived from published references within the API Compendium. Where actual operational emission factors or parameters are available, these values are incorporated into the GHG emissions inventory to enhance accuracy and representativeness.

Vista’s GHG emissions inventory is structured according to the Operational Control approach, meaning each asset owned and operated by the Company is reported at 100% of its emissions in Argentina. Vista’s operated assets in Argentina include the following concessions: Águila Mora, Aguada Federal, Bajada del Palo Oeste, Bajada del Palo Este, Coirón Amargo Norte, and the Entre Lomas treatment plant. Our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico. The GHG emissions inventory is further categorized by emission sources within each area of this organizational structure.

Vista’s GHG emission inventory tool is classified into scope 1 and 2 sources, as shown below:



GHG Source Category		GHG Emissions Sources

Scope 1 Sources

Stationary combustion		Heaters (i.e., treaters and ovens)
		Gas turbine / centrifugal compressor drivers
		Internal combustion engines

Mobile combustion		Automobiles
Mobile combustion		Light duty trucks

Flares		Flares

Fugitives		Onshore oil and gas production equipment component leaks (e.g., valves, connectors, open-ended lines, etc.)

Venting		Glycol dehydrators
		Natural gas-operated chemical injection pumps
		Natural gas-operated pneumatic devices
		Storage tank flashing losses
		Tank blanketing using natural gas
		Maintenance and turnaround activities
		Other venting (i.e., blowdowns and emergency shutdowns)

Scope 2 Sources
Indirect energy		Imported electricity
Indirect energy		Imported electricity by a third party

Scope 2 emissions correspond to indirect emissions from purchased electricity. The Company reports total GHG emissions using a market-based approach.

It should be noted that the inventory excludes GHG emissions sources with insignificant potential for GHG emissions that are immaterial to the total emissions quantified (also referred to as de minimis sources). Examples of insignificant sources include fire-fighting equipment and laboratory equipment.

For many GHG emission sources, there are multiple options for determining the emissions, often with different accuracies. In general, emissions from a particular source are derived by applying an emission factor (“EF”) for a specific type of source or event with the corresponding activity factor. EFs used in the calculation methods come from published sources, referenced in the API Compendium and derived from publications by the IPCC, the EIA, the Gas Research Institute, and the U.S. Environmental Protection Agency.

Where possible, EFs are derived based on site-specific gas compositional data. In many instances for combustion sources, the CO₂ EF represents the application of material balance principles and the assumption that 100% of the carbon available in the fuel stream is oxidized to CO₂. In addition, for flaring sources; a destruction efficiency of 98% is assumed to calculate the CH₄EF.

After GHG emissions inventory tool is completed and results obtained for every calendar year, a third-party verification is carried out. GHG emission inventory results are only published once the verification is completed, and the calculations verified.

Health and Safety

Health and Safety is a core priority of our organization and a key component of our operational performance. We are committed to providing our workforce with high standards of occupational health and safety, aligned with industry practices.

All employees and contractors across our operations, including offices and field activities, are required to comply with applicable legal requirements, internal policies, standards, procedures, and site access requirements. We aim to maintain TRIR below 1.0 and zero fatalities.

Our safety management system is implemented through our OMS framework, designed in accordance with recognized industry guidelines, including those of the IOGP and IPIECA.

Through this framework, we implemented standardized processes to identify, assess and manage operational risks, supported by safety procedures and practices such as training, work permits, internal audits, drills, tailgate safety meetings and job safety analysis.

In 2025, our TRIR was 0.8 (based on 6.3 million work hours during the period). In 2024 and 2023, our TRIR was 0.6 (based on 6.7 million work hours during the period) and 0.2 (based on 5.6 million work hours during the period), respectively. In 2024, a fatality occurred during a drilling operation conducted by Nabors for Vista. No fatalities involving our employees or contractors related to our operations were recorded in 2025 and 2023.

Human Capital and Corporate Responsibility

We believe our people are a key driver of our strategy as a high-growth, high-performance company. We focus on attracting, developing and retaining skilled talent, while enhancing learning and optimizing compensation and rewards.

We are committed to equipping our employees with the capabilities required to support their development and performance. As technology continues to reshape our industry, acquiring the right skills is essential to maintain competitiveness and operational efficiency. In 2025, we continued strengthening our technical career programs and leadership development initiatives. Throughout the year, we delivered a total of 32,643 training hours, representing an average of 56 hours per employee, reflecting an 89% increase year-over-year.

We promote an inclusive work environment based on merit, qualifications, fairness and equal opportunities, recognizing that diverse perspectives contribute to innovation and organizational performance. During 2025, the Company continued to advance its gender initiatives by recruiting and developing female talent, as well as implementing programs to foster the growth and leadership of high-potential women. In 2025, 33% of new hires were women, 5 p.p. above that share for 2024. Additionally, in 2025, 25% of employees were women, which is 10 p.p. above industry average, and 18% of STEM roles were held by women.

In addition, we engage with the communities where we operate through a structured social management framework aligned with international best practices, focused on stakeholder engagement and the identification and management of social risks through ongoing dialogue and preventive actions. In this context, we implement social investment initiatives to support local development. In 2025, the Company invested US$2.2 million in social programs across Argentina and Mexico, focusing on education, local development, rural development, institutional strengthening, and inclusion and values in sports and health.

Ethics, Compliance and Governance

We are committed to conducting our business with integrity and in accordance with applicable laws and regulations. Our Code of Ethics and Conduct and related policies establish the standards that guide the behavior of our employees and contractors, who are required to comply with them. These policies cover, among others, anti-corruption, conflicts of interest, human rights, non-discrimination, cybersecurity and whistleblower protection.

Governance of these matters is embedded within the Company’s overall governance structure, with oversight of the Executive Team and the Board of Directors.

In 2025, we enhanced employees’ understanding of compliance matters through in-person and virtual training aligned with our Code of Ethics and Conduct and related policies, and improved transparency in the disclosure of our ESG information. In addition, we achieved a NIST cybersecurity score of 3.6 and recorded no critical cybersecurity incidents. See “Item 16K – Cybersecurity.”

During 2025, the Company completed the sixth year of implementation of internal control standards in accordance with the Sarbanes-Oxley Act (SOX) and performed a management’s assessment of internal control over financial reporting.

We expect to publish our 2025 Sustainability Report during the second quarter of 2026. The report is expected to align with (i) Global Reporting Initiative (“GRI”) Standards, including GRI 1 (Foundation 2021), GRI 2 (General Disclosures 2021), GRI 3 (Material Topics 2021) and GRI 11 (Oil and Gas Sector 2021), and (ii) the Sustainability Accounting Standards Board for industry-specific ESG topics relevant to our financial performance and long-term value creation.

For the fifth consecutive year, the 2025 Sustainability Report will include information aligned with the recommendations published by the TCFD. Additionally, we expect to report our contribution to the UN Sustainable Development Goals. Our ESG progress is aligned with the 10 universal principles of the UN Global Compact and will serve as our 2025 Communication on Progress Report under the UN Global Compact framework.

The 2025 Sustainability Report will be published on our website. Information contained on, or accessible through, our website is not incorporated by reference in, and will not be considered part of, this annual report.

VX Ventures

VX Ventures AenP (“VX Ventures”) is Vista’s corporate venture capital fund, launched with an initial US$12.5 million funding commitment (which yearly investments represent less than 1% of Vista’s capital expenditures), with the objective of developing new businesses that can thrive through the energy transition and support Vista becoming a lower carbon and lower cost company. During 2023 and 2025, funding was increased by US$2.5 million and US$3.5 million, respectively, reaching a total of US$18.5 million as of December 31, 2025.

During 2025, we continued to pursue entrepreneurial, agile and dynamic companies that may become key agents of change and leverage Vista’s technical and project management skills with an entrepreneurial drive to access new markets.

Moreover, VX Ventures plays a role of exposing Vista to the optionality of new businesses that can potentially scale up and can also help us secure the access and retention of top talent.

Each investment is funded through specific special purpose vehicles controlled by Vista, where certain relevant executives of the Company are given the option to co-invest through class B shares with no political rights to incentivize their engagement and align their interests with those of the invested project.

As part of our VX Ventures portfolio, which as of December 31, 2025 includes investments in 20 start-ups and early-stage companies and in 2 global energy transition VC funds, we have created and funded Aike NBS S.A.U. (“Aike”) to deliver top-quality carbon offsets through the development of NBS projects, including forestry and soil carbon capture projects. Aike aims to also provide services to third companies to help them to fulfill their NBS project development needs and achieve their carbon capture objectives which will in turn benefit Vista by providing larger scale for its NBS projects. Aike has already started providing services to us in connection with Vista´s own NBS portfolio.

Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available, insurance coverage is subject to a cap or because premium costs are considered prohibitive.

Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, liability, director’s and officer’s liability and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations.

General Regulatory Matters

We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate that govern matters including the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use and transportation of regulated materials and human health and safety. These laws and regulations may, among other things:

•

require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences;

•

enjoin some or all of the operations of facilities deemed not in compliance with permits;

•

restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;

•

require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and

•

require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties.

INDUSTRY AND REGULATORY OVERVIEW

Argentina’s Oil and Gas Industry Overview

Argentina has five producing oil and gas basins: Neuquina, Noroeste, Cuyana, Golfo San Jorge, and Austral Basin. As of December 31, 2024, Argentina’s oil and gas reserves totaled 6,529 MMboe, as reported by the SdE. In 2025, Argentina’s oil production was 810.1 Mbbl/d, while its gas production reached 141.3 MMm³/d. Production from the Vaca Muerta formation, which is located within the Neuquina basin, accounted for 501.5 Mbbl/d of oil (62% of total production) and 75.2 MMm³/d of gas (58% of total production), having recorded an oil production CAGR (compound annual growth rate) of 35% over the last five years.

Argentina Gross Oil Production (Mbbl/d)

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Source: Argentine Secretariat of Energy.

Vaca Muerta Shale Formation

The Vaca Muerta formation, located in the Neuquina Basin, is considered one of the most prominent shale plays globally. The development of the Vaca Muerta formation plays an important role in the Argentine economy, and therefore the federal and provincial governments have introduced changes to the regulatory framework for E&P of unconventional hydrocarbons to attract investments.

Recent regulatory reforms, as well as significant reductions in well costs and improvements in well productivity over the past decade, have attracted over 30 oil and gas companies to Vaca Muerta, both domestic and international companies, including YPF, Vista, Shell, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Total, Continental, Geopark and Dow. Most of these companies, which hold acreage adjacent to our concessions, are already investing in their projects in full development mode, or in some cases are conducting project pilots.

Vaca Muerta Players

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Source: Company’s Information and Press Articles

Vaca Muerta exhibits similar geological properties than several of the most prominent shale plays in the United States. The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. share plays.


Play	Total Organic Content (%)		Thickness (m)		Reservoir Pressure (psi)
Vaca Muerta		3-10		30-450		4,500-9,500
Eagle Ford		3-5		30-100		4,500-8,500
Wolfcamp (Permian)		3		200-300		4,600
Barnett		4-5		60-90		3,000-4,000
Haynesville		0.5-4		60-90		7,000-12,000
Marcellus		2-12		10-60		2,000-5,500

Source: Company estimates, Argentine Ministry of Economy, Argentine SdE and the EIA.

Vaca Muerta acreage is estimated at more than 8.6 million acres, containing 16 Bnbbl of oil resources and 308 Tcf of gas resources. Such resources are equivalent to approximately 100 years and 200 years of domestic oil and gas consumption, respectively. The top five oil operators are YPF, Vista, Pluspetrol, Shell, and Pan American Energy. Most concessions are within the 30,000 to 100,000 acres range, which is significantly larger than the average leasehold in the United States. The terms of concessions in Argentina are also competitive compared to those in the United States, with unconventional concessions of 35 years and flat royalties of 12%.

Over the past years, Vaca Muerta has significantly increased its well activity from 102 new wells connected in 2019 to 437 new wells connected in 2025. The cumulative well count increased to 2,547 by year-end 2025. The quantity of active drilling rigs in the basin has also increased during the period, as shown below. Currently, approximately 49% of its surface area is under development.

Vaca Muerta is at a relatively early stage of its development compared to shale plays in the United States. The Permian Basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development. However, Vaca Muerta has even more thickness than the Permian, with up to five different pay zones already tested in different blocks of the basin. As of December 31, 2025, operators have drilled around 2,500 wells in Vaca Muerta compared to around 60,000 in the Permian and more than 200,000 across all U.S. shale plays. It is possible that Vaca Muerta could have a growth trajectory similar to that of the Permian Basin or other U.S. shale plays in the coming years. The growing investment in Vaca Muerta is similar to the early stages of the Permian Basin’s remarkable growth since 2008, becoming one of the most prolific shale plays in the world.

After an initial period of incorporating the technology required for unconventional development, progressing along the learning curve, and adopting best practices, the average well productivity per lateral foot in Vaca Muerta now exceeds its shale peers in the United States.

Best-in-class average well productivity

First 365 days cumulative production, Mbbl per 1,000 feet of lateral

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Source: Rystad Energy ShaleWellCube. Includes only horizontal oil wells put on production in 2021-2022.

Oil Midstream and Downstream

The Argentine crude oil pipeline network connects the producing basins with domestic refineries, which are located in the Province of Buenos Aires (i.e., La Plata, Bahía Blanca, Dock Sud, Campana), the Cuyo Basin (i.e., Luján de Cuyo), the Neuquina Basin (i.e., Plaza Huincul) and the Noroeste Basin (i.e., Refinor). During 2025, the domestic refineries processed approximately 540 Mbbl/d. Argentina’s key crude pipeline is the Oleoductos del Valle S.A. (“Oldelval”) system, with an oil pipeline from Puesto Hernández and Allen in the Neuquina Basin to Puerto Rosales near Bahía Blanca, transporting approximately 65% of the production from the Neuquina Basin, with a capacity of approximately 540,000 bbl/d (and up to approximately 615,000 bbl/d with friction-reducing agents).

In Puerto Rosales, a marine export terminal is operated by Oiltanking Ebytem S.A. (“OTE”), a company owned by YPF (30%) and Oiltanking (70%). The OTE facilities have 24 tanks with a storage capacity of 4.9 MMbbl, of which 3.0 MMbbl are used to store Medanito-type crude oil. OTE also owns (i) one dock with two sites with a total capacity of approximately 324,400 of displacement tonnage, and (ii) one buoy capacity of 70,000 deadweight tonnage. These two sites and the buoy provide services mainly for loading and unloading Panamax, Aframax and Suezmax vessels. Nearby, in Puerto Galván, Bahía Blanca, there is a smaller marine terminal that is operated by Trafigura, which has a dock that can also load and unload Panamax and Aframax vessels for the export market.

In early 2023, the Trasandino pipeline connecting the Argentine system to Chile became operational after being shut for more than a decade. This enabled export flows from the Neuquina Basin to Chile, starting in May 2023. This pipeline has a total capacity of 110,000 bbl/d. In November 2023, VMON, with 157,000 bbl/d of capacity, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, was commissioned.

Additionally, in December 2024, the VMOS Project was announced, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new port in a deep-water location. The VMOS Project will have an estimated initial capacity of 550,000 bbl/d and is expected to be completed by mid-2027.

The oil production that is not refined and consumed in Argentina is exported. During the year ended December 31, 2025, Argentina exported 266 Mbbl/d, according to INDEC, of which approximately 229 Mbbl/d were exported from the Neuquina basin (80 Mbbl/d to Chile and 150 Mbbl/d via the Atlantic).

Vaca Muerta Key Oil Midstream Projects

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Source: Based on data provided by project operators and Company estimates.

Oil and Gas Regulatory Framework in Argentina

The Argentine Hydrocarbons Law, as amended by Law No. 26,197, Law No. 27,007 and Law No. 27,742 (Ley de Bases) is the main body of legislation for oil and gas E&P. The enforcement authority for the Argentine Hydrocarbons Law is the SdE. As a result of the amendment of the Argentine Hydrocarbons Law by means of the Law No. 26,197, each Province has its own enforcement authority. In particular, the Province of Neuquén has passed its own Argentine Hydrocarbons Law No. 2,453, among other laws and regulations on these activities. The transportation, distribution and marketing of gas are independently regulated by the Natural Gas Law, also amended by the Ley de Bases.

Exploration and Production

The E&P of oil and natural gas is governed by exploration permits and exploitation concessions. Nevertheless, the Argentine Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or exploitation concessions, subject to prior authorization of the surface owner and the application authority.

In the event that holders of an exploration permit discover commercially exploitable quantities of oil or gas, such holders are entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The exploitation concession provides its holder the exclusive right to produce oil and gas from the area covered by the concession. An exploitation concession also entitles the holder to obtain a transportation authorization for transporting of the oil and gas produced.

Holders of exploration permits and exploitation concessions are required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective

permits or concessions. In addition, holders must avoid damage to oil and gas fields and hydrocarbon waste, and undertake adequate measures to prevent accidents and damages.

Both holders of exploration permits and holders of exploitation concessions must pay an annual fee based on the land area covered by the corresponding permit or concession (as provided in Section 7 of the Argentine Hydrocarbons Law). Holders of exploitation concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government.

Exploration Permits and Exploitation Concessions

The Argentine Hydrocarbons Law and its amendments regulate E&P activities as follows:

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Exploration Permits: the term for conventional exploration permits is divided into two periods of up to three years each, plus a discretionary extension of up to five years, granting a maximum validity of 11 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. For offshore operation permits, each period of the basic exploration term for conventional objectives may be extended by one year. The term for these permits is divided into two periods of up to four years each, plus a discretionary extension of up to five years, granting a maximum validity of 13 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility.

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Concessions: the term for the exploitation of conventional resources is 25 years, while for the exploitation of unconventional resources, a term of 35 years is established, including a pilot test of up to five years. In the case of offshore operations, concessions are granted for periods of up to 30 years. Due to the modifications introduced by the Ley de Bases, the federal or provincial executive branch, as applicable, may determine in new concessions—at the time of defining the terms and conditions—other periods (of up to 10 years) additional to the aforementioned periods. These periods cannot be set perpetually, unlike the previous regulation, which allowed the possibility of granting successive extensions for periods of 10 years. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of approval of the Ley de Bases.

•

Royalties: The Hydrocarbons Law established a 12% monthly royalty rate to be paid by the concessionaire for the production of liquid hydrocarbons extracted at the wellhead and for the volume of natural gas extracted and effectively utilized, with the granting authority having the ability to reduce such rate by up to 5% in exceptional cases, taking into account the productivity, conditions, and location of the wells, and to increase it by 3% upon the first extension. Concessions granted prior to the enactment of the Ley de Bases remain subject to this regime, requiring payment of the 12% royalty on the wellhead value of crude oil production and on the volume of natural gas sold, as well as an extraordinary royalty in certain extended concessions. In contrast, the Ley de Bases replaced the fixed 12% rate with a percentage to be determined in the awarding process, applied to the production and effectively utilized liquid and gaseous hydrocarbons. It preserved the authority’s ability to reduce the rate by up to 5% in exceptional cases, while eliminating the 3% increase upon the first extension. The Ley de Bases also introduced the possibility of applying a reduced rate of up to 50% for projects involving: (i) Enhanced Oil Recovery (EOR) or Improved Oil Recovery (IOR) techniques, (ii) the exploitation of extra-heavy oils (requiring special treatment due to poor quality or high viscosity), and (iii) offshore exploitation. Concessions granted following the entry into force of the Ley de Bases are governed by the regime established therein.

Exploration permits and exploitation concessions constitute an acquired right that cannot be extinguished without legal compensation. However, concessions or permits expire in the case of certain breaches detailed exhaustively in Article 80 of the Argentine Hydrocarbons Law. Concessionaires or permit holders can also partially or totally renounce the surface area of a permit or concession at any time. If an exploration permit is renounced, the permit holder will be obliged to pay the committed and unmet investment amounts (Articles 20 and 81 of the Argentine Hydrocarbons Law).

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Reserves and Resources Certification in Argentina

The estimation of reserves and resources in Argentina is mainly governed by Resolution No. 324/2006 of the SdE and SdE Resources Resolution No. 69-E/2016. These regulations require holders of exploration permits and exploitation concessions to file by March 31 of each year estimates of natural gas and oil reserves and resources existing as of December 31 of the previous year. Estimates must be certified by an external auditor and sent to the SdE. Information is required to be presented following the criteria approved by the SPE, the WPC (World Petroleum Council) and the AAPG (American Association of Petroleum Geologists), which are widely accepted internationally.

The information regarding Vista’s proved reserves in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the SPE’s Petroleum Resources Management System, which differ from the relevant guidelines published by the SdE.

Transportation

The Ley de Bases introduced significant changes to the hydrocarbon transportation regime in Argentina, establishing a comprehensive framework for transport and processing authorizations managed by federal or provincial authorities. Existing transportation concessions will continue to operate under their original terms. The Argentine Hydrocarbons Law grants producers the exclusive right to obtain transportation authorizations for oil, gas, and their by-products as specified in the law and related decrees.

These authorizations allow for the construction and operation of essential facilities for hydrocarbon transportation, such as pipelines, storage, plants, and other necessary infrastructure, all subject to prevailing legislation and technical standards.

Holders of exploitation concessions are entitled to transportation authorizations. If the construction of permanent works exceeds the concession limits, they must obtain additional authorizations. If the works remain within the concession limits, the authorization is optional and granted under the same conditions as the exploitation concession.

The duration of transportation authorizations is the same as the associated exploitation concessions. Upon expiration, the facilities revert to state ownership. Extensions of 10 years can be requested if obligations are met and hydrocarbons are being transported at the time of the request. Transport and processing authorizations do not grant exclusive rights to the holders.

Authorized transporters must carry third-party hydrocarbons without discrimination, provided there is available capacity and no technical impediments. Unused transportation capacity must be made available to third parties, subject to the needs of the authorized transporter.

Federal or provincial authorities will establish rules for coordinating transportation systems. Tariffs for hydrocarbon transportation and related services are regulated, with maximum amounts set by Resolution No. 5/04 of the SdE, as amended. These changes aim to streamline the hydrocarbon transportation and processing framework, ensuring fair access and efficient operation within the sector.

The last update to the maximum amounts was established on June 11^th, 2025, with the publication of the SdE resolution No. 256/2025.

Argentine Registry of Hydrocarbon Exploration and Exploitation Companies

To be holders of exploration permits or exploitation concessions, irrespective of the Province where the activities are developed, companies must be registered with the Argentine Registry of Hydrocarbon Exploration and Exploitation Companies maintained by the SdE. Such holders and concessionaires must have adequate financial resources, pursuant to Disposition No. 335/2019 issued by the Sub-Secretariat of Hydrocarbons, and technical capabilities to perform the operations involved in the rights bestowed upon them. Further, such holders shall assume exclusive responsibility for liabilities associated with E&P activities. Registration with the Registry is also a requirement to be able to be an operator of permits and concessions and has to be annually renewed and can be

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revoked if technical capacity cannot be proved. Holders of permits and concessions shall establish legal domicile within Argentina.

In all cases, the company or association of companies holding the permit or concession must maintain such net equity throughout the term of the permit or concession. These equity requirements may be satisfied by means of financial or other guarantees.

Crude Oil Market Regulation

The Argentine Hydrocarbons Law empowers the Argentine Executive Branch to set the national policy with respect to the exploitation, processing, transportation, storage, industrialization and commercialization of hydrocarbons.

The Ley de Bases introduced amendments to Law No. 26,741 and the Argentine Hydrocarbons Law, to allow concessionaires, refineries, and/or hydrocarbon marketers to freely export hydrocarbons and/or their derivatives without needing to meet domestic demand. Additionally, it stipulates that the Argentine government may not intervene in setting commercialization prices in the domestic market at any stage of production.

Law No. 27,007 amended and upgraded as statutory law the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) which was created by Decree No. 929/2013. Under this regime, hydrocarbon exploitation investment projects, as authorized by the Argentine Ministry of Economy, that imply direct investments in foreign currency greater than US$250 million during the first three years following the project’s approval, are deemed beneficiaries of the regime and will be entitled to the following benefits, among others:

(i)

to freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and

(ii)

no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such 20% of exports.

Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that, although prior registration in the Argentine Registry of Export Operations Agreements is required, producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE, no longer being needed it express authorization. The effective exercise of this right is subject to regulations issued by the Argentine Executive Branch, which must, among other aspects, take into account: (i) the standard requirements applicable to access to technically proven resources; and (ii) that any objection by the SdE may only (a) be raised within 30 days from the date on which the SdE becomes aware of the export, and (b) must be based on technical or economic grounds related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever, see “ —Ley de Bases.”

Gas Market Regulation

As mentioned in previous sections, gas E&P activities are regulated by the Argentine Hydrocarbons Law, whereas natural gas transportation and distribution are regulated by means of the Natural Gas Law.

In order to foster the production of natural gas, the Argentine government adopted different stimulus programs over the past years, such as the Plan GasAr implemented by means of Decree No. 892/2020 (amended by Decree No. 730/2022).

Plan GasAr 2020-2024

By means of Decree No. 892/2020, (amended by Decree No. 730/2022 and Resolution No. 606/2025 of the SdE), the Argentine government implemented the Argentine Plan for the Promotion of Natural Gas Production – Supply

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and Demand Scheme 2020-2024 (Plan de Promoción de la Producción de Gas Natural Argentino – Esquema de Oferta y Demanda 2020-2024).

The Plan GasAr established the framework for the implementation of direct contracts (initially lasting four years, with the possibility of extension by the SdE for additional one-year periods) between gas producers, on the one hand, and gas distributors and/or sub-distributors (to meet priority demand) and CAMMESA (to meet the demand of thermal power plants), on the other. These contracts were awarded, and the price of gas at the point of entry into the transportation system (“PIST” for its acronym in Spanish) was determined through a tender procedure carried out by the SdE. The Argentine government may make monthly payments corresponding to a portion of the price of natural gas in the PIST to provide indirect subsidies to end users.

On November 4, 2022, Decree No. 730/2022 was published in the Argentine Official Gazette, extending the Plan GasAr until the year 2028.The Plan GasAr is based on (i) voluntary participation by producers, public distribution service providers, and sub-distributors (making direct acquisitions from producers) and CAMMESA; (ii) a competitive scheme where the SdE calls for the signing of direct contracts between producers on one side, and priority demand (distribution licensees and/or sub-distributors) as well as the demand from thermal power plants (with CAMMESA) on the other; (iii) a framework of free market competition regarding the price of gas in the PIST, subject to the conditions set by the Argentine government.

On December 29, 2025, Resolution No. 606/2025 of the SdE was published, which aims to facilitate the contractual normalization of the natural gas market by promoting that natural gas purchase and sale agreements entered into between Energía Argentina S.A. (“EA”) and producers under the Plan GasAr may be assigned and reallocated directly to distribution companies or other market participants, such as generators or CAMMESA, without the intermediation of EA.

The measures adopted primarily consist of the assignment of natural gas supply agreements entered into between EA and producers in favor of distribution companies -and, as applicable, other market participants, such as generators or CAMMESA- with respect to those producers that adhere to the new framework. Once such assignments are completed, producers will invoice directly the gas price at the PIST in accordance with the reassigned agreements, while maintaining entitlement to the compensation payable by the Argentine government under the terms of Plan Gas Ar.

In addition, adhering producers are released from certain periodic reporting obligations regarding investments, including the quarterly report with monthly breakdown, without prejudice to the effective compliance with the committed investments.

Ley de Bases

On July 8, 2024, the Ley de Bases was published in the Argentine Official Gazette, introducing amendments to the Natural Gas Law and the Argentine Hydrocarbons Law.

The main amendments to the Argentine Hydrocarbons Law include:

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Expanding the self-sufficiency paradigm of the Argentine Hydrocarbons Law to incorporate the maximization of economic profits to encourage new investments;

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Eliminating restrictions on hydrocarbon exports and establishing freedom to market and export hydrocarbons and their derivatives;

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Prohibiting the Argentine government from intervening in the pricing of oil, gas, and refined products in the domestic market;

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Including hydrocarbon processing and storage activities within the regulatory framework;

•

Allowing the conversion of concessions from conventional to unconventional exploitation until December 31, 2028;

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•

Defining specific requirements for bidding on new areas and eliminating the possibility of extending exploitation concessions for new concessions;

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Modifying the fees payable by concession and permit holders;

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Revising the royalty regime, except for concessions already awarded;

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Replacing transportation concessions with a system of transportation and storage authorizations, as well as hydrocarbon processing authorizations; and

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Allowing foreign companies to participate in public bids for permits and concessions.

The main amendments to the Natural Gas Law include the following:

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Eliminating the requirement to obtain prior authorization for natural gas imports;

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Removing the limitation that previously required the domestic market supply to remain unaffected;

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Establishing a special framework for LNG, guaranteeing firm export conditions that, once authorized, cannot be modified; and

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Extending the duration of licenses for natural gas transportation and distribution services from 10 to 20 years.

The Ley de Bases also established Argentina’s Incentive for Large Investments Framework (Régimen de Incentivo para Grandes Inversiones) (“RIGI”). The RIGI was regulated by Decree No. 749/2024, issued by the Argentine Executive Branch on August 23, 2024, along with further regulations. It encourages investments in projects that qualify as large, long-term investments in Argentina and operate in certain specified sectors. The RIGI grants tax, customs, and foreign exchange benefits, implements a legal stability provision, and provides a dispute resolution mechanism that allows claimants to submit claims against the Argentine government through arbitration. In addition, the RIGI offers a 30-year stability period for the benefits, starting from the date an investment adheres to the RIGI.

Under the Ley de Bases, “large investments” made under the RIGI are deemed to be in the national interest and are covered by the constitutional prosperity clause set out in Section 75, Subsection 18 of the Argentine Constitution. The RIGI applies at the federal level throughout Argentina.

To qualify under the RIGI, the project must be operated by a SPV in any of the following sectors: forestry (wood-based activities and forest plantations), tourism (lodging and accommodations), infrastructure (logistics, transportation, recreation, and public services), mining (exploration and exploitation of minerals), technology (innovative goods and services, including biotechnology, nanotechnology, new energy mobility, aerospace, nuclear, software, robotics, AI, and defense), iron and steel (processing of iron ore, steel, and alloys), energy (generation, storage, transportation, and distribution of renewable and non-renewable energy, low-carbon energies, bioenergy, and carbon capture), and oil and gas midstream and downstream activities, including treatment plants, pipelines, storage, petrochemicals, LNG export, and offshore operations.

On February 18, 2026, the Argentina government published Decree 105/2026 which extended the benefits of RIGI to onshore upstream activities, subject to a minimum investment commitment of US$600 million.

Special Frameworks to Access to the Foreign Exchange Market

On April 11, 2025, the Argentine government announced measures to ease regulations regarding access to the foreign exchange market. These measures include:

(i)

the establishment of floating bands for the dollar exchange rate, permitting fluctuations between Ps.1,000 and Ps.1,400, with these limits expanding at a rate of 1% per month;

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(ii)

the elimination of the Exports Increase Program, which previously required 80% of export proceeds to be settled through the foreign exchange market and 20% through the financial market (also known as the Dollar Blend);

(iii)

the elimination of foreign exchange restrictions for individuals, including the monthly US$200 limit and restrictions on recipients of pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7,340. Additionally, the ARCA (as defined below) removed the current tax perception on foreign currency acquisitions in the exchange market, maintaining it only on tourism and credit card payments;

(iv)

the authorization of dividend payments to foreign shareholders of Argentine companies, for financial years commencing in 2025;

(v)

the relaxation of deadlines for foreign trade operations payments, including:

goods imports may be paid upon customs entry registration (previously 30 days);

imports of goods by SME companies may be paid from the origin dispatch (previously 30 days post customs entry registration);

service imports may be paid from the service provision date (previously 30 days);

capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs);

imports of services between related companies may be paid 90 days post service provision (previously 180 days); and

(vi)

a one-time waiver of the 90-day restriction in Communication “A” 7,340 for legal entities, to enhance operational efficiency in the foreign exchange market.

For more information, see “Item 10—Additional Information—Exchange Controls—Specific Provisions For Income From The Foreign Exchange Market.”

Sustainability

Argentina has regulation regarding the protection of the environmental on a federal, provincial and municipal level, as well as in the Argentine Constitution.

For instance, Argentina applies the “polluter pays” principle and requires a mandatory approval of an environmental impact assessment for conducting risky activities. Moreover, legislation guarantees the right to access to environmental information, public participation in the environmental decision-making process, and access to justice in environmental matters. Environmental insurance is required, and reporting duties are also established. Argentina has approved several human rights international treaties and, in particular, related to the environment.

A procurement regime applicable to the Argentine government has been established by means of Decrees No. 1023/01 and No. 1030/16, which requires to consider sustainability in the decision-making process in the acquisition of services and goods by the public administration. Furthermore, Decree No. 31/2023 declares a national public priority policy for the sustainable management of resources used by national public agencies. Those practices provide for the efficient management of the following: electricity; water; natural gas; waste; public procurement; accessibility; sustainable mobility; and green areas and spaces.

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Likewise, by means of its Resolution No. 635/2022 (as amended by its Resolution No. 668/2022) the Argentine Ministry of Transportation approved the National Sustainable Transportation Plan. Its main objective is to promote energy transition and efficiency in transportation to achieve sustainable mobility. Such plan contains a set of strategies and policies to be implemented by 2030, promoting the reduction of GHG emissions. Other sustainability regulations have been passed. Its impact on the oil and gas industry has yet to be assessed.

In addition, as a member of the UN Framework Convention on Climate Change (“UNFCCC”) and a Party to the Paris Agreement, Argentina has committed to submit its Nationally Determined Contributions (“NDCs”), which are basically the proposed climate actions. The emission limit committed by Argentina, according to the information that emerges from the updated NDCs in October 2021, is not to exceed the net emission of 349 million tons of carbon dioxide equivalent (MtCO₂e) in the year 2030. This goal is applicable to all sectors of the economy.

The NDCs set forth that towards 2030, the Argentine Republic will carry out an energy transition, focusing its efforts on the promotion of energy efficiency, renewable energies, and the promotion of distributed generation, using natural gas as a transition fuel during this period.

In order to follow up on this commitment -which aim is to contribute to the standards set forth in the Paris Agreement- Argentina must draft and report to the UNFCCC the National Green House Gases Inventory (INGEI for its acronym in Spanish). In addition, by means of Resolution No. 363/2021 issued by the Argentine Ministry of Environment and Sustainable Development, Argentina has created the National Registry of Climate Change Mitigation Projects, where the existing mitigation projects are registered. The scope of such register has not been determined as of the date of this annual report; therefore, its application cannot yet be defined.

Argentine Regulatory Framework in Connection with Climate Change

The UNFCCC, which entered into force on March 21, 1994, aims to stabilize the GHG concentrations in the atmosphere to a level that would prevent dangerous anthropogenic interference with the climate system.

On February 16, 2005, the Kyoto Protocol to the UNFCCC (“Kyoto Protocol”) entered into force. The Kyoto Protocol, which deals with the reduction of certain GHG emissions (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride) in the atmosphere, was in force until 2020 as a consequence of the ratification of the Doha Amendment to the Kyoto Protocol.

Argentina approved UNFCCC by Federal Law No. 24,295 in December 1993, the Kyoto Protocol by Federal Law No. 25,438 on June 20, 2001, and the Doha Amendment by Federal Law No. 27,137 on April 29, 2015.

The 2015 UN Climate Change Conference adopted by consensus the Paris Agreement, which is known to be the successor of the Kyoto Protocol (which was approved in Argentina by Federal Law No. 27,270). The Paris agreement deals with GHG emission reduction measures, targets to limit global temperature increases and requires countries to review and “represent a progression” in their intended nationally determined contributions. International treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate GHG emissions.

Furthermore, Argentine Law No. 26,190, as amended and complemented by Law No. 27,191 and its implementing decrees, established a legal framework which promotes an increase in the participation of energies from renewable sources in Argentina’s electricity market. In this line, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change.

Moreover, the Argentine Registry of Climate Change Mitigation Projects was established (Argentine Environmental Ministry Resolution No. 363/2021). In addition, the SdE has set forth the “National Program for the Measurement and Reduction of Fugitive Emissions from Hydrocarbon Exploration and Production Activities” (Resolution No. 970/2023); the Argentine Ministry of Environment and Sustainable Development has approved the “Second National Plan for Adaptation and Mitigation to Climate Change” (Resolution No. 146/2023); the SdE has approved the “National Energy Transition Plan to 2030” (Resolution No. 517/2023) and the “Guidelines and Scenarios for the Energy Transition to 2050” (Resolution No. 518/2023).

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Mexico’s Oil and Gas Industry Overview

Mexico has significant hydrocarbon resources with estimated oil and gas proved developed and undeveloped reserves of 8.4 Bnboe and 3P reserves of 23.1 Bnboe, in each case as of December 31, 2023, according to the SENER. Multiple formations exist to develop productive fields.

The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects. While oil and gas reserves are strongly concentrated in Southeast Basin plays, prospective resources are spread across multiple plays across several basins, which could lead to more opportunities for oil and gas participants to access previously untapped reservoirs.

Although the largest resources are in the offshore and shale plays, substantial potential still exists in onshore conventional reservoirs. Mexico’s shale resource base is among the largest in the world and is located only a few hundred miles away from the more developed U.S. shale plays with which the formations share many similarities. According to the EIA, technically recoverable shale resources, estimated at 545 Tcf of natural gas and 13.1 Bnbbl of oil, are potentially larger than the country’s proven conventional reserves.

Multiple E&P plays across basins

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Source: EIA.

There used to be four principal means for private entities to invest in Mexico’s E&P sector: E&P Agreements, Pemex farm-outs agreement, E&P services contract and comprehensive services exploration and extraction contracts (“CSIEE”).

The CNH was formerly entitled to allocate E&P Agreements, for which prequalification requirements were established, including operational, technical, financial, and legal capabilities. The bidding process was conducted by a committee of CNH members. Such tenders were discontinued at the end of 2018.

Farm-outs were a mechanism by which Pemex, as license holder, assigned an interest in the license to another party through a bidding process conducted by CNH in collaboration with Pemex. Pemex used farm-outs to partner with international E&P operators with the financial resources and expertise to accelerate development and extract value from its hydrocarbon asset base.

Regarding E&P services contract migrations, Pemex was entitled to migrate existing oil and gas integrated E&P services contracts to production-sharing agreements or licenses to continue boosting investment in the E&P sector, transforming the relationship with Pemex from a service contractor model into a joint venture. These contracts were signed by Pemex and private companies before the energy reform under President Peña Nieto. The last E&P services contract migration took place in 2018. There were no migrations during the last presidential term, in which Pemex focused mostly on awarding a few CSIEE contracts.

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The current administration, led by President Claudia Sheinbaum since October 1, 2024, has prioritized economic activities in energy and sustainable development. In January 2025, citizen consultation forums were held to contribute to the construction of the 2025-2030 National Development Plan, which was submitted by President Sheinbaum to the Mexican House of Representatives and approved on April 15, 2025. The plan establishes that the fundamental target of oil production through Pemex, set at 1.8 million barrels per day, will continue to be domestic consumption. One of the plan’s main strategies is to increase hydrocarbon reserves in a sustainable manner through strategic E&P projects, a strategy that is supported by the Pemex 2025-2030 Work Plan.

For additional context on the regulatory changes in Mexico, see “ —Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.”

Oil and Gas Regulatory Framework in Mexico

Upstream and Downstream

In 2013, the Mexican Constitution was amended leading to the opening of the oil, natural gas, and power sectors to private investment. In 2014, the Mexican Congress passed secondary laws to implement the reforms. The reforms allowed the Mexican government to grant contracts to private-sector entities in the upstream sector through public tenders. These amendments allowed private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons.

The legislation enacted in 2014 included the Mexican Hydrocarbons Law (Ley de Hidrocarburos), which preserved the concept of state ownership over hydrocarbons while located in the subsoil but allowed private companies to take ownership over the hydrocarbons once they were extracted. The Mexican Hydrocarbons Law allowed private-sector entities holding a permit granted by the Mexican Energy Regulatory Commission (Comisión Reguladora de Energía) (“CRE”) to store, transport, distribute, commercialize and carry out direct sales of hydrocarbons, as well as to own and operate pipelines and liquefaction, regasification, compression and de-compression stations or terminals, and related equipment in accordance with technical and other regulations. In addition, private-sector entities could import or export hydrocarbons subject to a permit from the SENER.

However, on October 31, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, redefining the nature and role of Pemex and CFE, strengthening state control over the energy sector, and orienting their operations toward public service and social welfare.

Additionally, on December 20, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, in terms of organic simplification, providing for the dissolution of various entities, including the COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning the COFECE, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Measures adopted by the antitrust authority in Mexico could have a material adverse effect on our results and financial condition.”

Lastly, on March 18, 2025, the Mexican Congress enacted new secondary legislation overhauling the energy sector and, thus, repealing and replacing the Mexican Hydrocarbons Law and several other federal statutes. For more information, see “ —Energy Reform 2025.”

Reserves and Resources Certification in Mexico

On August 13, 2015, CNH published a set of guidelines that governs the valuation and certification of Mexico’s reserves and the related contingency resources. Such guidelines follow the same SPE/WPC/AAPG international standards as those described with respect to the reserves and resources certification process in Argentina (see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina”). Therefore, the processes for reserves classification and certification in Mexico are similar to those described with respect to Argentina.

Economic valuation criteria established by the now extinct CNH for proved reserves also follow the SEC’s definitions in Rule 4-10(a) of Regulation S-X which establishes that selling prices considered shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first day-of-the-month price for each month within such period.

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State Oil Company

As a result of the energy reform sponsored by President Peña Nieto, Pemex was transformed from a decentralized public entity into a productive state-owned company on October 7, 2014. However, following the enactment of the Energy Reform 2025, Pemex’s status was changed from a productive state-owned company to a public state-owned company sectorized under SENER. Accordingly, Pemex remains wholly owned by the Mexican government. Moreover, the Energy Reform 2025 included the expedition of a new law governing Pemex (i.e., Ley de la Empresa Pública, Petróleos Mexicanos). Lastly, as a result of the Energy Reform 2025, Pemex’s productive subsidiaries, including Pemex-Exploración y Producción, were dissolved and merged into a single Pemex by operation of law.

Energy Reform 2025

On March 18, 2025, the Mexican Government enacted a reform of the energy sector (“Energy Reform 2025”), pursuant to which several new legislations were issued, including: (i) the Public State-Owned Company Law for CFE; (ii) the Public State-owned Company Law for Pemex; (iii) the Electric Sector Law; (iv) the Hydrocarbons Sector Law; (v) the Energy Planning and Transition Law; (vi) the Biofuels Law; (vii) the Geothermal Law; and (viii) the Mexican Energy Commission Law. In addition, amendments were adopted to: (a) the Mexican Petroleum Fund for Stabilization and Development Law (Ley del Fondo Mexicano del Petróleo para la Estabilización y el Desarrollo); (b) the Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal) and (c) the Hydrocarbons Revenue Law (Ley de Ingresos Sobre Hidrocarburos).

The Energy Reform 2025 modified the regulatory framework for the hydrocarbons and electricity sectors. It strengthened state-owned enterprises, reorganized administrative structures, promoting energy self-sufficiency, and supporting the transition to renewable energy.

Furthermore, the Energy Reform 2025 introduced a new regulatory framework for CFE and Pemex to align with their revised constitutional status as public state-owned companies. It includes special provisions addressing their budgets, debt, subsidiaries and affiliates, sustainability, and contracting practices. The Energy Reform 2025 provides that the activities of CFE and Pemex shall not be considered monopolistic and mandates the implementation of austerity measures, including the adoption of guidelines and execution programs with annual targets, financing mechanisms, and private sector participation under new regulations governing development schemes. In line with the foregoing, Pemex shall not be subject to the open access obligations applicable to the Mexican midstream industry, nor to the applicable unbundling obligations.

The Energy Reform 2025 has also entailed an administrative reorganization under which the functions of the CNH and the CRE were transferred to SENER and to a newly established authority, the CNE. In this regard, it is noteworthy that SENER now exercises regulatory authority over the E&P sector. For example, authorizations for prospecting and exploration of hydrocarbons require SENER’s prior approval. Likewise, SENER is responsible for approving the modification, cancellation, and termination of E&P Agreements, as well as the corresponding exploration and development plans.

Notably, the Energy Reform 2025 provided for the creation of the Mexican Energy Planning Council (Consejo de Planeación Energética). On December 16, 2025, the Operating Guidelines governing the Mexican Energy Planning Council and its committees were published in the Mexican Federal Official Gazette. Under such guidelines, the aforementioned council is responsible for coordinating and overseeing the national energy transition strategy, the sustainable energy use plan and the development plans for both the electricity and hydrocarbons sectors. Subsequently, on December 22, 2025, the Sectoral Energy Program was published, establishing three main objectives: strengthening energy self-sufficiency and sovereignty, promoting renewable energy and energy efficiency, and ensuring energy justice.

The new model strengthens the government’s steering role, and guides decision-making through binding planning to align public and private investments with the country’s needs. In the hydrocarbons sector, binding

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planning shall take into account, among other, the following considerations: promoting energy justice, energy transition and efficiency, sustainability, and the development of clean and renewable energies; preserving the nation’s energy sovereignty and security; providing the public with fuels of the highest quality at the lowest possible price; and incentivizing the expansion and modernization of the sector’s infrastructure.

Pursuant to the new Hydrocarbons Sector Law, Pemex has been positioned as the central player in Mexico’s exploration and production sector. As a result, upstream development is primarily expected to be carried out through Entitlements for Self-Development (Asignaciones para Desarrollo Propio) granted directly to Pemex. In addition, and on a complementary basis, Pemex may participate in certain projects through mixed schemes (Asignaciones para Desarrollo Mixto) alongside private investors, subject to non-waivable regulatory requirements, including minimum participation thresholds. Pemex is expected to retain an equity stake of at least 40%, while the private partner contributes 100% of the CAPEX and OPEX, subject to defined cost-recovery mechanisms and regulatory oversight by the Ministry of Energy and the Ministry of Finance. Under these structures, private parties may contribute technical, operational, and financial capabilities, potentially acting as operators and receiving compensation in cash or, in some cases, in kind. However, these mixed schemes have limited scope, both in terms of the number and type of projects expected to be available.

Furthermore, on October 3, 2025, additional regulations implementing the Energy Reform 2025 were published in the Mexican Federal Official Gazette, including the Regulations (Reglamento) of the Hydrocarbons Sector Law.

Lastly, pursuant to the transitional provisions of the Energy Reform 2025, the administrative provisions previously issued by the CRE and the CNH shall remain in force to the extent they do not conflict with the new laws. E&P Agreements shall remain in force and continue to be governed by their original terms and conditions, in accordance with the legal provisions in effect at the time of their granting. Permits and authorizations previously issued by the CNH, CRE, and SENER – including for hydrocarbon commercialization, import and export – shall remain valid under the terms and conditions under which they were granted.

Transportation

Before the President Peña Nieto’s energy reform, Pemex had exclusivity on certain activities such as processing, storage, transportation, distribution and marketing of petroleum products. The aforesaid energy reform allowed private sector participation in the construction and operation of oil products storage and transportation facilities. In such regard, transportation activities required a permit issued by CRE and were subject to open access principles. Pursuant to the Energy Reform 2025, the CNE shall issue the corresponding transportation permits and the open access obligations shall remain in place and applicable to the shippers, with the exception of Pemex. Moreover, the Energy Reform 2025 provides that the creation of new integrated storage and transportation systems or the addition of new infrastructure thereof shall prioritize Pemex in the capacity assignment.

Market Regulations

In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. Nonetheless, currently, sale prices of gasoline and diesel have been fully liberalized and are determined by the free market. However, in late February 2025, President Claudia Sheinbaum’s administration entered into a voluntary agreement with gas station owners in Mexico to cap the price of regular gasoline at Ps.24 per liter for an initial period of six months, which has been extended beyond 2025. Such measure aimed at alleviating financial pressures on consumers. Said agreement excludes border regions due to their unique cost structures and fiscal incentives.

The import and export of petroleum products, petrochemicals, and hydrocarbons, as well as their commercialization within Mexican territory, are regulated activities subject to permits issued by SENER and, previously, by CRE, respectively. Pursuant to the Energy Reform 2025, CRE’s functions have been partially assumed by SENER, while several downstream-related responsibilities have been transferred to the CNE. Currently, in all onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex.

111

Federal Environmental Law

The Mexican Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. In the event of intentional and unlawful action or inaction, the responsible party will be fined up to approximately 68 million Mexican Pesos for 2025. This liability regime is independent from administrative, civil or criminal liability regimes, which may be applicable depending on the performed conduct.

Environmental liability may be attributed to an entity for conduct carried out by its representatives, managers, directors, employees, or officers who are directly involved in operations. The statute of limitations to claim environmental liability is 12 years from the date of the environmental damage. The law allows the interested parties to solve disputes by means of alternative dispute resolution mechanisms, provided that public interest or third-party rights are not affected.

Mexican Judicial Reform

On September 15, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, introducing significant changes to Mexico’s judicial system (“Mexican Judicial Reform”), mandating the popular election of judges, magistrates, and Supreme Court justices. The reform prompted significant opposition from the judiciary, including nationwide judicial work strikes in 2024, which temporarily disrupted court operations. Pursuant to the reform, elections were held in June 2025 to select nine Supreme Court justices and half of all federal judges. The elected judges took office on September 2025, with the next federal judiciary elections set for June 6, 2027. .

See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.”

112

ORGANIZATIONAL STRUCTURE

The following diagram shows our main subsidiaries as of December 31, 2025:

LOGO

(1)	Assets transferred to Tango, effective on March 1, 2023.

(2)	Formerly known as Petronas E&P Argentina S.A.

PROPERTY, PLANT AND EQUIPMENT

We hold both freehold and leasehold interests, but no specific interest is individually material to us. Most of our property, consisting of oil and gas reserves, oil and gas wells and corporate office buildings are located in Argentina. In each of the countries in which we operate, the states (federal or provincial) are the exclusive owner of all hydrocarbon resources located in such country and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves.

In Argentina, the Provinces are the exclusive owners of all onshore hydrocarbon resources and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. The Provinces grant these rights through exploitation concessions. In Mexico, prior to the Energy Reform 2025, the Mexican State performed E&P activities through entitlements granted to public state-owned companies or by granting public state-owned companies or private entities, individually or under a consortium, E&P agreements. With the implementation of the Energy Reform 2025, the Mexican State may carry out E&P activities through self-development entitlements (asignaciones para desarrollo propio) or mixed development entitlements (asignaciones para desarrollo mixto) granted to Pemex, or, on an exceptional basis, through E&P agreements awarded pursuant to a public bidding process conducted by SENER. Entitlements and E&P agreements are subject to different regulatory regimes. For more information, see “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina” and “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.”

113

We are subject to several environmental laws and regulations promulgated by local and federal governments in Argentina and Mexico which may affect the utilization of the assets. In addition, other environmental issues may influence the Company’s use of property, plant and equipment. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—The oil and gas industry is subject to particular operational and economic risks.”

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-Looking Statements” and “Item 3—Key Information—Risk Factors” and the matters set forth in this annual report generally.

The following discussion is based on, and should be read in conjunction with our Audited Financial Statements and related notes contained in this annual report.

ITEM 5.A

OPERATING RESULTS

The table below presents our selected financial data as of and for each of the years in the three-year period ended December 31, 2025. Our historical results for any prior period do not necessarily indicate results to be expected for any future period.

The selected consolidated statement of comprehensive income for the years ended December 31, 2025, 2024, and 2023 and the selected consolidated statement of financial position as of December 31, 2025, and 2024, have been prepared in accordance with IFRS Accounting Standards as issued by the IASB and have been derived from our Audited Financial Statements included elsewhere in this annual report.

The entire summary financial information included in the following tables is denominated in U.S. Dollars. The financial data that has been derived from our Audited Financial Statements was prepared in accordance with IFRS Accounting Standards. For further information, see “Presentation of Information—Financial Statements and Information.”

You should read the information below in conjunction with our Audited Financial Statements, including the notes thereto, as well as the sections “Presentation of Information.”

114


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
	(in thousands of US$)
Revenue from contracts with customers		2,474,197			1,647,768			1,168,774

Cost of sales
Operating costs		(186,945	)		(116,526	)		(94,685	)
Crude oil stock fluctuation		1,046			1,720			(2,058	)
Royalties and others		(345,349	)		(243,950	)		(176,813	)
Depreciation, depletion and amortization		(738,903	)		(437,699	)		(276,430	)
Other non-cash costs related to the transfer of conventional assets		(29,016	)		(33,570	)		(27,539	)

Gross profit		1,175,030			817,743			591,249

Selling expenses		(218,072	)		(140,334	)		(68,792	)
General and administrative expenses		(147,709	)		(108,954	)		(70,483	)
Exploration expenses		(578	)		(138	)		(16	)
Other operating income		512,793			54,127			203,812
Other operating expenses		(32,382	)		(1,261	)		302
Impairment of long- lived assets		(38,252	)		4,207			(24,585	)

Operating profit		1,250,830			625,390			631,487

Income (loss) from investments in associates		(5,214	)		—			—
Interest income		10,594			4,535			1,235
Interest expense		(163,356	)		(62,499	)		(21,879	)
Other financial income (expense)		(88,183	)		23,401			(65,484	)

Financial income (expense), net		(240,945	)		(34,563	)		(86,128	)

Profit before income tax		1,004,671			590,827			545,359

Current income tax (expense)		(241,657	)		(426,288	)		(16,393	)
Deferred income tax (expense) benefit		(43,951	)		312,982			(132,011	)

Income tax (expense)		(285,608	)		(113,306	)		(148,404	)

Profit for the year, net		719,063			477,521			396,955

Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent periods
- Profit (loss) from actuarial remediation related to employee benefits		36			(10,200	)		6,565
- Deferred income tax (expense) benefit		(13	)		3,570			(2,298	)

Other comprehensive income for the year		23			(6,630	)		4,267

Total comprehensive profit for the year		719,086			470,891			401,222

Earnings per share
Basic (US$ per share):		7.015			4.979			4.237
Diluted (US$ per share):		6.707			4.633			4.000
Adjusted EBITDA⁽¹⁾		1,596,346			1,092,452			870,658
Adjusted EBITDA Margin⁽²⁾		64	%		65	%		69	%
Adjusted Net Income ⁽³⁾		339,752			193,902			491,431
ROACE ⁽⁴⁾		29	%		24	%		39	%

⁽¹⁾

We calculate Adjusted EBITDA as profit for the year, net, plus income tax expense, financial income (expense), net, depreciation, depletion and amortization, income (loss) from investments in associates, impairment of long-lived assets, gain from business combination, gain from asset disposals, restructuring expenses, gain related to the transfer of conventional assets and other non-cash costs related to the transfer of conventional assets. We present Adjusted EBITDA because we believe it provides investors with a supplemental measure of the financial performance of our core operations that facilitates period to period comparisons on a consistent basis. Our management uses Adjusted EBITDA, among other measures, for internal planning and performance measurement purposes. Adjusted EBITDA is not a measure of liquidity or operating performance under IFRS Accounting Standards and should not be construed as an alternative to net profit, operating profit, or cash flow provided by operating activities (in each case, as determined in accordance with IFRS Accounting Standards). See “Presentation of Information—Non-IFRS Financial Measures.”

⁽²⁾

We calculate Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. See “Presentation of Information—Non-IFRS Financial Measures.” If sea freight selling expenses are subtracted from revenue from contract with customers, the Adjusted EBITDA margin for the year ended December 31, 2025 is 65%. During Q4 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista. Although VEISA sells mostly on a CIF (Cost, Insurance and Freight), CFR (Cost and Freight) or DAP (Delivered At Place) basis, for consistency purposes we subtract sea freight selling expenses to consider revenues on a FOB (Free On Board) equivalent basis. For more information on VEISA, see “— Main subsidiaries”.

115

⁽³⁾

We calculate Adjusted Net Income as profit for the year, net, plus deferred income tax (expense) benefit, impairment of long-lived assets, changes in fair value of warrants, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination. We add back these six adjustments since they are non-cash items that do not reflect the fair net income generation of the Company. See “Presentation of Information—Non-IFRS Financial Measures.”

⁽⁴⁾

We calculate ROACE as Adjusted EBITDA, plus depreciation, depletion and amortization, gain related to the transfer of conventional assets, other non-cash costs related to the transfer of conventional assets and gain from business combination, divided by the sum of the average total debt and average total shareholders’ equity. For purposes of this definition, total debt is comprised of current borrowings, non-current borrowings, current lease liabilities and non-current lease liabilities. See “Presentation of Information—Non-IFRS Financial Measures.”

The following table sets forth the reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt, Adjusted Net Income and ROACE:


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
	(in thousands of US$)
Profit for the year, net		719,063			477,521			396,955
Income tax expense		285,608			113,306			148,404
Financial income (expense), net		240,945			34,563			86,128
Depreciation, depletion and amortization		738,903			437,699			276,430
Restructuring expenses		29,875			—			276
Impairment of long-lived assets		38,252			(4,207	)		24,585
Gain related to the transfer of conventional assets		—			—			(89,659	)
Other non-cash costs related to the transfer of conventional assets		29,016			33,570			27,539
Gain from business combination		(490,530	)		—			—
Income (loss) from investments in associates		5,214			—			—
Adjusted EBITDA		1,596,346			1,092,452			870,658
Revenue from contracts with customers		2,474,197			1,647,768			1,168,774
Gain from Exports Increase Program		5,378			43,911			86,173
Adjusted EBITDA Margin ⁽¹⁾		64	%		65	%		69	%

⁽¹⁾

We calculate Adjusted EBITDA Margin as the ratio of Adjusted EBITDA to revenue from contracts with customers plus Gain from Exports Increase Program. See “Presentation of Information—Non-IFRS Financial Measures.” If Sea freight selling expenses are subtracted from revenue from contract with customers, the Adjusted EBITDA margin for the year ended December 31, 2025 is 65%. During Q4 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista. Although VEISA sells mostly on a CIF (Cost, Insurance and Freight), CFR (Cost and Freight) or DAP (Delivered At Place) basis, for consistency purposes we subtract Sea freight selling expenses to consider revenues on a FOB (Free On Board) equivalent basis. For more information on VEISA, see “— Main subsidiaries”.


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
	(in thousands of US$)
Profit for the year, net		719,063			477,521			396,955
Adjustments:
(+) Deferred Income tax (expense)		43,951			(312,982	)		132,011
(+) Changes in the fair value of Warrants		—			—			—
(+) Impairment of long-lived assets		38,252			(4,207	)		24,585
(+) Gain related to the transfer of conventional assets		—			—			(89,659	)
(+) Other non-cash costs related to the transfer of conventional assets		29,016			33,570			27,539
(+) Gain from business combination		(490,530	)		—			—
Adjustments to Net Income		(379,311	)		(283,619	)		94,476
Adjusted Net Income		339,752			193,902			491,431

116

Selected Consolidated Statement of Financial Position


	As of December 31, 2025			As of December 31, 2024
Assets
Noncurrent assets
Property, plant and equipment		5,543,032			2,805,983
Goodwill		22,576			22,576
Other intangible assets		18,485			15,443
Right-of-use assets		153,283			105,333
Biological assets		15,855			10,027
Investments in associates		54,542			11,906
Trade and other receivables		373,026			205,268
Deferred income tax assets		36,514			3,565

Total noncurrent assets		6,217,313			3,180,101

Current assets
Inventories		9,457			6,469
Trade and other receivables		347,681			281,495
Cash, bank balances and other short-term investments		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		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		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		88,451			37,638
Provisions		51,513			33,058
Borrowings		2,803,982			1,402,343
Employee benefits		16,226			15,968
Income tax liability		13,964			—
Trade and other payables		292,236			—
Total noncurrent liabilities		3,565,036			1,553,405

Current liabilities
Provisions		10,800			3,910
Lease liabilities		55,452			58,022
Borrowings		350,095			46,224
Salaries and payroll taxes		35,891			32,656
Income tax liability		120,910			382,041
Other taxes and royalties		43,945			47,715
Trade and other payables		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

Dividends and Shares
Number of shares		104,299,705			95,285,453

118

Source of Revenues

Vista is principally engaged in the oil and gas E&P business. Our oil and gas operations derive revenues mainly from the production and sale of crude oil, natural gas, and NGL. During the year ended December 31, 2025, oil sales contributed 96.4% of our total revenues, natural gas sales contributed 3.4% of our total revenues and NGL sales contributed 0.2% of our total revenues. During the year ended December 31, 2024, oil sales contributed 95.5% of our total revenues, natural gas sales contributed 4.3% of our total revenues and NGL sales contributed 0.2% of our total revenues. During 2025, 2024 and 2023, most of our revenues were generated in Argentina.

Our sales volumes impact directly our results of operations. As reservoir pressure declines, production from a given well, or group of wells, in a formation decreases. Growth in our future production and reserves will depend on the development of our acreage and the corresponding capital expenditure, which will determine our ability to add proved reserves in excess of our production. Accordingly, we plan to maintain our focus on adding reserves by further drilling our shale oil acreage in Vaca Muerta. Our ability to add reserves through acquisitions is dependent on many factors, including prevailing market conditions and our ability to raise capital, obtain regulatory approvals, procure drilling rigs and personnel and successfully identify and consummate acquisitions.

Our business is inherently volatile due to the influence of external factors, such as domestic and international demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Consequently, our past financial condition, results of operations and the trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.

We sell our oil and gas to many creditworthy purchasers. Since our production is sold in the commodities market where several customers or markets are accessible to us, we do not believe the loss of any customer would have a material adverse effect on our business.

Production Results and Other Operating Data

The following table sets forth summary unaudited information about the oil and natural gas historical production volumes and other relevant operating and financial data of the assets we own in Argentina and Mexico. For the year ended December 31, 2025, the historical production volumes and other relevant operating data included below were calculated at their respective working interest percentages. The royalties and others line includes royalties and export duties. Royalties payable to Provinces have not been deducted from our net production amounts given that substantially all of our production is currently in Argentina and under Argentine law royalties constitute a production tax payable in cash (and do not give Provinces a direct interest in such production to make lifting and sales arrangements independently). Export duties and sea freight selling expenses have been deducted from the realized prices.

119


	As of the year ended December 31,
	2025		2024		2023
Net production volumes⁽¹⁾:
Oil (MMbbl)		36.5		22.1		15.8
— Argentina		36.4		21.9		15.6
— Mexico		0.1		0.2		0.2
Natural Gas (Bcf)		30.4		18.4		15.2
— Argentina		29.7		18.3		15.1
— Mexico		0.7		0.0		0.1
NGL (MMboe)		5.4		0.1		0.2
— Argentina		5.4		0.1		0.2
— Mexico		0.0		0.0		0
Total (MMboe)		42.1		25.5		18.7
— Argentina		42.0		25.3		18.4
— Mexico		0.1		0.2		0.2
Average daily net production (boe/d)		115,479		69,660		51,149
— Argentina		115,107		69,046		50,488
— Mexico		372		615		661
Average realized sales price:
Oil (US$/bbl)		62.9		69.2		66.7
Natural Gas (US$/MMBtu)		2.6		3.2		3.5
NGL (US$/tn)		395.5		324.4		351.3
Average realized sales price (US$/boe)		56.6		61.4		58.4
Average unit costs (US$/boe)⁽²⁾:
Operating costs		4.4		4.6		5.1
Royalties ⁽³⁾		6.4		7.2		6.9
Depreciation, depletion and amortization		17.5		17.2		14.8
Other data (in thousands of US$)
Operating costs		186,945		116,526		94,685
Royalties ⁽³⁾		271,665		184,441		128,723
Depreciation, depletion and amortization		738,903		437,699		276,430

⁽¹⁾

Measured based on our working interest. There was no production due to others during the applicable periods. Oil production is comprised of production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of production of propane and butane (LPG) and excludes natural gasoline.

⁽²⁾	We calculate average unit costs per boe by dividing operating costs, royalties or depreciation, depletion and amortization for the relevant period, as applicable, by average daily net production multiplied by days in each period (365 days for 2023, 366 days for 2024 and 365 days for 2025).

⁽³⁾

Measured based on our working interest. Royalties are applied to the total production of the concessions, and are calculated by applying the applicable royalty rate to the production, after discounting certain expenses in order to obtain the value of crude oil, natural gas and liquefied gas volumes at the wellhead.

120

The following table highlights certain operating data through the end of the fourth quarter of 2025:


	Three-month period ended December 31, 2025		Three-month period ended September 30, 2025		Three-month period ended June 30, 2025		Three-month period ended March 31, 2025
Average Brent Crude Oil Price (US$/bbl)⁽¹⁾		63.1		68.1		66.8		74.9
Average Medanito Crude Oil Price (US$/bbl)⁽²⁾		56.2		62.2		61.4		68.5
Average Natural Gas Price (US$/MMBtu)⁽³⁾		2.6		3.7		3.7		2.8
Net production volumes:
Oil (MMbbl)		10.88		10.09		9.30		6.27
Natural Gas (Bcf)		8.50		8.61		7.84		5.41
NGL (MMboe)		0.06		0.04		0.04		0.05
Total (MMboe)		19.45		18.73		17.19		11.73
Average realized sales price:
Oil (US$/bbl)		58.9		64.6		62.2		68.6
Natural Gas (US$/MMBtu)		1.8		3.3		2.8		2.5
NGL (US$/tn)		344		365		427		453
Lifting Cost (US$/boe)		4.7		4.7		4.5		4.3
Number of conventional wells drilled as operator		0		0		0		0
Number of shale wells drilled as operator		12		15		12		10
Revenue from contracts with customers		719,064		706,135		610,542		438,456

⁽¹⁾	Source: Bloomberg.

⁽²⁾	Light oil extracted from the Neuquina Basin. Source: Argentine Secretariat of Energy.

⁽³⁾	Source: Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3500 of the BCRA.

121

Factors Affecting our Results of Operations

Our operations are affected by a number of factors, including:

(i)

the volume of crude oil, natural gas and liquid gas we produce and sell;

(ii)

pricing dynamics and pricing regulation;

(iii)

hydrocarbon export regulations set by the Argentine and Mexican governments and domestic supply requirements;

(iv)

international and domestic prices of crude oil and oil products;

(v)

discount of our oil production to market prices;

(vi)

our capital expenditures and financing availability;

(vii)

supply chain dynamics and cost increases;

(viii)

market demand for hydrocarbon products;

(ix)

operational risks, labor strikes and other forms of public protest;

(x)

taxes, including export taxes;

(xi)

regulation of capital flows;

(xii)

exchange rates;

(xiii)

interest rates; and

(xiv)

changes to demand for hydrocarbon products and related services as the result of global trends such as conflicts, pandemics and consumer behavior.

Our business is inherently volatile due to the influence of external factors, such as domestic demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations and policies. Consequently, our past financial condition, results of operations and trends indicated by such results and financial condition may not be indicative of current or future financial conditions, results of operations or trends.

Discovery and Exploitation of Reserves

Our results of operations depend to a large extent on our level of success in the development of our shale oil acreage. While we have geological reports evaluating certain proved, contingent and prospective reserves in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercialization of oil and gas. The calculation of our geological and petrophysical estimates is complex and imprecise, which means it is possible that our future exploration or appraisal in undeveloped acreage will not result in additional discoveries, and, even if we are able to successfully make such discoveries, it is uncertain whether the discoveries will be commercially viable to produce.

Funding our capital expenditures partially relies on oil prices remaining close to, or higher than, our estimates together with other factors to generate sufficient cash flow. Low oil prices may affect our revenues, which in turn may affect our debt capacity and our capacity to remain within the leverage ratios defined in the covenants in our financing agreements, as well as our cash flow from operations. Our operations, investor confidence and share price could be adversely affected if we are not able to generate enough cash flows to fund our future operating costs and capital expenditures.

If average realized oil prices are higher than expected, we would have the ability to allocate additional capital to engage in new projects, potential acquisition opportunities and accelerate the pace of existing operations, in all cases leading to a potential increase in our oil and gas production and cash flows.

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Our operations results would be adversely affected in the event that our oil and natural gas reserves and the capital return do not meet our expectations. In addition, we focus on several factors when analyzing new investment in our blocks or potential acquisitions. As a consequence, it is uncertain whether we will focus on the development of our current assets or make any acquisitions to increase our current production and reserves. Our business, results from operations and financial condition may be materially affected if we do not deploy the necessary capital expenditures to increase the reserves of our current blocks or increase our reserves through profitable acquisition opportunities.

Availability and Reliability of Infrastructure

Our business depends on the availability and reliability of operating, gathering and treatment facilities in the areas we operate, and the expansion of midstream capacity to take hydrocarbon production to our customers. Prices, together with the availability of equipment and infrastructure, with the corresponding maintenance thereof, affect our ability to follow our investment plan to operate our business, and thus our operations results and financial condition. See “Item 4—Information on the Company—Business Overview—Transportation and Treatment.”

Contractual Obligations

Unconventional concessions have 35-year terms under the Argentine Hydrocarbons Law. To maintain our exploitation rights granted by the provincial executive branch, we are required to comply with certain investment commitments, typically related to the drilling and completion of new wells as per a project pilot approved by the provincial executive branch. These pilots must be executed within a fixed timeframe, typically between three and five years. Operating and maintenance costs may increase significantly due to adverse local or international market conditions, such as local recession, foreign exchange volatility, or high financing costs, which could hinder our ability to meet these investment commitments within the agreed timeframe on commercially reasonable terms, or at all. A substantial and unjustified failure to comply with such investment commitments could ultimately lead to the forfeiture of our exploitation rights, with the provincial executive branch declaring the expiration of the concession, which could materially impact our ability to grow our business. See “Item 5.A Operating Results—Factors Affecting our Results of Operations—Contractual Obligations.”

The Argentine and Mexican Economies

Our financial condition and results of operations depend to a significant extent on macroeconomic and political conditions prevailing from time to time in Argentina, and to a lesser extent in Mexico.

The general performance of the Argentine economy affects the demand for energy, while inflation, fluctuations in currency exchange rates and social stability affect our costs and our margins. Inflation primarily affects our business by increasing operating costs in Argentine Pesos.

The following table sets forth key economic indicators in Argentina during the periods indicated:


	2025		2024			2023			2022		2021
Real GDP (% change)⁽¹⁾		4.4		(1.3	)		(1.9	)		6.0		10.4
Nominal GDP (in millions of AR$)⁽¹⁾		847,622,873		583,909,615			192,408,248			82,810,045		46,219,084
CPI variation (in %) ⁽¹⁾		31.5		117.8			211.4			94.8		50.9
Nominal Exchange Rate (in AR$./US$ at period end) ⁽²⁾		1,459.4		1,032.5			808.5			177.1		102.8

⁽¹⁾	Source: INDEC. Preliminary and provisional data are shown as stated by INDEC.

⁽²⁾	Source: Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA.

For more information on these macroeconomic and political conditions, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments.”

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Foreign Exchange Rates

The following tables show, for the periods indicated, certain information regarding the exchange rates of the Argentine Peso to the U.S. Dollar, expressed in nominal Argentine Pesos per U.S. Dollar (according to Communication “A” 3500 of the BCRA). See “Item 10—Additional Information—Exchange Controls.”


	Average⁽¹⁾		End of Period
Year Ended December 31, 2021		95.2		102.8
Year Ended December 31, 2022		130.6		177.1
Year Ended December 31, 2023		295.2		808.5
Year Ended December 31, 2024		916.3		1,032.5
Year Ended December 31, 2025		1,262.4		1,459.4
Month Ended September 30, 2025		1,399.9		1,366.6
Month Ended October 31, 2025		1,432.0		1,443.0
Month Ended November 30, 2025		1,427.6		1,450.8
Month Ended December 31, 2025		1,447.8		1,459.4
Month Ended January 31, 2026		1,449.3		1,447.7
Month Ended February 28, 2026		1,409.7		1,409.0
Month Ended March 31, 2026		1,396.3		1,382.8

⁽¹⁾	Yearly data reflect average of month-end rates. Monthly data reflect average of day-end rates.

Source: Data in accordance with foreign exchange rate set forth in Communication “A” 3,500 issued by the BCRA.

The following tables show, for the periods indicated, certain information regarding the exchange rates of the Mexican Peso to the U.S. Dollar, expressed in nominal Mexican Pesos per U.S. Dollar (price to settle obligations published by Banco de México).


	Average⁽¹⁾		End of Period
Year Ended December 31, 2020		21.5		19.9
Year Ended December 31, 2021		20.3		20.6
Year Ended December 31, 2022		20.1		19.4
Year Ended December 31, 2023		17.7		17.0
Year Ended December 31, 2024		18.3		20.3
Year Ended December 31, 2025		19.2		17.9
Month Ended September 30, 2025		18.5		18.4
Month Ended October 31, 2025		18.4		18.4
Month Ended November 30, 2025		18.4		18.3
Month Ended December 31, 2025		18.0		18.0
Month Ended January 31, 2026		17.7		17.2
Month Ended February 28, 2026		17.2		17.2
Month Ended March 31, 2026		17.7		18.0

⁽¹⁾	Reflects average of day-end rates.

Sources: Banco de México

Most of our sales are directly denominated in U.S. Dollars or indexed to the U.S. Dollar. We collect a significant portion of our revenues in Argentine Pesos pursuant to prices which are indexed to the U.S. Dollar, mainly revenues resulting from the sale of crude oil and natural gas, which sales are invoiced in U.S. Dollars using the U.S. Dollar/Argentine Peso exchange rate as of the date of issuance of the invoice payable within a 15- to 57-day payment period. However, our invoices are subject to adjustment to the prevailing U.S. Dollar/Argentine Peso exchange rate in effect as of the date of payment. Any significant increase in the Argentine Peso price as a result of a decline in the Argentine Peso/U.S. Dollar exchange rate could lead to decreased sales volumes as a result of increases in the effective price in Argentine Pesos paid by our customers for natural gas and crude oil. We are exposed to the risk that purchasers of our natural gas and crude oil may be unable to pay amounts owed to us following a material devaluation of the Argentine Peso.

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Argentine Foreign Exchange Regulations

Since September 1, 2019, successive Argentine governments have reinstated foreign exchange controls with the purpose of strengthening the normal functioning of the economy, fostering a prudent administration of the exchange market, reducing the volatility of financial variables, and containing the impact of the variations of financial flows on the real economy. Following the change in administration in December 2023, President Javier Milei’s government adopted a new macroeconomic program focused on eliminating the fiscal deficit, significantly reducing monetary issuance and deregulating broad segments of the economy. Within this context, several measures have been implemented to gradually ease certain foreign exchange restrictions. While the current administration has publicly stated its intention to fully lift foreign exchange controls, as of the date hereof no comprehensive regulatory framework, official roadmap or binding timeline for the complete removal of such controls has been formally announced, and foreign exchange regulations remain in force. See “Item 10—Additional Information and Exchange Controls.”

The value of the Argentine Peso compared to other currencies depends, among other factors, on the level of international reserves held by the BCRA, which have also shown significant fluctuations in recent years, as well as on the fiscal and monetary policies adopted by the Argentine government. The Argentine macroeconomic environment, in which we operate, was affected by the continuous depreciation of the Argentine Peso, which in turn had a direct impact on our financial and economic position. See “Item 3—Key Information—Risk Factors—Detailed Risks Related to our Company—We are exposed to foreign exchange risks related to our operations in Argentina and Mexico.”

Policy and Regulatory Developments in Argentina and Mexico

The Argentine and Mexican oil and gas industry have been subject to reforms during the past five years and there can be no assurance that future reforms or reversal of existing ones will not have an adverse impact on our revenues and results of operations. Our business is, to a large extent, dependent upon regulatory conditions prevailing in the countries in which we operate and our results of operations may be materially and adversely affected by regulatory changes in these countries. Additionally, the regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability.

For more information regarding policy and regulatory developments relating to the oil and gas industry in Argentina, see “Item 4—Information on the Company—Industry and Regulatory Overview—Argentina’s Oil and Gas Industry Overview.” For more information regarding policy and regulatory developments relating to the oil and gas industry in Mexico, see “Item 4—Information on the Company—Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview.”

Seasonality

Although there is some historical seasonality to the prices that we are paid for our production, seasonality does not play a significant role in our ability to conduct our operations, including drilling and completion activities as planned in our budgets. For example, seasonal demand behavior during winter and autumn affects the prices that we receive for our production. However, the impact of such seasonality has historically not been material.

Deferred Income Tax

Under IFRS Accounting Standards, the difference between the book value of property, plant and equipment (measured in U.S. Dollars, our functional currency) and the tax basis of such property, plant and equipment (which tax basis is expressed in Argentine Pesos or Mexican Pesos, as applicable, and may not be re-valued due to foreign exchange fluctuations under applicable tax laws) is a temporary difference to be considered in the calculation of deferred income tax. For more information, see Note 2.4.14 to our Audited Financial Statements. In addition to property, plant and equipment, we recognize deferred tax assets with respect to the temporary difference between the accounting and tax basis of the well plugging and abandonment provisions relating to our oil and gas properties.

On December 29, 2017, the Argentine government enacted Law No. 27,430 which introduced several changes to the Argentine income tax regime as well as to other federal taxes. Pursuant to Law No. 27,430 the income tax rate for Argentine companies would be gradually reduced from 35% to 30% commencing on tax periods initiated after January 1, 2018 and through December 31, 2019, and to 25% commencing on tax periods initiated after January 1, 2020

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(an additional income tax withholding on actual or presumed dividend distributions to Argentine resident individuals or to foreign resident shareholders was also enacted at a 7% and 13% rate, respectively, so that an aggregate 35% tax burden is completed). On December 23, 2019, the Solidarity Law was published in the Argentine Official Gazette, providing –among many other federal tax aspects, including the creation of the so-called “PAIS Tax”- the suspension of the application of the 25% corporate tax rate for one tax period. Pursuant to further clarifications unofficially made by the Argentine tax authorities, the 25% corporate tax rate (coupled with the 13% income tax withholding on actual or presumed dividend distributions of profits) would be applicable as of tax periods initiated after January 1, 2021. Through Law No. 27,630, the income tax rate applicable to Argentine companies is again modified, establishing a progressive tax rate system with a rate of 25% to 35% based on the accumulated net taxable income and a 7% withholding applicable to any distribution of dividends or profits made by such entities to individuals’ resident in Argentina and to beneficiaries abroad, regardless of the tax period in which such dividends or profits are made available to the shareholders. These amendments are applicable to tax periods beginning on or after January 1, 2021. Despite these changes, there are many transactions and calculations for which the ultimate tax determination is still uncertain. We recognize liabilities for potential tax claims based on estimates of whether additional taxes will be due in the future. For more information, see Note 2.4.14 to our Audited Financial Statements.

Depreciation, Depletion and Amortization

IFRS Accounting Standards requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, among other line times, relating to our oil and gas properties. Actual results could differ from such estimates. Depreciation, depletion and amortization rates can fluctuate as a result of development costs, acquisitions, impairments, as well as changes in proved reserves or proved developed reserves. For more information, see Notes 2.4.2 and 2.4.4 of our Audited Financial Statements.

Oil and Gas Market Conditions

The oil and gas industry is cyclical, and commodity prices are highly volatile. Following the oil price crash during the COVID-19 pandemic, global oil prices returned to pre-pandemic levels by early 2022. In the first half of 2022, Brent crude oil prices increased, driven by the ongoing conflict between Russia and Ukraine, which led to sanctions from several countries, including the United States and European Union member states. These sanctions raised concerns about global energy supply, as Russia was the world’s third-largest oil producer and the second-largest oil exporter. As a result, Brent crude oil prices rose from US$77.8/bbl on December 31, 2021, to US$85.9/bbl on December 31, 2022, with an annual average of US$99.0/bbl, representing a 39% increase year-over-year.

During 2023, oil demand growth was lower than expected due to weaker economic growth and rising interest rates, leading to a decline in Brent crude oil prices from US$85.9/bbl on December 31, 2022, to US$77.0/bbl on December 31, 2023, with an annual average of US$82.3/bbl, a 17% decrease year-over-year.

During 2024, oil demand growth remained below expectations. Combined with stronger non-OPEC supply growth, this contributed to a further decline in Brent crude oil prices from US$77.0/bbl on December 31, 2023, to US$74.6/bbl on December 31, 2024, with an annual average of US$79.8/bbl, representing a 3% decrease year-over-year.

During 2025, oil demand growth decelerated compared to 2024. Combined with stronger supply growth, this has contributed to a further decline in Brent crude oil prices from US$74.6/bbl on December 31, 2024 to US$ 60.9/bbl on December 31, 2025, with an average of US$ 68.2/bbl for the period, representing a 15% decrease compared to 2024.

It is likely that commodity prices will continue to fluctuate due to global supply and demand, inventory supply levels, weather conditions, geopolitical and other factors. Additionally, the oil and gas industry is subject to a number of operational trends, some of which affect the basins where we operate. Oil and gas companies are increasingly utilizing new techniques to lower drilling costs and increase efficiency of operations.

The operating results and cash flows of our business are susceptible to risks related to the volatility of international oil prices. Due to regulatory, economic and government policy factors, oil prices in Argentina in the past have lagged behind the prevailing prices in the international market. Furthermore, Argentina’s government has imposed export duties and other restrictions on exports in the past that have prevented companies from benefiting

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from the full increase in international oil prices. During 2022, the average annual Brent crude oil price stood at US$99.0/bbl, and our average realization price was US$72.2/bbl, 27% below the average annual Brent crude oil price and 22% below export parity for Medanito oil price, which stood at US$92.7/bbl. During 2023, the average annual Brent crude oil price stood at US$82.3/bbl, and our average realization price was US$66.7/bbl, 19% below the average annual Brent crude oil price and 7% below export parity for Medanito oil price, which stood at US$72.0/bbl. During 2024, the difference between our average realized price and export parity for Medanito oil narrowed to 2%. Subsequently, by year-end of 2025, this difference was reduced to zero.

The price of natural gas in Argentina has been regulated by a series of government measures intended to ensure domestic supply at affordable prices for end consumers. Therefore, gas producers can elect to sell natural gas to distribution companies in the regulated market at prices established by the relevant authorities. During the year ended December 31, 2025, we sold 13.7 million MMBtu to the regulated internal market under Plan GasAr. Alternatively, gas producers can also (or only) sell their surplus gas production on the deregulated market, either in Argentina or potentially, and subject to meeting certain requirements, through exports. Historically, gas prices in the regulated market have lagged the deregulated and regional market prices. However, this has been reverted since 2023. During the year ended December 31, 2025, our average realization price in the regulated market (i.e., Plan GasAr) was US$2.5/MMBtu and our average realization price in the domestic deregulated market (i.e., sales to industrial clients) was US$1.0/MMBtu.

The following table highlights the quarterly average price trends for crude oil and natural gas in U.S. Dollars for the periods presented:


	2025								2024		2023		2022		2021		2020		2019		2018
	Q4		Q3		Q2		Q1		2024		2023		2022		2021		2020		2019		2018
Average Brent Crude Oil Price (per bbl)⁽¹⁾		63.1		68.1		66.8		74.9		79.8		82.3		99.0		71.0		43.2		43.2		71.7
Average Medanito Crude Oil Price (per bbl)⁽²⁾		56.2		62.2		61.4		68.5		68.4		60.8		67.1		53.1		40.6		54.0		65.0
Average Natural Gas Price (per MMBtu)⁽³⁾		2.6		3.9		3.7		2.8		3.2		3.4		3.2		2.9		2.3		3.4		4.4

⁽¹⁾	Source: Bloomberg.

⁽²⁾	Light oil extracted from the Neuquina Basin. Source: Argentine Secretariat of Energy.

⁽³⁾	Source: Argentine Secretariat of Energy and US$/AR$ exchange rate according to Communication “A” 3,500 of the BCRA.

A sustained drop in oil, natural gas and NGL prices may not only decrease our revenues but may also reduce the amount of oil, natural gas and NGL that we can produce economically and therefore potentially lower our oil, natural gas and NGL reserve quantities.

Results of Operations

The following discussion relates to certain financial and operating data for the periods and years indicated. You should read this discussion in conjunction with our Audited Financial Statements and the accompanying notes thereto. We measure our performance by our profit for the year or for the period, gross profit and operating profit and use these metrics to make decisions about allocating resources and to evaluate our financial performance.

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Year ended December 31, 2025 compared to year ended December 31, 2024


	Year ended December 31, 2025						Year ended December 31, 2024
	(in thousands of US$ except per share data)			(% of revenues)			(in thousands of US$ except per share data)			(% of revenues)
Revenue from contract with customers		2,474,197			100	%		1,647,768			100	%
Cost of sales		(1,299,167	)		(53	)%		(830,025	)		(50	)%
Gross profit		1,175,030			47	%		817,743			50	%
Selling expenses		(218,072	)		(9	)%		(140,334	)		(9	)%
General and administrative expenses		(147,709	)		(6	)%		(108,954	)		(7	)%
Exploration expenses		(578	)		(0	)%		(138	)		(0	)%
Other operating income		512,793			21	%		54,127			3	%
Other operating expenses		(32,382	)		(1	)%		(1,261	)		0	%
Impairment of long- lived assets		(38,252	)		(2	)%		4,207			0	%
Operating profit		1,250,830			51	%		625,390			38	%
Income (loss) from investments in associates		(5,214	)		(0	)%		—			0	%
Interest income		10,594			0	%		4,535			0	%
Interest expense		(163,356	)		(7	)%		(62,499	)		(4	)%
Other financial income (expense)		(88,183	)		(4	)%		23,401			1	%
Financial income (expense), net		(240,945	)		(10	)%		(34,563	)		(2	)%
Profit before income tax		1,004,671			41	%		590,827			36	%
Current income tax (expense)		(241,657	)		(10	)%		(426,288	)		(26	)%
Deferred income tax (expense) benefit		(43,951	)		(2	)%		312,982			19	%
Income tax (expense)		(285,608	)		(12	)%		(113,306	)		(7	)%
Profit for the year, net		719,063			29	%		477,521			29	%
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods
Profit (loss) from actuarial remediation related to employee benefits		36			0	%		(10,200	)		(1	)%
Deferred income tax benefit (expense)		(13	)		(0	)%		3,570			0	%
Other comprehensive income for the year		23			0	%		(6,630	)		0	%
Total comprehensive profit for the year		719,086			29	%		470,891			29	%
Earnings per share
Basic (US$ per share):		7.015			N/A			4.979			N/A
Diluted (US$ per share):		6.707			N/A			4.633			N/A

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Revenue from contracts with customers

The detail of our revenues from contracts with customers is the following:


Types of goods	For the year ended December 31, 2025		For the year ended December 31, 2024
Revenues from crude oil sales		2,384,912		1,573,069
Revenues from natural gas sales		83,104		71,756
Revenues from NGL sales		6,181		2,943
Revenue from contracts with customers		2,474,197		1,647,768

Total revenue from contracts with customers increased to US$2,474.2 million during the year ended December 31, 2025, compared to US$1,647.8 million during the year ended December 31, 2024. Such increase was mainly driven by higher oil and gas production, boosted by the La Amarga Chica Acquisition, partially offset by lower oil and gas realized prices. Total revenue from contracts with customers for the year ended December 31, 2025, was impacted by sea freight selling expenses incurred by VEISA, our subsidiary that started operations during the fourth quarter of 2025, and transferred to customers through pricing. Sea freight selling expenses were US$29.8 million for the year ended December 31, 2025.

Revenues from crude oil increased to US$2,384.9 million during the year ended December 31, 2025, compared to US$1,573.1 million during the year ended December 31, 2024, which represented 96% and 95% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by an increase in oil sales volumes of 66%, boosted by the La Amarga Chica Acquisition, partially offset a decrease in realized crude oil price of 9% year-over-year. Revenues from crude oil for the year ended December 31, 2025 were impacted by sea freight selling expenses incurred by VEISA and transferred to customers through pricing. Sea freight selling expenses were US$29.8 million for the year ended December 31, 2025.

Total volume of crude oil sold increased to 36.3 MMbbl during the year ended December 31, 2025, compared to 21.9 MMbbl during the year ended December 31, 2024. Such increase was mainly driven by a 66% oil production growth year-over-year, which in turn resulted from (i) 50 shale oil wells tied in in our operated blocks during the year ended December 31, 2025 and (ii) additional production incorporated through the La Amarga Chica Acquisition (La Amarga Chica currently has 149 net wells on production).

Average realized crude oil sales prices decreased to US$62.9/bbl during the year ended December 31, 2025, compared to US$69.2/bbl during the year ended December 31, 2024. Such decrease was mainly driven by a 15% decrease in Brent price.

In 2025, 22.2 MMbbl of crude oil, or 61% of total crude oil volumes, were sold to export markets for a total revenue of US$1,494.5 million, which, net of Sea freight selling expenses of US$29.8 million and export duties of US$73.7 million, amounted to US$1,391.0 million. In 2024, 10.6 MMbbl of crude oil, or 49% of total crude oil volumes, were sold to export markets for a total revenue of US$807.5 million, which, net of export duties of US$59.6 million, amounted to US$748.0 million. Combining sales to international and domestic markets, 98% of our sales were conducted at export parity prices, an increase from 68% in 2024.

Revenues from natural gas increased to US$83.1 million during the year ended December 31, 2025, compared to US$71.8 million during the year ended December 31, 2024, which represented 3% and 4% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by a 41% increase in natural gas sales volumes and partially offset by an 18% decrease in realized natural gas prices.

Total volume of natural gas sold increased to 5.5 MMboe during the year ended December 31, 2025, compared to 3.9 MMboe during the year ended December 31, 2024.

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The average realized natural gas sales price was US$2.6/MMBtu during the year ended December 31, 2025, an 18% decrease compared to US$3.2/MMBtu during the year ended December 31, 2024. Such decrease was mainly driven by lower prices, both in the domestic and international markets.

Revenues from NGL increased to US$6.2 million during the year ended December 31, 2025, compared to US$2.9 million during the year ended December 31, 2024, which represented less than 1% of our total revenue from contracts with customers during both periods.

During the year ended December 31, 2025, 99.7% of our revenue was generated by our oil and gas properties in Argentina, compared to 99% during the year ended December 31, 2024.

Cost of Sales


	For the year ended December 31, 2025			For the year ended December 31, 2024
	(in thousands of US$)
Operating costs		(186,945	)		(116,526	)
Crude oil stock fluctuation		1,046			1,720
Royalties and others		(345,349	)		(243,950	)
Depreciation, depletion and amortization		(738,903	)		(437,699	)
Other non-cash costs related to the transfer of conventional assets		(29,016	)		(33,570	)
Cost of sales		(1,299,167	)		(830,025	)

Cost of sales increased to US$1,299.2 million during the year ended December 31, 2025, compared to US$830.0 million during the year ended December 31, 2024. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, royalties and others, depreciation, depletion and amortization, and other non-cash costs related to the transfer of conventional assets.

Operating costs increased to US$186.9 million during the year ended December 31, 2025, compared to US$116.5 million during the year ended December 31, 2024, which represented 14% of our total cost of sales during both periods. Operating costs per produced barrel decreased to US$4.4/boe during the year ended December 31, 2025, from US$4.6/boe during the year ended December 31, 2024, reflecting the benefits of a larger scale and continuous focus on efficiency.

The crude oil stock fluctuation decreased to a gain of US$1.0 million during the year ended December 31, 2025, compared to a gain of US$1.7 million during the year ended December 31, 2024. The gain during 2025 was driven by the increase in crude oil stock at the end of the period.

Royalties and others increased to US$345.3 million during the year ended December 31, 2025, compared to US$244.0 million during the year ended December 31, 2024, which represented 27% and 29% of our total cost of sales, respectively. This increase was primarily driven by the above-mentioned increase in crude oil production.

Depreciation, depletion and amortization increased to US$738.9 million during the year ended December 31, 2025, compared to US$437.7 million during the year ended December 31, 2024, which represented 57% and 53% of our total cost of sales, respectively. This increased was primarily driven by higher capital expenditures and total production in 2025 compared to 2024.

Other non-cash costs related to the transfer of conventional assets was US$29.0 million during the year ended December 31, 2025, compared to US$33.6 million during the year ended December 31, 2024, which represented 2% and 4% of our total cost of sales, respectively. These non-cash were mainly related to the Conventional Assets Transaction.

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Gross Profit

Gross profit increased to US$1,175.0 million during the year ended December 31, 2025, compared to US$817.7 million during the year ended December 31, 2024, which represented 47% and 50% of our total revenue from contracts with customers, respectively.

Selling Expenses

Selling expenses were US$218.1 million during the year ended December 31, 2025, compared to US$140.3 million during the year ended December 31, 2024, which represented 9% of our total revenue from contracts with customers during both periods. Selling expenses for the year ended December 31, 2025, include US$29.8 million of Sea freight selling expenses, which were incurred by VEISA (and an equivalent amount was collected as revenues by VEISA from its customers), our subsidiary that started operations during the fourth quarter of 2025.

Excluding Sea freight selling expenses, selling expenses per produced barrel decreased to US$4.5/boe during the year ended December 31, 2025, from US$5.5/boe during the year ended December 31, 2024, mainly driven by the elimination of trucking as of the end of Q1 2025, as the Oldelval Duplicar pipeline became online.

General and Administrative Expenses

General and administrative expenses increased to US$147.7 million during the year ended December 31, 2025, compared to US$109.0 million during the year ended December 31, 2024, which represented 6% and 7% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of share-based payments, fees and compensation for services and an increase of salaries and payroll taxes.

Exploration Expenses

Exploration expenses increased to US$0.58 million during the year ended December 31, 2025, compared to US$0.14 million during the year ended December 31, 2024.

Other Operating Income

Other operating income increased to US$512.8 million during the year ended December 31, 2025, compared to US$54.1 million during the year ended December 31, 2024. This increase was mainly driven by the gain from the La Amarga Chica Acquisition.

Other Operating Expenses

Other operating expenses increased to a loss of US$32.4 million during the year ended December 31, 2025, compared to a loss of US$1.3 million during the year ended December 31, 2024.

Impairment of Long-lived Assets

Impairment of long-lived assets resulted in a loss of US$38.3 million during the year ended December 31, 2025, related to the submission of a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation to the date of issuance of this annual report. Impairment of long-lived assets resulted in a gain of US$4.2 million during the year ended December 31, 2024.

Operating Profit

Operating profit increased to US$1,250.8 million during the year ended December 31, 2025, compared to US$625.4 million during the year ended December 31, 2024, which represented 51% and 38% of our total revenue from contracts with customers, respectively.

131

Income (loss) from Investments in Associates

Income (loss) from Investments in Associates was US$5.2 million during the year ended December 31, 2025, compared to nil during the year ended December 31, 2024. This loss was mainly related to investments in VMOS. See “Item 4—Information on the Company—Business Overview—Vaca Muerta Oleoducto Sur Project.”

Interest Income

Interest income increased to US$10.6 million during the year ended December 31, 2025, compared to US$4.5 million during the year ended December 31, 2024.

Interest Expense

As of December 31, 2025, the interest income (expense) increased to US$163.4 million from US$62.5 million for the year ended December 31, 2024. This increase was primarily due to higher financial interests.

Other Financial Income (Expense)

Other financial results totaled a loss of US$88.2 million for the year ended December 31, 2025, compared to a gain of US$23.4 million for the year ended December 31, 2024. This change was primarily driven by accrued interest related to taxes and discount of assets and liabilities at present value.

Profit Before Income Taxes

Profit before income taxes totaled US$1,004.7 million during the year ended December 31, 2025, compared to US$590.8 million during the year ended December 31, 2024.

Income Tax expense

Our income tax expenses totaled US$285.6 million during the year ended December 31, 2025, compared to US$113.3 million during the year ended December 31, 2024. This change was primarily driven by higher profit for the year.

Profit for the year, net

During the year ended December 31, 2025, the profit for the year net totaled US$719.1 million, compared to US$477.5 million during year ended December 31, 2024.

132

Year ended December 31, 2024 compared to year ended December 31, 2023


	Year ended December 31, 2024						Year ended December 31, 2023
	(in thousands of US$ except per share data)			(% of revenues)			(in thousands of US$ except per share data)			(% of revenues)
Revenue from contract with customers		1,647,768			100	%		1,168,774			100	%
Cost of sales		(830,025	)		(50	)%		(577,525	)		(49	)%
Gross profit		817,743			50	%		591,249			51	%
Selling expenses		(140,334	)		(9	)%		(68,792	)		(6	)%
General and administrative expenses		(108,954	)		(7	)%		(70,483	)		(6	)%
Exploration expenses		(138	)		(0	)%		(16	)		(0	)%
Other operating income		54,127			3	%		203,812			17	%
Other operating expenses		(1,261	)		0	%		302			0	%
Reversal (impairment) of long- lived assets		4,207			0	%		(24,585	)		(2	)%
Operating profit		625,390			38	%		631,487			54	%
Interest income		4,535			0	%		1,235			0	%
Interest expense		(62,499	)		(4	)%		(21,879	)		(2	)%
Other financial income (expense)		23,401			1	%		(65,484	)		(6	)%
Financial income (expense), net		(34,563	)		(2	)%		(86,128	)		(7	)%
Profit before income tax		590,827			36	%		545,359			47	%
Current income tax (expense)		(426,288	)		(26	)%		(16,393	)		(1	)%
Deferred income tax (expense)		312,982			19	%		(132,011	)		(11	)%
Income tax (expense)		(113,306	)		(7	)%		(148,404	)		(13	)%
Profit for the year, net		477,521			29	%		396,955			34	%
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit or (loss) in subsequent periods
(Loss) profit from actuarial remediation related to employee benefits		(10,200	)		(1	)%		6,565			1	%
Deferred income tax benefit (expense)		3,570			0	%		(2,298	)		(0	)%
Other comprehensive income for the year		(6,630	)		0	%		4,267			0	%
Total comprehensive profit for the year		470,891			29	%		401,222			34	%
Earnings per share
Basic (In US$ per share):		4.979			N/A			4.237			N/A
Diluted (In US$ per share):		4.633			N/A			4.000			N/A

133

Revenue from contracts with customers

The detail of our revenues from contracts with customers is the following:


Types of goods	For the year ended December 31, 2024		For the year ended December 31, 2023
Revenues from crude oil sales		1,573,069		1,097,316
Revenues from natural gas sales		71,756		67,290
Revenues from NGL sales		2,943		4,168
Revenue from contracts with customers		1,647,768		1,168,774

Total revenue from contracts with customers increased to US$1,647.8 million during the year ended December 31, 2024, compared to US$1,168.8 million during the year ended December 31, 2023. Such increase was mainly driven by oil production growth.

Revenues from crude oil increased to US$1,573.1 million during the year ended December 31, 2024, compared to US$1,097.3 million during the year ended December 31, 2023, which represented 96% and 94% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by an increase in oil sales volumes of 39% and an increase in realized crude oil price of 4% year-over-year.

Total volume of crude oil sold increased to 21.9 MMbbl during the year ended December 31, 2024, compared to 15.7 MMbbl during the year ended December 31, 2023, mainly driven by a 36% production growth year-over-year, which in turn resulted from 50 shale oil wells tied-in during 2024, increasing the total number of cumulative shale wells tied-in to 149 at year-end. This activity boosted oil production, which increased 39% year-over-year during 2024.

Average realized crude oil sales prices increased to US$69.2/bbl during the year ended December 31, 2024, compared to US$66.7/bbl during the year ended December 31, 2023. Such increase was mainly driven by a 12% increase in domestic prices (including 37% of domestic volumes sold at export parity prices, up from 9% during 2023) and partially offset by a decrease in export prices of 2%.

In 2024, 10.6 MMbbl of crude oil, or 49% of total crude oil volumes, were sold to export markets for a total revenue of US$807.5 million, which, net of export duties of US$59.5 million, amounted to US$748.0 million. In 2023, 8.2 MMbbl of crude oil, or 52% of total crude oil volumes, were sold to export markets for a total revenue of US$642.2 million, which, net of export duties of US$48.4 million, amounted to US$593.8 million. Combining sales to international and domestic markets, 68% of our sales were conducted at export parity prices, an increase from 57% in 2023.

Revenues from natural gas increased to US$71.8 million during the year ended December 31, 2024, compared to US$67.3 million during the year ended December 31, 2023, which represented 4% and 6% of our total revenue from contracts with customers, respectively. Such increase was primarily driven by a 17% increase in natural gas sales volumes and partially offset by a 9% decrease in realized natural gas prices.

Total volume of natural gas sold increased to 3.9 MMboe during the year ended December 31, 2024, compared to 3.3 MMboe during the year ended December 31, 2023.

The average realized natural gas sales price was US$3.2/MMBtu during the year ended December 31, 2024, a 9% decrease compared to US$3.5/MMBtu during the year ended December 31, 2023. Such decrease was mainly driven by lower prices to industrial customers at US$1.9/MMBtu in 2024, compared to US$2.3/MMBtu in 2023.

Revenues from NGL decreased to US$2.9 million during the year ended December 31, 2024, compared to US$4.2 million during the year ended December 31, 2023, which represented less than 1% of our total revenue from contracts with customers during both periods.

134

During the year ended December 31, 2024, 99% of our revenue was generated by our oil and gas properties in Argentina, as well as during the year ended December 31, 2023.

Cost of Sales


	For the year ended December 31, 2024			For the year ended December 31, 2023
	(in thousands of US$)
Operating costs		(116,526	)		(94,685	)
Crude oil stock fluctuation		1,720			(2,058	)
Depreciation, depletion and amortization		(437,699	)		(276,430	)
Royalties and others		(243,950	)		(176,813	)
Other non-cash costs related to the transfer of conventional assets		(33,570	)		(27,539	)
Cost of sales		(830,025	)		(577,525	)

Cost of sales increased to US$830.0 million during the year ended December 31, 2024, compared to US$577.5 million during the year ended December 31, 2023. Total cost of sales included operating costs, fluctuations in the inventory of crude oil, depreciation, depletion and amortization, royalties and others, and other non-cash costs related to the transfer of conventional assets.

Operating costs increased to US$116.5 million during the year ended December 31, 2024, compared to US$94.7 million during the year ended December 31, 2023, which represented 14% and 16% of our total cost of sales, respectively. Operating costs per produced barrel decreased to US$4.6/boe during the year ended December 31, 2024, from US$5.1/boe during the year ended December 31, 2023. This decrease was primarily driven by the dilution of fixed costs due to production growth and partially offset by inflation in U.S. Dollars impacting Argentine Peso-denominated expenditures.

The crude oil stock fluctuation increased to a gain of US$1.7 million during the year ended December 31, 2024, compared to a loss of US$2.1 million during the year ended December 31, 2023. This was primarily due to the increase in crude oil stock at the end of the period.

Depreciation, depletion and amortization increased to US$437.7 million during the year ended December 31, 2024, compared to US$276.4 million during the year ended December 31, 2023, which represented 53% and 48% of our total cost of sales, respectively. This increase was primarily driven by higher capital expenditures and total production in 2024 compared to 2023.

Royalties and others increased to US$244.0 million during the year ended December 31, 2024, compared to US$176.8 million during the year ended December 31, 2023, which represented 29% and 31% of our total cost of sales, respectively. This increase was primarily driven by the above-mentioned increase in crude oil production and prices.

Other non-cash costs related to the transfer of conventional assets was US$33.6 million during the year ended December 31, 2024, compared to US$27.5 million during the year ended December 31, 2023, which represented 4% and 5% of our total cost of sales, respectively. These non-cash were mainly related to the Conventional Assets Transaction.

Gross Profit

Gross profit increased to US$817.7 million during the year ended December 31, 2024, compared to US$591.2 million during the year ended December 31, 2023, which represented 50% and 51% of our total revenue from contracts with customers, respectively.

Selling Expenses

Selling expenses increased to US$140.3 million during the year ended December 31, 2024, compared to US$68.8 million during the year ended December 31, 2023, which represented 9% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by an increase of 167% in transport costs due to a higher amount of crude oil volumes transported by trucks in 2024 compared to 2023.

135

General and Administrative Expenses

General and administrative expenses increased to US$109.0 million during the year ended December 31, 2024, compared to US$70.5 million during the year ended December 31, 2023, which represented 7% and 6% of our total revenue from contracts with customers, respectively. This increase was primarily driven by a 61% increase in salaries and payroll taxes, a 51% increase in share-based payments and a 414% increase in taxes, rates and contributions, in all cases during 2024 compared to 2023.

Exploration Expenses

Exploration expenses increased to US$0.14 million during the year ended December 31, 2024, compared to US$0.02 million during the year ended December 31, 2023.

Other Operating Income

Other operating income decreased to US$54.1 million during the year ended December 31, 2024, compared to US$203.8 million during the year ended December 31, 2023. This decrease was mainly driven by (i) no gains related to the Conventional Assets Transaction in 2024, compared to US$89.7 million in 2023, (ii) US$36.0 million of lower gains from the Exports Increase Program, and (iii) US$24.4 million lower gains related to the gain from the Farm-out Agreements with Trafigura.

Other Operating Expenses

Other operating expenses resulted in a loss of US$1.3 million during the year ended December 31, 2024, compared to a gain of US$0.3 million during the year ended December 31, 2023.

Impairment of Long-lived Assets

Impairment of long-lived assets resulted in a gain of US$4.2 million during the year ended December 31, 2024, related to the concessions CS-01 in Mexico, compared to a loss of US$24.6 million during the year ended December 31, 2023.

Operating Profit

Operating profit decreased to US$625.4 million during the year ended December 31, 2024, compared to US$631.5 million during the year ended December 31, 2023, which represented 38% and 54% of our total revenue from contracts with customers, respectively.

Interest Income

Interest income increased to US$4.5 million during the year ended December 31, 2024, compared to US$1.2 million during the year ended December 31, 2023.

Interest Expense

As of December 31, 2024, the interest expense increased to US$62.5 million from US$21.9 million for the year ended December 31, 2023. This increase was primarily due to new debt issuances at a higher interest rate.

Other Financial Results

Other financial results totaled a gain of US$23.4 million for the year ended December 31, 2024, compared to a loss of US$65.5 million for the year ended December 31, 2023. This change was primarily driven by the remeasurement of borrowings arising from financial liabilities incurred in Argentina, adjusted by the reference stabilization ratio (“UVA”), recorded in 2023, and a 156% decrease in other financial results, partially offset by a 102% increase in net foreign exchange rate changes.

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ITEM 5.B

LIQUIDITY AND CAPITAL RESOURCES

Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including:

•

changes in oil, natural gas and liquid gas prices and our ability to generate cash flows from our operations;

•

our capital expenditure requirements; and

•

the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness.

On August 15, 2017, we completed our US$650 million initial global offering of 65,000,000 series A shares and 65,000,000 warrants exercisable for such series A shares (“Warrants”), generating net proceeds to us, after offering expenses, of US$640 million. The series A shares and warrants issued pursuant to our initial global offering are listed on the Mexican Stock Exchange.

As of the date of this annual report, there are no outstanding warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “Item 10—Additional Information—Memorandum and Articles of Association—Warrants.”

Concurrently with our initial global offering, Vista Sponsor Holdings, L.P. and the Executive Team purchased a total of 29,680,000 warrants exercisable for series A shares in a private placement (“Sponsor Warrants”), generating gross proceeds to us of US$14,840,000. The Sponsor Warrants were identical to and fungible with the Warrants. As of the date of this annual report, there are no outstanding Sponsor Warrants as a result of the automatic exercise of all outstanding warrants on a cashless basis. See “Item 10—Additional Information—Memorandum and Articles of Association—Warrants.”

On April 4, 2018, the date we consummated our acquisition of certain assets from Pampa and Pluspetrol Resources Corporation:

•

we entered into a bridge loan agreement (“Bridge Loan”) with Citibank, N.A., Credit Suisse AG Cayman Islands Branch and Morgan Stanley Senior Funding, Inc. in an aggregate principal amount equal to US$260.0 million, maturing on February 11, 2019, bearing interest at a variable rate between 3.25% and 5%. The Bridge Loan was prepaid in full on or about July 19, 2018 with the proceeds of the Credit Agreement.

•

approximately 31.29% of holders of series A shares exercised their redemption rights, as a result of which 20,340,685 series A shares were redeemed for an amount of US$204.6 million. The holders of remaining series A shares were capitalized net of the deferred offering expenses paid to the underwriters in our initial global offering for an amount of US$442.5 million, and

•

we obtained from a private placement transaction a capital contribution of US$95,000,000 representing 9,500,000 series A shares that were paid in.

For more information on this acquisition, please see “Presentation of Information—The Initial Business Combination” in Vista’s annual report on Form 20-F filed with the SEC on April 30, 2020.

In July 2019, we completed a global offering consisting of a follow-on public offering in Mexico of our series A shares and an international public offering in the United States and other countries of our series A shares represented by American Depositary Shares on the NYSE for a total amount of 10,906,257 series A shares (including all over-allotment options). Our ADSs began trading on the NYSE on July 26, 2019, under the ticker symbol “VIST.” The gross proceeds of the global offering amounted to approximately US$101 million, before fees and expenses.

As of the date of this annual report, 3,215,454 shares became outstanding as the Warrants in their original terms have been exercised in full. See “Item 10—Additional Information—Memorandum and Articles of Association—Warrants.”

We believe that our working capital is sufficient for our present requirements.

138

Indebtedness

As of December 31, 2025, we had a total outstanding indebtedness of US$3,154.1 million.

The following table summarizes our outstanding debt obligations, including bilateral loan agreements, bond issuances, and other financing arrangements as of December 31, 2025. These obligations include secured and unsecured loans, corporate bonds issued under our Program, and other credit facilities, each with varying maturities, interest rates, and repayment structures.


Bond / Bank loan	Nominal amount	Outstanding	Interest Rate	Maturity	Amortization
	(in millions of US$)
Series XII	100.80	87.23	5.85%	8/27/2031	Fifteen semi-annual installments from August, 2024 until maturity date
Series XVI	104.30	104.15	0.00%	6/6/2026	Bullet
Series XVII	39.00	39.06	0.00%	12/6/2026	Bullet
Series XVIII	118.50	118.32	0.00%	3/3/2027	Bullet
Series XIX	16.50	16.43	1.00%	3/3/2028	Bullet
Series XXI	70.00	69.90	0.99%	8/11/2028	Bullet
Series XXII	14.70	14.73	5.00%	6/5/2026	Bullet
Series XXIII	92.20	73.46	6.50%	3/6/2027	Bullet
Series XXIV	46.60	46.94	8.00%	5/2/2029	Four semi-annual installments from November, 2027, until maturity date
Series XXV	53.20	53.24	3.00%	7/8/2028	Bullet
Series XXVI	150.00	151.75	7.65%	10/10/2031	Three consecutive annual installments from October , 2029 until maturity date
Series XXVII⁽¹⁾	600.00	597.95	7.63%	12/10/2035	Three consecutive annual installments from December, 2033 until maturity date
Series XXVIII	92.41	94.04	7.50%	3/7/2030	Bullet
Series XXIX	900.00⁽²⁾	899.34	8.50%	6/10/2033	Three consecutive annual installments from June 10, 2031 until maturity date
Series XXX	73.26	73.80	6.00%	4/15/2027	Bullet
Santander International	11.70	0.07⁽³⁾	1.80%	1/20/2026	Bullet
Santander International	43.50	0.08⁽³⁾	2.05%	7/2/2026	Bullet
Santander International	13.50	0.03⁽³⁾	2.45%	1/4/2027	Bullet
ConocoPhillips	25.00	25.73	SOFR + 2.1%	9/26/2026	Bullet
Citibank	25.00	25.16	5.00%	4/27/2026	Bullet
Citibank	20.00	20.11	5.00%	4/27/2026	Bullet
Citibank	40.00	40.14	5.00%	5/27/2027	Bullet
Citibank	10.00	10.04	5.00%	5/27/2027	Bullet
BBVA	40.00	40.01	3.50%	4/28/2026	Bullet
ICBC	100.00	101.10	SOFR Adjusted + 4%	7/1/2030	Fifteen consecutive quarterly installments from January, 2027 until maturity date.
Galicia	100.00	100.93	8.80%	7/3/2030	Fifteen consecutive quarterly installments from January, 2027 until maturity date.

139


Bond / Bank loan	Nominal amount		Outstanding		Interest Rate		Maturity		Amortization
	(in millions of US$)
ICBC		50.00		50.25		SOFR Adjusted + 4%		7/3/2030		Fifteen consecutive quarterly installments from January, 2027 until maturity date.
ITAU & Santander		250.00		246.93		SOFR + 4.5%		7/3/2030		Fifteen consecutive quarterly installments from January, 2027 until maturity date.
Galicia		30.00		31.84		7.60%		7/15/2026		Bullet
Galicia		20.00		20.91		8.00%		1/16/2026		Bullet
Galicia		30.00		0.41		6.25%		1/9/2026		Bullet
Total				3,154.1

(1)

On December 10, 2024, Vista Argentina issued US$600 million aggregate principal amount of 7.625% senior notes due 2035 (“2035 Notes”) under the Program. The offering of the 2035 Notes was conducted as a private offering to qualified institutional buyers in accordance with Rule 144A of the Securities Act and outside the United States to non-U.S. persons in accordance with under Regulation S of the Securities Act.

(2)

On June 10, 2025, Vista Argentina issued US$500 million aggregate principal amount of the 8.500% senior notes due 2033 (the “2033 Notes”) under the Program. The offering of the 2033 Notes was conducted as a private offering to qualified institutional buyers in accordance with Rule 144A of the Securities Act and outside the United States to non-U.S. persons in accordance with under Regulation S of the Securities Act. On December 10, 2025, Vista Argentina issued an additional US$400 million aggregate principal amount of the 2033 Notes under the Program, priced at a yield of 8.25%.

(3)	As of December 31, 2025, it includes U.S.$20.4 million of collateralized capital. The carrying amount corresponds to interest.

On April 8, 2026, Vista Argentina issued US$500,000,000 in aggregate principal amount of its 2038 Notes. The 2038 Notes were issued by Vista Argentina, Vista’s main subsidiary. The offering of the 2038 Notes was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. The 2038 Notes have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of April 8, 2026.

In addition to the above, between December 31, 2025 and the date of this annual report, Vista also (i) incurred US$955 million, and (ii) repaid existing indebtedness facilities for US$341 million.

See “Item 4—Information on the Company—Recent Developments—Indebtedness.”

As of the date of this annual report, we are not in arrears in the payment of principal and interest, as applicable, on the aforementioned loans.

Other Contractual Obligations

As of December 31, 2025, the Company also has other commitments and contractual obligations as follows:


	Payments due by period
	Total		Short Term (less than one year)		Long Term (more than one year)
	(in thousands of US$)
Employee Benefit Plan		11,915		1,333		10,582
Lease Agreements		174,988		60,208		114,780

Total		186,903		61,541		125,362

140

Capital Expenditures

The amount and allocation of future capital expenditures will depend upon a number of factors, including our cash flows from operating, investing and financing activities and our ability to execute our drilling program. We periodically review our capital expenditure budget to assess changes in current and projected cash flows, debt requirements and other factors. If we are unable to obtain funds when needed or on acceptable terms, we may not be able to finance the capital expenditures necessary to maintain our production or proved reserves. We intend to fund our capital expenditures with cash generated from our operations, cash on hand, and debt and equity financing.

Because we operate a high percentage of our acreage, capital expenditure amounts (in addition to our capital expenditures committed under our concessions) and timing are largely discretionary and within our control. We determine our capital expenditures depending on a variety of factors, including, but not limited to, existing commitments under the concessions, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Moreover, we may be required to unbook some portion of our current proved undeveloped reserves if such deferral of planned capital expenditures implies that we will be unable to develop such reserves within five years of their initial booking.

During the year ended December 31, 2025, we made total capital expenditures of US$1,330.5 million. During the year ended December 31, 2024, we made total capital expenditures of US$1,296.8 million. During the year ended December 31, 2023, we made total capital expenditures of US$734.3 million.

As part of the terms and conditions governing the concession agreements relating to our oil and gas properties in Argentina, we are committed to making capital investments for drilling and completing wells, performing well workovers and investing in facilities. We have estimated the amount of capital expenditures required to comply with our commitments under such concessions based on the historical costs of drilling and completing wells, performing well workovers and investing in facilities.

According to our best estimates, as of December 31, 2025, our remaining investment commitments include drilling and completing nine development wells, executing 28 workovers, and abandoning 21 wells in Entre Lomas, 25 de Mayo–Medanito SE, and Jagüel de los Machos.

Pursuant to the Conventional Assets Transaction agreement, Tango has assumed all past investment commitments, along with the associated costs, taxes, and royalties related to the CAT Exploitation Concessions.

Capital expenditures related to these commitments amount to an estimated US$40 million. For more information on these investment commitments.

Cash Flows

The following table sets forth our cash flows for the periods indicated:


	For the year ended December 31, 2025			For the year ended December 31, 2024			For the year ended December 31, 2023
Cash flows provided by (used in)
Operating activities		796,191			959,026			712,033
Investing activities		(2,349,064	)		(1,051,876	)		(699,313	)
Financing activities		1,327,540			641,211			19,556
Net (decrease) increase in cash and cash equivalents		(225,333	)		548,361			32,276

The ability of our Argentine entities to purchase non-Argentine currency in Argentina and to transfer any funds in the form of dividends, loans or advances to any non-Argentine entities (including affiliates) is subject to certain foreign exchange restrictions, as further described in “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Current Argentine

141

exchange controls and the implementation of further exchange controls could adversely affect our results of operations” and “Item 10—Additional Information—Exchange Controls—Specific Provisions For Income From The Foreign Exchange Market.”

Cash Flows Provided by Operating Activities

For the year ended December 31, 2025, net cash generated by operating activities was US$796.2 million, primarily driven by an operating profit of US$1,250.8 million.

For the year ended December 31, 2024, net cash generated by operating activities was US$959.0 million, primarily driven by an operating profit of US$625.4 million.

For the year ended December 31, 2023, net cash generated by operating activities was US$712.0 million, primarily driven by an operating profit of US$631.5 million.

Cash Flows Used in Investing Activities

For the year ended December 31, 2025, net cash used in investing activities was US$2,349.1 million, mainly due to payments of US$1,455.4 million for the acquisition of property, plant and equipment, and payments for business combination, net of cash acquired, of US$841.6 million related to the La Amarga Chica Acquisition.

For the year ended December 31, 2024, net cash used in investing activities was US$1,051.9 million, mainly due to payments of US$1,052.5 million for the acquisition of property, plant and equipment.

For the year ended December 31, 2023, net cash used in investing activities was US$699.3 million, mainly due to payments of US$688.4 million for the acquisition of property, plant and equipment.

Cash Flows Provided by (used in) Financing Activities

During the year ended December 31, 2025, cash used in financing activities was US$1,327.5. This was primarily due to new loans for US$2,838.2 million, which was partially offset by loan principal repayments of US$1,173.6 million, payment of borrowings’ interest of US$148.3 million and share repurchases for US$50.0 million.

During the year ended December 31, 2024, cash used in financing activities was US$641.2. This was primarily due to new loans for US$1,320.9 million, which was partially offset by loan principal repayments of US$470.4 million and share repurchases for US$99.8 million.

During the year ended December 31, 2023, cash used in financing activities was US$19.6. This was primarily due to new loans for US$318.2 million, which was partially offset by loan principal repayments of US$211.5 million.

Treasury Policies

Our internal policies relating to the Company’s treasury include that the board of directors is responsible for determining our financial strategy, comprising dividend policy, investment of our resources, cash flow and working capital strategies, mergers and acquisitions, debt and equity issuances, share repurchases, derivative strategies, asset purchases and leases, and the Company’s indebtedness, among others, subject in any case (where applicable) to the approval of our shareholders when required by law or in accordance with our by-laws.

ITEM 5.C

RESEARCH AND DEVELOPMENTS, PATENTS AND LICENSES, ETC.

Not applicable.

ITEM 5.D

TREND INFORMATION

See “Item 4—Information on the Company—Industry and Regulatory Overview.”

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In addition to the information set forth in this section, additional information about the trends affecting our business can be found in “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry.” You should also read our discussion of the risks and uncertainties that affect our business in “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments.”

ITEM 5.E

CRITICAL ACCOUNTING ESTIMATES

Critical accounting policies are policies that require us to exercise judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. The accounting judgments and estimates we make in these contexts require us to calculate variables and make assumptions about matters that are highly uncertain. In each case, if we had made other estimates, or if changes in the estimates occur from period to period, our financial condition and results of operations could be materially affected.

See Note 3 to our Audited Financial Statements for a summary of the critical accounting judgments and estimates applicable to us. There are many other areas in which we use estimates about uncertain matters, but we believe the reasonably likely effect of changes or differences within critical accounting judgments and estimates would not have a material impact on our financial statements.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Board of Directors

Under the Mexican Securities Market Law, public companies must have a board of directors comprised of no more than 21 members, of which at least 25% must be independent. Independent members must be selected based on their experience, ability and reputation at the issuer’s shareholders’ meeting; whether or not a director is independent must be determined by the issuer’s shareholders and such determination may be challenged by the CNBV. The Mexican Securities Market Law permits then-acting members of the board of directors (as opposed to shareholders) to select, under certain circumstances and on a temporary basis, new members of the board of directors.

Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties:

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determine general strategies applicable to the issuer;

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approve guidelines for the use of corporate assets;

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approve, on an individual basis, transactions with related parties, subject to certain limited exceptions;

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approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets;

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approve the appointment or removal of the chief executive officer;

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approve waivers in respect of corporate opportunities;

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approve accounting and internal control policies;

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approve the chief executive officers’ annual report and corrective measures for irregularities; and

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approve policies for disclosure of information.

Directors have the general duty to act for the benefit of the issuer, without favoring a shareholder or group of shareholders.

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Our board of directors is responsible for the oversight of our business and is comprised of six members, five of which are independent. Set forth below are the name, age, position and biographical description of each of our current directors.


Name	Position	Independent*	Age		Appointed		Term Expires on
Miguel Galuccio	Chairman	No		57		2017	No expiration date
Susan L. Segal	Director	Yes		73		2017	No expiration date
Mauricio Doehner Cobian	Director	Yes		51		2017	No expiration date
Pierre-Jean Sivignon	Director	Yes		69		2018	No expiration date
Gerard Martellozo	Director	Yes		70		2022	No expiration date
Germán Losada	Director	Yes		41		2022	No expiration date

*	Independent under NYSE standards, applicable SEC rules and the CNBV Rules.

Miguel Galuccio serves as our Chairman and Chief Executive Officer. He is currently an independent member of the board of directors of SLB, the largest global oil services company. From May 2012 to April 2016, Mr. Galuccio served as the Chairman and Chief Executive Officer of YPF, Argentina’s largest oil company. Under his leadership, the company became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio held various international positions at SLB, spanning North America, the Middle East, Asia, Europe, Latin America, Russia, and China. His last role at the firm was as President of SLB Production Management. He also served as President of Integrated Project Management, General Manager for Mexico and Central America, and Real-Time Reservoir Manager. Additionally, Mr. Galuccio is a founder and board member at GridX, a company investing in next-generation biotech startups. Mr. Galuccio holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina.

Susan Segal serves as an independent member of our Board of Directors. Ms. Segal was elected President and CEO of Americas Society/Council of the Americas in 2003 after having worked in the private sector with Latin America and other emerging markets for over 30 years. Prior to her appointment, Ms. Segal was a partner at Chase Capital Partners/JPMorgan Partners focusing on private equity in Latin America and pioneering early-stage venture capital investing in the region. As a banker, she focused on investment banking, building an emerging-market bond-trading unit, and the Latin American debt crisis of the 1980s and early 1990s where she lead the Bank’s Restructuring effort and chaired the Chilean and Philippine Advisory Committees. Ms. Segal is a board member at Mercado Libre, Vista and Robinhood as well as an Honorary Director of Scotiabank. She is also a board member of Americas Society/Council of the Americas, the Tinker Foundation, a member of th Advisory Board of the Bretton Woods Committee and a member of the Council on Foreign Relations. Ms. Segal has received numerous awards and honors: including the Orden Bernardo O’Higgins, Chile; the Orden de San Carlos, Colombia; the Orden del Águila Azteca, Mexico; the Orden al Mérito por Servicios Distinguidos – Gran Oficial, Peru; and recognition as the North American-Chilean Chamber of Commerce’s Honorary Chilean of the Year. In 2022, Ms. Segal was recognized by Colombian President Iván Duque with the Orden de Boyacá in the category of Grand Cross; and was honored by the government of Ecuador with the National Order of Honorato Vásquez in the grade of Commander in September 2023.

Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr. Doehner is Executive Vice President of Corporate Affairs, Enterprise Risk Management and Social Impact at CEMEX and is a member of its Executive Committee, reporting directly to the CEO. Mr. Doehner began work with CEMEX in 1996 and has held various executive positions in areas such as Strategic Planning, Institutional Relations and Communications and Business Risk Management for Europe, Asia, Middle East, South America, and Mexico. While acting in such capacities, he has led interactions and collaboration with several governments worldwide, as well as engaging in evaluation of tax structures, public policy initiatives, corporate social responsibility, communications, and crisis management. Further, he worked in Mexico’s Presidential Administration in 2000, leading its relationship with Mexican NGO’s, dealing with diverse issues such as government reforms and the national budget. Mr. Doehner also worked at Violy Byorum & Partners Investment Bank. Currently, he is the Vice President of the Mexican Employers’ Confederation (COPARMEX), Vice-president of the Confederation of Industrial Chambers (CONCAMIN) and a member of the boards of the Trust for the Americas organization affiliated to the Organization of American States (OAS), the Center of Citizen Integration (CIC), the Industrials Club of Monterrey, the Museum of Modern Art of Monterrey (MARCO), the Mexican Business Coordinating Council (CCE), the School of Social Sciences and

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Government at Tecnológico de Monterrey, and a member of the GAP Group within the Consejo Mexicano de Negocios (CMN). He is also a contributor to Expansión Magazine. Mr. Doehner holds a bachelor’s degree in economics from Tecnológico de Monterrey, a master’s degree in business administration from IESE/IPADE, a professional certificate in competitive intelligence from the FULD Academy of Competitive Intelligence in Boston, Massachusetts and, a Master in Public Administration from Harvard Kennedy School. Mauricio is a board member of the Advisory Board of the Center for U.S.—Mexican Studies (USMEX) at the School of Global Policy and Strategy (GPS) at UC San Diego.

Pierre-Jean Sivignon serves as an independent member of our Board of Directors. Mr. Pierre-Jean Sivignon was an advisor to the Chairman and CEO of Carrefour Group in Paris until December 2018, where he previously held the positions of Deputy CEO, CFO and Member of the Executive Board as well as Chairman of the Board of their publicly traded subsidiary in Brazil. Prior experience includes positions as the Chief Financial Officer, Executive Vice President, Member of the Board of Management at both Royal Philips Electronics in Amsterdam and at Faurecia (now Forvia) Group in Paris. He also held various high level financial and managerial positions with the SLB Group in different locations, including New York and Paris. Mr. Sivignon served in the past as an independent director of the Supervisory Boards of Imerys, Technip FMC (both companies traded on the Paris Stock Exchange), and Imperial Brands plc (which traded on London Stock Exchange). Mr. Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC (Ecole Supérieure des Sciences Economiques et Commerciales) also in France.

Gerard Martellozo serves as an independent member of our Board of Directors. Mr. Martellozo developed his career at SLB for over 40 years, retiring in 2019 as Vice President of Human Resources globally. Prior to assuming this position in 2014, he served as Senior Advisor to SLB’s chief executive officer, based in Houston, Texas, United States. Gérard joined SLB in 1979 after completing a Master in Engineering at the Ecole Nationale Superieure de l’Aeronautique et de l’Espace (Sup’Aero), France. He began his oilfield career as a wireline field engineer, quickly progressing into operations management with assignments in Spain, Italy, Norway, France, Nigeria, Algeria, and Venezuela. After his experience in industry operating matters, he transitioned into Human Resources and worked with most of the company’s oilfield services business sectors over the next 20 years. From 2010 to 2012 he was HR Director of the company’s drilling group and responsible for integrating the several major oilfield services companies purchased by SLB including Cameron, Smith, M-I and Geoservices, based in the United States and the United Kingdom. Gerard Martellozo was the Chairman of the Board for the SLB Foundation from March 2014 to March 2026 to lend his support to SLB’s long-term commitment to promoting women in technology in the world at large. He was also co-founder of Partnerjob.com, for which he served as treasurer from 2003 to its sale in 2017 to NetExpat.

Germán Losada serves as an independent member of our Board of Directors. Mr. Losada is Co-founder and Co-CEO at VEMO, a leading integrated clean mobility company in Latin America. Mr. Losada has 12 years of experience in private equity, focused on the energy sector in Europe, United States and Latin America, with a strong expertise in building start-ups. He was a founding team member of Riverstone’s Latin America efforts, where he led the decarbonization growth equity and infrastructure investments. Mr. Losada is a member of the Boards of Directors of VEMO, White River Renewables and A2 Renovables. Previously, Mr. Losada worked in the European private equity group of First Reserve and in the investment banking division of Goldman Sachs in its Global Natural Resources and Latin America groups. Mr. Losada graduated from the University of San Andres in Argentina, where he earned a degree in Business Administration.

For a detailed description of the operation and authorities of our board of directors, see “Item 10—Additional Information—Memorandum and Articles of Association—Board of Directors.”

Duties and Liabilities of Directors

The Mexican Securities Market Law also imposes duties of care and loyalty on directors.

The duty of care generally requires that directors obtain sufficient information and be sufficiently prepared to support their decisions and to act in the best interest of the issuer. The duty of care is discharged, principally, by requesting and obtaining from the issuer and its officers all the information required to participate in discussions, obtaining information from third parties, attending board meetings and disclosing material information in possession

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of the relevant director. Failure to act with care by one or more directors subjects the relevant directors to joint liability with the other directors involved in an action for damages and losses caused to the issuer and its subsidiaries, which may be limited (except in the instances of bad faith, or illegal acts or willful misconduct) under the company’s bylaws or by resolution of a shareholders’ meeting. Liability for a breach of the duty of care may also be covered by indemnification provisions and director and officer liability insurance policies.

The duty of loyalty primarily consists of a duty to maintain the confidentiality of information received in connection with the performance of a director’s duties and to abstain from discussing or voting on matters where the director has a conflict of interest. In addition, the duty of loyalty is breached if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the board of directors, a director takes advantage of a corporate opportunity. The duty of loyalty is also breached if a shareholder or group of shareholders is knowingly favored, if the director discloses false or misleading information or fails to register any transaction in the issuer’s records that could affect its financial statements or causes material information not to be disclosed or to be modified. The duty of loyalty is also breached if the director uses corporate assets or approves the use of corporate assets in violation of an issuer’s policies. The violation of the duty of loyalty subjects the offending director to joint liability for damages and losses caused to the issuer and its subsidiaries. Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors. Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise.

Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares.

As a safe-harbor for directors, the liabilities specified above will not be applicable if the director acted in good faith and (i) complies with applicable law and the bylaws, (ii) acted based upon information provided by officers, external auditors or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt, (iii) selected the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable, based upon the then available information, and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

Under the Mexican Securities Market Law, the issuer’s chief executive officer and principal executives are also required to act for the benefit of the company and not of a shareholder or group of shareholders. Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms.

Board Committees

The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law. We believe that all members of the Audit and Corporate Governance Committees are independent under the Mexican Securities Market Law and comply with the requirements of Rule 10A-3 of the Exchange Act. On May 10, 2018, the Board created a Compensation Committee with the intention of (i) setting the compensation strategy for our executive officers and directors, (ii) setting compensation levels for the CEO, and (iii) approving compensation policies for C-suite executives upon CEO recommendation. On October 21, 2025 the Board created a Corporate Development and Risks Committee with the objective of elaborating one or more reports containing the Corporate Development and Risks Committee’s analyses of: (i) matters related to the operations of the Company in the markets in which it operates, (ii) matters related to the market conditions, commercial policies and the execution of the sales plans of the Company in the markets in which it operates, (iii) the new business development of the Company, (iv) the quarterly update of the Company’s risk matrix, and (v) information related to the foregoing items that is material or relevant to the preparation of such reports.

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Audit Committee

The members of our Audit Committee are:

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Pierre-Jean Sivignon (chair);

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Mauricio Doehner Cobian;

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Germán Losada; and

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Gerard Martellozo.

The members of our Audit Committee are independent under NYSE standards, applicable SEC rules and the CNBV Rules.

There is no expiration date on the term of the appointment of the members of our audit committee. For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.”

Corporate Practices Committee

The members of our Corporate Practices Committee are:

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Mauricio Doehner Cobian (chair);

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Pierre-Jean Sivignon;

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Susan L. Segal;

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Germán Losada; and

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Gerard Martellozo.

There is no expiration date on the term of the appointment of the members of our Corporate Practices Committee. For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.”

Compensation Committee

The members of our Compensation Committee are:

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Gerard Martellozo (chair);

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Pierre-Jean Sivignon;

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Mauricio Doehner Cobian;

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Germán Losada; and

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Susan L. Segal

For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.”

Corporate Development and Risks Committee

The members of our Corporate Development and Risks Committee are:

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Germán Losada (chair);

•

Gerard Martellozo;

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•

Mauricio Doehner Cobian;

•

Susan L. Segal; and

•

Pierre-Jean Sivignon.

Agreements with Directors

There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors. None of our directors maintains service contracts with us except as described in “Item 7.A—Major Shareholders” and “Item 7.B—Related Party Transactions.”

Executive Team

The following table sets forth the members of our Executive Team as of the date of this annual report.


Name	Position	Age	Appointment
Miguel Galuccio	Chairman and Chief Executive Officer	57	August 1, 2017
Pablo Manuel Vera Pinto	Chief Financial Officer	48	August 1, 2017
Juan Garoby	Chief Technology Officer	55	August 1, 2017
Alejandro Cherñacov	Strategic Planning and Investor Relations Officer	44	August 1, 2017
Matías Weissel	Chief Operations Officer	40	January 14, 2025

Miguel Galuccio. See “Item 6—Directors, Senior Management and Employees—Board of Directors.”

Pablo Manuel Vera Pinto has served as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. From October 2012 to February 2017, he held the position of Director of Business Development at YPF. Mr. Vera Pinto also served as Director of Transformation at YPF from May 2012 to September 2012 and was a member of the boards of directors of several YPF-related companies, including the fertilizer company Profertil S.A. (a joint venture between Agrium of Canada and YPF), the electricity generation company Central Dock Sud S.A. (a partnership between Enel of Italy, YPF, and Pan American), and the gas distribution company MetroGAS S.A. (controlled by YPF and acquired from BG in 2012). Prior to his work at YPF, Mr. Vera Pinto collaborated with a private investor group specializing in restructuring. Over his career, he has gained extensive experience in operational and financial management, having served as Restructuring Manager, CFO, and CEO of various controlled companies. He also held positions in strategic consulting with McKinsey & Company in Europe and in investment banking at Credit Suisse First Boston in New York. Mr. Vera Pinto holds an undergraduate degree in Economics from Universidad Torcuato Di Tella in Buenos Aires and an MBA from INSEAD in Fontainebleau, France.

Juan Garoby has served as our Chief Technology Officer since January 14, 2025. Prior to this role, he served as Chief Operations Officer from August 1, 2017, to January 14, 2025. He has been involved with us since our incorporation on March 22, 2017. Mr. Garoby served as Interim Vice President of Exploration & Production at YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016, and Head of Unconventional from June 2012 to April 2014, during which time he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor. Prior to his tenure at YPF, Mr. Garoby worked at SLB as Operations Manager for Europe and Africa. He has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil, and Country Manager of Baker Hughes Centrilift Ecuador & Peru. Mr. Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires (ITBA) in Argentina.

Alejandro Cherñacov has served as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr. Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company, from January 2015 to February 2017. Previously, he served as Investor Relations Officer at YPF, where he was responsible for repositioning the company in both local and international capital markets. Mr. Cherñacov held several positions in

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YPF’s E&P department, with his last role being responsible for the upstream portfolio management process across Argentina, Brazil, and Bolivia. Mr. Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires, and a professional certificate in strategic decision and risk management from Stanford University in Palo Alto, California.

Matías Weissel has served as our Chief Operations Officer since January 14, 2025, and has been involved with us since April 2018. From April 2018 to January 14, 2025, he held the position of Operations Manager, overseeing Vista’s operations in Vaca Muerta. Between 2010 and 2018, Mr. Weissel worked at YPF, where he was part of the teams responsible for developing Vaca Muerta. During his tenure, he held various positions, including Project Leader for Loma Campana and Manager of Unconventional Projects. Mr. Weissel holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires (ITBA).

Javier Rodríguez Galli has served as our General Counsel since August 1, 2017. Mr. Rodríguez Galli is a partner at the law firm Bruchou & Funes de Rioja – Abogados, with offices in Buenos Aires, Argentina, where he has led the Oil and Gas practice area since joining the firm in 2005. In recent years, he has acted as legal counsel for various international oil companies that have invested in Argentina, particularly in the development of shale hydrocarbons. He has also participated in numerous national and international negotiations related to oil and gas acquisitions, divestments, joint ventures, and strategic alliances and has extensive experience in corporate matters. From 1999 to 2005, he served as General Counsel for Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family. From 1993 to 1999, he was an in-house counsel at YPF, Argentina’s largest oil and gas company, providing legal services to its international business development group. Mr. Rodríguez Galli graduated with honors from the Law School of Universidad de Buenos Aires in 1991, obtained a master’s degree from the London School of Economics in 1993, and a diploma from the College of Petroleum and Energy Studies at Oxford University in 1996.

Actions by our Executive Team

Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to focus their activities on maximizing shareholder value in our Company. Our Chief Executive Officer and senior management may be held liable for damages to us, our subsidiaries and others for the following: (i) favoring a single group of shareholders, (ii) approving transactions between us, or our subsidiaries, with related persons without complying with applicable legal requirements, (iii) taking advantage of our subsidiaries’ assets for their own personal gain contrary to Company policy (or authorizing a third-party to do so on their behalf), (iv) making inappropriate use of our, or our subsidiaries’ non-public information or (v) knowingly disclosing or revealing false or misleading information.

Our Chief Executive Officer and the other relevant officers (including members of our Executive Team) are required under the Mexican Securities Market Law to act for the benefit of our Company and not that of a particular shareholder or group of shareholders. Our Chief Executive Officer is also required to (i) implement the instructions of our shareholders (as delivered during a shareholders’ meeting) and our board of directors, (ii) submit to our board of directors for approval the principal strategies for the business, (iii) submit to the audit and corporate practices committees proposals for systems of internal control, (iv) disclose all material information to the public and (v) maintain adequate accounting and registration systems and mechanisms for internal control. Our Chief Executive Officer and the members of the other relevant officers (including members of our Executive Team) are also subject to the same fiduciary duty obligations as our directors.

Our executive team also plays an important role from an ESG perspective. During 2022, we redefined our internal ESG framework with annual and mid-term objectives. Each of our senior managers is the project leader for one or more initiatives in our ESG framework. Each initiative has objectives, which are executed as projects, by each team and a project leader, who is responsible for moving each initiative forward. On a quarterly basis, the project leaders present the progress of their work program to the Executive Team and the Corporate Practices Committee, which in turn presents key aspects and conclusions to the Board of Directors.

Family Relationships

There are no family or kinship relationships among our directors and the members of our Executive Team.

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Compensation

During the year ended December 31, 2025, the aggregate remuneration paid by the Issuer to key management personnel for services in all capacities to the Issuer and its subsidiaries was US$70.2 million.

During the year ended December 31, 2025, the remuneration paid by the Issuer to each member of the Board of Directors, excluding the Chairman of the Board and the Chief Executive Officer, consisted of: (i) a fee of US$80,000, plus an additional US$30,000 for each Committee Chair, payable in four quarterly installments, and (ii) 6,000 series A shares, pursuant to the terms of the LTIP. The right to receive such remuneration was contingent upon attendance at a minimum of four meetings of the Company’s Board of Directors during the 2025 fiscal year.

Long-Term Incentive Plan

On March 22, 2018, a shareholders’ meeting authorized the Plan (as defined above). The purpose of the plan is to provide the means for the Company and its subsidiaries to attract and retain talented people as officers, directors, employees and consultants which are key to the Company and its subsidiaries, enhancing the profitable growth of the Company and its subsidiaries. That same shareholders’ meeting vested our Board of Directors with the authority to administer the Plan and approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Share purchase plans are classified as equity-settled transactions on the grant date. As of the date of this annual report, 342,148 Restricted Stock, 5,159,017 Stock Options, and 1,497,883 Performance Restricted Stock are outstanding under the Plan. The exercise prices and expiration dates of the Stock Options outstanding under the Plan are as follows (i) 110,000 Stock Options at an exercise price of US$2.10 per series A share, expiring on April 29, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on February 25, 2031, (iii) 493,828 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (iv) 513,378 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (v) 385,203 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (vi) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on February 20, 2034, (vii) 184,087 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (viii) 3,173,119 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (ix) 249,754 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036. The following paragraphs describe the principal terms and conditions of the Plan.

Type of Awards. The Plan permits different awards in the form of Stock Options, Restricted Stock or Performance Restricted Stock. Performance Restricted Stock vests based on the attainment of performance goals over a period of time to be determined by the Manager in consultation with the Board of Directors and/or the Compensation Committee and set forth in the corresponding award notice.

Plan Administration. The Plan is administered by our Board of Directors and/or the Compensation Committee. The Board may delegate certain authority under the Plan to some individual or individuals among the officers of the Company. The administrator of the Plan has the power and authority to determine the persons who are eligible to receive awards, the number of awards, as well as other terms and conditions of awards.

Award Agreement. Any award granted under the Plan is evidenced by an award agreement or a certificate issued by the Company that sets forth terms, conditions and limitations for such award, which may include the number of Restricted Stock or Stock Options awarded, the exercise price, the provisions applicable in the event of the participant’s employment or service terminates, among other provisions. The Board may amend the terms of the Plan and/or any particular award, provided that no such amendment shall impair the rights of any participant under the Plan.

Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries.

Vesting Schedule. Except as otherwise set forth by the Plan regarding certain cases of termination (with or without cause) of employment or service, resignation, retirement, disability and/or death, Restricted Stock and Stock Options shall vest and become non-forfeitable in accordance with the following calendar: (i) 33% on the first anniversary, (ii) 33% on the second anniversary and (iii) 34% on the third anniversary of the date of grant. If a change of control event occurs, such participant’s Restricted Stock and options will be immediately vested and exercisable.

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Exercise of Stock Options. Vested options will become exercisable during 10 years since the date of grant. The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant. The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method.

Transfer Restrictions. Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option.

Termination and amendment of the Plan. Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award.

Implementation of Plan; Trust. On March 26, 2019, the Company entered into the trust agreement No. 3844 with Banco INVEX, S.A., Institución de Banca Múltiple, INVEX Grupo Financiero in its capacity as trustee (i) implement and manage the terms of the Plan, and (ii) transfer the shares underlying the awards, as and when required, in accordance with the terms of the Plan and subject to fulfillment of any requirements set forth in applicable law. On December 2, 2022 an amendment to such trust agreement was entered into in order to allow distributing the respective awards, not only based on shares but also in ADSs representing rights with respect to shares.

On February 6, 2023, the Company filed with the SEC a registration statement on Form S-8, which relates to the registration of series A shares to be offered and sold under the Plan.

Business Address of the Members of our Board of Directors and Executive Team

The business address of the members of our Company’s board of directors and the members of our Executive Team is: Torre Mapfre, 18^th Floor, 243 Paseo de la Reforma Avenue, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, 06500, Mexico.

Share Ownership

As of the date of this annual report, based on publicly available information filed by our directors with the SEC, Susan Segal owned 178,983 series A shares (112,983 held directly and 66,000 represented by ADSs), Pierre-Jean Sivignon owned 109,500 series A shares (all represented by ADSs), Gerard Martellozo owned 37,000 series A shares (all represented by ADSs), German Losada owned 259,204 series A shares (all represented by ADSs), and Mauricio Doehner Cobian owned 57,528 series A shares (14,628 held directly and 42,900 represented by ADSs).

As of the date of this annual report, our Chairman and Chief Executive Officer owned (i) 6,245,671 series A shares (3,309,936 held directly and 2,935,735 represented by ADSs), (ii) 775,407 vested Stock Options, (iii) 1,998,700 unvested Stock Options, (iv) 155,111 Restricted Stock, and (v) 718,029 Performance Restricted Stock (the delivery of 126,021 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chairman and Chief Executive Officer are as follows (i) 281,186 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 305,895 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 223,955 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 117,066 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 1,687,500 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 158,505 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036.

As of the date of this annual report, our Chief Financial Officer owned (i) 1,513,667 series A shares (847,876 held directly and 665,791 represented by ADSs), (ii) 175,768 vested Stock Options, (iii) 576,906 unvested Stock Options, (iv) 38,448 Restricted Stock, and (v) 177,809 Performance Restricted Stock (the delivery of 31,288 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Financial Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 28,974 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 499,760 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 39,353 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036.

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As of the date of this annual report, our Chief Technology Officer owned (i) 1,438,504 series A shares (804,688 held directly and 633,816 represented by ADSs), (ii) 166,110 vested Stock Options, (iii) 312,086 unvested Stock Options, (iv) 9,387 Restricted Stock, and (v) 182,511 Performance Restricted Stock (the delivery of 32,852 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Technology Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 293,609 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035.

As of the date of this annual report, our Strategic Planning and Investor Relations Officer owned (i) 1,198,381 series A shares (599,068 held directly and 599,313 represented by ADSs), (ii) 159,791 vested Stock Options, (iii) 524,592 unvested Stock Options, (iv) 35,018 Restricted Stock, and (v) 161,751 Performance Restricted Stock (the delivery of 28,550 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Strategic Planning and Investor Relations Officer are as follows (i) 56,238 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 61,179 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 50,390 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (iv) 26,340 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (v) 454,327 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (vi) 35,909 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036.

As of the date of this annual report, our Chief Operations Officer owned (i) 182,967 series A shares (54,516 held directly and 128,451 represented by ADSs), (ii) 144,943 vested Stock Options, (iii) 228,715 unvested Stock Options, (iv) 13,377 Restricted Stock, and (v) 53,114 Performance Restricted Stock (the delivery of 12,711 remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions). The exercise prices and expiration dates of the Stock Options held by our Chief Operations Officer are as follows (i) 50,000 Stock Options at an exercise price of US$2.1 per series A share, expiring on April 28, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on April 1, 2031, (iii) 32,683 Stock Options at an exercise price of US$7.05 per series A share, expiring on April 1, 2032, (iv) 11,710 Stock Options at an exercise price of US$17.83 per series A share, expiring on April 1, 2033, (v) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on April 1, 2034, (vi) 11,707 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035, (vii) 201,923 Stock Options at an exercise price of US$52.30 per series A share, expiring on April 23, 2035, and (viii) 15,987 Stock Options at an exercise price of US$47.96 per series A share, expiring on January 2, 2036.

None of the above shareholders have voting rights that differ from the voting rights of other shareholders.

Employees

As of December 31, 2025, we had 584 employees, of which 568 were in Argentina, 12 in Mexico and 4 in Uruguay.

The following table shows the employee headcount for Vista for the periods presented:


	As of December 31,
	2025		2024		2023
Vista		584		528		470

As of December 31, 2025, December 31, 2024, and December 31, 2023, 56%, 55% and 54%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries.

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Since 2017, we have not experienced any material labor-related problems or major labor disturbances, and our relations with the unions are stable. However, we cannot guarantee that we will not experience any conflicts with our employees in the future, including with our unionized employees in the context of future negotiations of our collective bargaining agreements, which could result in events such as strikes or other disruptions that could have a negative impact on our operations. For further information on risk of labor disputes, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.”

As of December 31, 2025, there were also approximately 2,500 outsourced staff that access our operations on a daily basis to provide services. Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We face risks related to certain legal proceedings.”

We are firmly committed to providing the necessary tools for our workforce to grow technically and advance their careers within the Company. We have designed a professional development plan for technical training: the technical career program. First, we identified a matrix of critical competencies needed for the different technical positions. We conduct a gap analysis of our workforce and identify the skills needed to improve the qualification of our teams. Each career has a technical mentor and a person who evaluates the progress of individuals at each step of their career. We believe Vista has exceptional and experienced mentors who come from technical backgrounds and have been specifically involved with Vaca Muerta since the beginning of development.

ITEM 6.F

DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7.A

MAJOR SHAREHOLDERS

Our outstanding capital stock consists of two series of shares: series A shares and series C shares, in each case registered with the RNV and listed on the Mexican Stock Exchange. As of December 31, 2025, our capital stock was represented by 104,299,703 series A shares, and two series C shares. As of the date of this annual report, our capital stock was represented by 105,219,182 series A shares, and two series C shares. Each series of shares grants the same rights and obligations to its holders, including corporate and economic rights.

The following table sets forth certain information known to us of our shareholders who are beneficial owners of more than 5% of our series A shares and series C shares as of the date of this annual report (except as set forth below), which is the most recent practicable date as to which we have information available. In computing the number of series A shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all series A shares subject to stock options or restricted stock held by that person or entity that are currently exercisable or that will become exercisable or vested, as applicable, within 60 days of the date of this annual report. Series A shares issuable pursuant to stock options or restricted stock are deemed outstanding for computing the percentage ownership of the person or entity holding such options but are not outstanding for computing the percentage of any other person or entity.


Shareholders	Amount		% of class
Series A shares
Miguel Galuccio ⁽¹⁾		7,021,078		6.67	%

⁽¹⁾

As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (3,309,936 held directly and 2,935,735 represented by ADSs), (ii) 775,407 vested Stock Options, (iii) 1,998,700 unvested Stock Options, (iv) 155,111 Restricted Stock, and (v) 718,029 Performance Restricted Stock (the delivery of 126,021 of which remains subject to meeting certain performance goals, in addition to the satisfaction of other conditions).

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As of December 31, 2025, there were 91,100,325 ADSs outstanding (representing rights to 91,100,325 series A shares or 87% of outstanding series A shares). As of December 31, 2025, there were two registered holders of ADSs in the United States. It is not practicable for us to determine the number of our ADSs or series A shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial owners represented by ADS record holders in the United States or the domicile of the beneficial owners of our series A shares, either directly or indirectly.

As of the date of this annual report, the Company is not directly nor indirectly controlled by another company, a government, or by any other individual or legal entity. In addition, we hereby represent that we are not aware of any commitment that could represent a change of control in our corporate structure.

ITEM 7.B

RELATED PARTY TRANSACTIONS

We enter into transactions with our shareholders and with companies that are owned or controlled, directly or indirectly, by us in the normal course of our business. Any transactions with such related parties have been made consistent with normal business operations using terms and conditions available in the market and are in accordance with applicable law.

On April 15, 2025, Vista Energy SAB, as lender, and Vista Argentina, as borrower, entered into a Simple Credit Line Contract (Contrato de Apertura de Crédito Simple) with a five-year term. The agreement provides for a maximum credit amount of US$300 million to be used exclusively for the acquisition of shares representing the capital stock of Vista LACH. Vista Argentina instructed Vista Energy SAB to transfer these funds directly to Petronas Carigali Canada B.V. as payment of the acquisition consideration. The facility bears interest at a fixed rate of 8% per annum. As of December 31, 2025, the credit had a remaining amount of US$105.4 million.

On August 1, 2025, Vista Argentina, as seller, and VEISA, as buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista Argentina committed to sell and VEISA commits to buy 5,500,000 bbl from August 1, 2025 until December 31, 2025.

On August 1, 2025, Vista LACH, as seller, and VEISA, as buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista LACH committed to sell and VEISA commits to buy 1,800,000 bbl from August 1, 2025 until December 31, 2025.

On December 15, 2025, Vista Argentina, as a seller, and VEISA, as a buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista Argentina commits to sell and VEISA commits to buy 24,000,000 bbl from January 1, 2026 until December 31, 2026.

On December 15, 2025, Vista LACH, as a seller, and VEISA, as a buyer, entered into an export commercial term agreement for FOB sale of Medanito Crude Oil, by which Vista LACH commits to sell and VEISA commits to buy 3,000,000 bbl from January 1, 2026 until December 31, 2026.

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.

Key management personnel remuneration


	Consolidated for the year ended December 31, 2025
Short-term employee benefits		22,099
Share-based payment transactions		48,149

Total		70,248

The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel.

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ITEM 7.C

INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS

See Item 18 for our Audited Financial Statements. For a description of events that have occurred since the date of the Company’s Financial Statements, see “Item 4—Information on the Company—Recent Developments.”

LEGAL PROCEEDINGS

From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice from regulatory authorities in connection with the fulfillment of certain environmental, health and/or safety matters. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

For more information on the legal proceedings see Notes 22.3 and 28 to the Audited Financial Statements.

DIVIDENDS

Under Mexican law, subject to the satisfaction of certain quorum requirements, only shareholders at a general meeting have the authority to declare a dividend. Although not required by law, such declarations typically follow the recommendation of the Board of Directors. Additionally, under Mexican law, we may only pay dividends from retained earnings included in financial statements that have been approved at a general shareholders’ meeting, after all losses from prior fiscal years have been satisfied and after at least 5% of net income (after profit sharing and other deductions required by Mexican law) has been allocated to legal reserves, up to an amount equal to 20% of our paid-in capital stock from time to time. We have paid no dividend since our incorporation.

Our Board of Directors is not currently considering the adoption of a dividend policy. Changes in our operating and financial results, including those derived from extraordinary events, and risks described in “Risk Factors” that affect our financial condition and liquidity, could limit any distribution of dividends and their amount. We cannot provide any assurances that we will pay dividends in the future or as to the amount of dividends, if any are paid.

The amount and payment of future dividends, if any, will be subject to applicable law and will depend upon a variety of factors that may be considered by our Board of Directors or our shareholders, including our future operating results, financial condition, capital requirements, investments in potential acquisitions or other growth opportunities, legal restrictions, contractual restrictions in our current and future debt instruments and our ability to obtain funds from our subsidiaries. Such factors may limit or prevent the payment of any future dividends and may be considered by our Board of Directors in recommending, or by our shareholders in approving, the payment of any future dividends.

We are a holding company and our income, and therefore our ability to pay dividends, is dependent upon the dividends and other distributions that we receive from our subsidiaries. The payment of dividends or other distributions by our subsidiaries will depend upon their operating results, financial condition, capital expenditures plans and other factors that their respective boards of directors deem relevant. Dividends may only be paid out of distributable reserves and our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to us. In addition, covenants in loan agreements, if any, of our subsidiaries, may limit their ability to declare or pay cash dividends.

In the event we were to declare dividends they would be paid in Mexican Pesos through Indeval to each custodian, which would deduct any applicable withholding taxes. In the case of series A shares represented by ADSs, the depositary will convert the cash dividends it receives in Mexican Pesos into U.S. Dollars at the prevailing rate of exchange, and thereafter it would distribute the amount so converted to the holders of ADSs, net of conversion expenses of the depositary. Fluctuations in the Mexican Peso—U.S. Dollar exchange rate will affect the amount of dividends that ADS holders would receive.

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Dividends paid from our distributable earnings that have not been subject to corporate income tax (i.e., that do not derive from our net after-tax profits account (cuenta de utilidad fiscal neta or “CUFIN”) are subject to a corporate-level tax payable by us. We are entitled to apply any such tax on the distribution of earnings as a credit against our Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. Dividends paid from our distributable earnings that have been subject to corporate income tax (i.e., that derive from the company’s CUFIN balance) are not subject to this corporate-level dividend income tax.

On March 16, 2022, the Board of Directors of the Company called for an Ordinary and Extraordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$23.84 million (namely the total net profits for the year 2021, including the retained profits (accumulated results) minus US$1.26 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary and Extraordinary General Shareholders’ meeting on April 26, 2022.

On October 26, 2022, the Board of Directors of the Company called for an Ordinary General Shareholders’ meeting, to propose, discuss, and, if applicable, approve a proposal permitting up to US$25.63 million (namely the total net profits for the first nine months of 2022, including the retained profits (accumulated results) minus US$1.35 million, that will be set aside to constitute the legal reserve) to be used for the purchase of the Company’s own shares during 2022. If the maximum amount of funds set aside for the purchase are not entirely used by December 31, 2022, the Company may use the remaining amount to repurchase its own shares during 2023. The amount of funds applicable to be used in 2023 may be increased or modified by any subsequent shareholders’ meeting. The proposal was subsequently approved by the Ordinary General Shareholders’ meeting on December 7, 2022.

On April 24, 2023, the Shareholder’s Meeting approved an amendment of the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2023, from the originally approved US$20.1 million to US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2024.

On August 6, 2024, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2024, for US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ended December 31, 2025.

On April 9, 2025, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2025, which is US$50.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ending December 31, 2026.

On April 28, 2026, the Shareholder’s Meeting approved the maximum amount of funds that may be used for the purchase of the Company’s shares (or securities representing such shares) for the fiscal year ended December 31, 2026, which is US$150.0 million, the remainder of which, if any, may be used for the same purposes for the fiscal year ending December 31, 2027.

SIGNIFICANT CHANGES

There are no significant changes to the financial information included in the most recent audited financial statements contained in this annual report, other than as otherwise described in this annual report.

ITEM 9.

THE OFFER AND LISTING

TRADING HISTORY

Our capital stock is comprised of common shares, no par value. Each share entitles the holder thereof to one vote at shareholders’ meetings. All outstanding shares are fully paid in and our common shares have been listed on the BMV since 2017. Since July 26, 2019, our ADSs have been listed on the NYSE. The ADSs have been issued by the Bank of New York as depositary. Each ADS represents one common share.

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MARKET INFORMATION

Market of Our Shares

Our ADSs are currently listed on the NYSE under the symbol “VIST.” Each ADS issued by the Depositary represents rights to one series A share. Our series A shares are listed on the Mexican Stock Exchange under the symbol “VISTA.” As of December 31, 2025, the variable portion of our outstanding capital stock was comprised by 104,299,703 series A shares, registered with the RNV and listed on the Mexican Stock Exchange. The variable portion of our capital stock is of unlimited amount pursuant to our bylaws and the applicable laws, whereas the fixed portion of our capital stock is divided into two series C shares, registered with the RNV and listed on the Mexican Stock Exchange.

Trading on the Mexican Stock Exchange

The Mexican Stock Exchange, located in Mexico City, is one of two stock exchanges currently operating in Mexico. Operating continuously since 1907, the Mexican Stock Exchange is organized as a variable capital public stock corporation (sociedad anónima bursátil de capital variable). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m. Mexico City time, subject to adjustments to operate uniformly with certain markets in the United States.

Since January 1999, all trading on the Mexican Stock Exchange has been affected electronically. The Mexican Stock Exchange may impose a number of measures to promote an orderly and transparent trading price of securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer, when price fluctuations exceed certain limits.

Settlement of transactions with equity securities on the Mexican Stock Exchange are affected three business days after a share transaction is agreed to. Deferred settlement is not permitted without the approval of the Mexican Stock Exchange, even where mutually agreed. Securities traded on the Mexican Stock Exchange are on deposit in book-entry form through the facilities of Indeval, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities. Transactions must be settled in Mexican Pesos except under limited circumstances and in respect of limited transactions in which settlement in foreign currencies may be permitted.

Market Regulation

In 1924, the CNBV was established to regulate banking activity and in 1946, the Mexican Securities Commission was established to regulate securities market activity. In 1995, these two entities merged to form the CNBV.

Among other things, the CNBV regulates the public offering and trading of securities, public companies and participants in the Mexican securities market (including brokerage houses and the Mexican Stock Exchange), and imposes sanctions for the illegal use of insider information and other violations of the Mexican Securities Market Law. The CNBV regulates the Mexican securities market, the Mexican Stock Exchange, and brokerage firms, through its staff and a board of governors composed of thirteen members.

Mexican Securities Market Law

The current Mexican Securities Market Law (as amended from time to time) was published in the Mexican Federal Official Gazette on December 30, 2005, and became effective on June 28, 2006, and is referred to as the Mexican Securities Market Law.

157

In particular, the Mexican Securities Market Law:

•

includes private placement exemptions directed to Mexican institutional and qualified investors, and specifies the requirements that need to be satisfied for an issuer or underwriter to fall within the exemption;

•

includes improved rules for tender offers, dividing them in either voluntary or mandatory;

•

establishes standards for disclosure of holdings applicable to shareholders of public companies;

•

establishes the role of the board of directors of public companies;

•

defines the role of the chief executive officer and other relevant officers of public corporations;

•

defines the standards applicable to the board of directors and the duties and potential liabilities and penalties applicable to each director, the chief executive officer and other executive officers and the audit and corporate governance committee (introducing concepts such as the duty of care, duty of loyalty and safe harbors for actions attributable to directors and officers);

•

establishes the audit and corporate governance committee and establishes the audit and corporate governance committee with clearly defined responsibilities;

•

sets forth rights of minority shareholders (including the right to initiate shareholders’ derivative suits);

•

defines applicable sanctions for violation of law;

•

provides flexibility to allow regulated Mexican brokerage firms to engage in certain limited activities;

•

regulates stock exchanges, clearinghouses, futures and derivatives markets, and rating agencies;

•

establishes penalties (including incarceration), arising from violations of the Mexican Securities Market Law and regulations thereunder;

•

establishes that public companies are considered a single economic unit with the entities they control for reporting accounting and other purposes;

•

establishes concepts such as consortiums, groups of related persons or entities, control and decision-making power;

•

defines rules relating to the types of securities that may be offered by public companies;

•

sets forth information for share repurchases; and

•

specifies requirements for implementing anti-takeover measures.

In March 2003, the CNBV issued certain general regulations applicable to issuers and other securities market participants, which regulations have since been amended, or the General Regulations, and in September 2004, the CNBV issued certain general regulations applicable to brokerage firms. The General Regulations, which repealed several previously enacted CNBV regulations, provide a consolidated set of rules governing public offerings, reporting requirements and issuer activity, among other things.

More recently, a decree amending certain provisions on the Mexican Securities Market Law became effective on December 29, 2023, which contains, among others, certain provisions and adjustments (a) providing flexibility to issue different series and classes of shares without requiring CNBV authorization and without a percentage limit, including shares without voting rights, with restricted voting rights, with veto rights, that limit or expand the distribution of profits or other special economic rights; and (b) allowing to delegate to the board of directors of public companies the authority to approve capital increases and determine the terms for the subscription of shares issued in connection with such increase, including restrictions on the exercise of preemptive subscription rights.

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Issuance, Registration and Listing Standards

In order to offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements. Only securities that have been registered with the RNV, pursuant to approval by the CNBV may be listed on the Mexican Stock Exchange.

The General Regulations require the Mexican Stock Exchange to adopt minimum requirements for issuers that seek to list their securities in Mexico. These requirements relate to operating history, financial and capital structure, and minimum public floats, among other things. The General Regulations also require the Mexican Stock Exchange to implement minimum requirements (including minimum public floats) for issuers to maintain their listing in Mexico. These requirements relate to the issuer’s financial condition, capital structure and public float, among others. The CNBV may waive some of these requirements in certain circumstances. In addition, some of the requirements are applicable for each series of shares of the relevant issuer.

The CNBV’s approval for registration with the RNV does not imply any kind of certification or assurance related to the investment quality of the securities, the solvency of the issuer, or the accuracy or completeness of any information delivered to the CNBV or included in any offering document.

The Mexican Stock Exchange may review compliance with the foregoing requirements and other requirements at any time, but will normally do so on an annual, semi-annual and quarterly basis. The Mexican Stock Exchange must inform the CNBV of the results of its review, and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of these minimum requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose a plan, if the plan is not satisfactory to the Mexican Stock Exchange, or if an issuer does not make substantial progress with respect to the implementation of the corrective plan, trading of the relevant series of shares on the Mexican Stock Exchange may be temporarily suspended. In addition, if an issuer fails to implement the plan in full, the CNBV may cancel the registration of the shares, in which case the majority shareholder or any controlling group will be required to carry out a tender offer to acquire all of the outstanding shares of the issuer in accordance with the tender offer provisions set forth in the Mexican Securities Market Law (under which all holders must be treated in the same manner).

Reporting Obligations

Issuers of listed shares such as the Company, are required to file unaudited quarterly financial statements and audited annual financial statements (together with an explanation thereof) and periodic reports, in particular reports dealing with material events, with the CNBV and the Mexican Stock Exchange. Mexican issuers must file the following reports:

•

a comprehensive annual report prepared in accordance with the General Regulations, by no later than April 30 of each year, which must include (i) audited annual financial statements and (ii) reports on the activities carried out by the audit and corporate governance committee;

•

quarterly reports, within 20 business days following the end of each of the first three quarters and 40 business days following the end of the fourth quarter;

•

reports disclosing material information;

•

reports and disclosure memoranda revealing corporate restructurings such as mergers, spin-offs or acquisitions or sales of assets, approved by shareholders’ meeting or the board of directors;

•

reports regarding the policies and guidelines with respect to the use of the company’s (or its subsidiaries) assets by related persons; and

•

details dealing with agreements among shareholders.

Pursuant to the General Regulations, the internal rules of the Mexican Stock Exchange were amended to implement an automated electronic information transfer system (Sistema Electrónico de Envío y Difusión de Información, or SEDI) called the Sistema Electrónico de Comunicación con Emisoras de Valores, or EMISNET, for information required to be filed with the Mexican Stock Exchange. Issuers of listed securities must prepare and disclose their financial and other information via EMISNET. Immediately upon receipt, the Mexican Stock Exchange makes this financial and other information available to the public.

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The General Regulations and the rules of the Mexican Stock Exchange require issuers of listed securities to file through SEDI information that relates to any event or circumstance that could influence an issuer’s share prices and investor decisions to acquire stock. If listed securities experience unusual price volatility, the Mexican Stock Exchange must immediately request that an issuer inform the public as to the causes of the volatility or, if the issuer is unaware of the causes, that it makes a statement to the effect that it is unaware of the causes of such volatility. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to material events when it deems the available public information to be insufficient, as well as instruct issuers to clarify information when necessary. The Mexican Stock Exchange may request that issuers confirm or deny any material event that has been disclosed to the public by third parties when it deems that the material event may affect or influence the price of the listed securities. The Mexican Stock Exchange must immediately inform the CNBV of any such request. In addition, the CNBV may also make any of these requests directly to issuers. An issuer may delay the disclosure of material events if:

•

the information is related to transactions that have not been consummated;

•

there is no public information in the mass media relating to the material event; and

•

no unusual price or volume fluctuation occurs.

If an issuer elects to delay the disclosure of material, it must implement adequate confidentiality measures (including maintaining a log with the names of parties in possession of confidential information and the date when each such party became aware of the relevant information).

Similarly, if an issuer’s securities are traded on both the Mexican Stock Exchange and a foreign securities exchange, the issuer must simultaneously file the information that it is required to file pursuant to the laws and regulations of the foreign jurisdiction with the CNBV and the Mexican Stock Exchange.

Suspension of Trading

In addition to the authority of the Mexican Stock Exchange under its internal regulations described above, the CNBV and the Mexican Stock Exchange may suspend trading in an issuer’s securities:

•

if the issuer does not disclose a material event;

•

failure by the issuer to timely or adequately comply with its reporting obligations;

•

significant exceptions or comments contained in the auditors’ opinions of the issuer’s financial statements, or determinations that such financial statements were not prepared in accordance with the applicable accounting procedures and policies; or

•

upon price or volume volatility or changes in the trading of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the General Regulations.

The Mexican Stock Exchange must immediately inform the CNBV and the general public of any suspension. An issuer may request that the CNBV or the Mexican Stock Exchange permit trading to resume if it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with periodic reporting requirements. If an issuer’s request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading (which may include a bidding process to determine applicable prices). If trading in an issuer’s securities is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose via SEDI, before trading may resume, a description of the causes that resulted in the suspension.

Under consent regulations, the Mexican Stock Exchange may consider the measures adopted by other non- Mexican exchanges to suspend and/or resume trading of an issuer’s shares, in cases where the relevant securities are simultaneously traded on stock exchanges located outside of Mexico.

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Insider Trading, Trading Restrictions and Tender Offers

The Mexican Securities Market Law contains specific regulations regarding insider trading, including the requirement that persons in possession of information deemed privileged abstain (i) from directly or indirectly, trading in the relevant issuer’s securities, or derivatives with respect to such securities, the trading price of which may be affected by such information, (ii) from making recommendations or providing advice to third parties to trade in such securities, and (iii) disclosing or communicating such privileged information to third parties (except for persons to whom such information must be disclosed as a result of their positions or employment).

Pursuant to the Mexican Securities Market Law, the following persons must notify the CNBV of any transactions undertaken by them with respect to a listed issuer’s securities, whether on a case-by-case basis or quarterly:

•

members of a listed issuer’s board of directors;

•

shareholders directly or indirectly controlling 10% or more of a listed issuer’s outstanding capital stock; and

•

officers.

These persons must also inform the CNBV of the effect of the transactions within five days following their completion. In addition, insiders must abstain from purchasing or selling securities of the issuer within three months from the last sale or purchase, respectively.

Also, directors and relevant officers that are holders of 1% or more of the outstanding shares of a Mexican public company, must disclose their holdings and the relevant issuer.

Subject to certain exceptions, any acquisition of a public company’s shares that results in the acquirer owning 10% or more, but less than 30%, of an issuer’s outstanding capital stock, must be publicly disclosed to the CNBV and the Mexican Stock Exchange by no later than one business day following the acquisition.

Any acquisition or disposition by certain insiders that results in such insider increasing or decreasing in 5% or more such insider’s holdings in shares of the public company to which it is related must also be publicly disclosed to the CNBV and the Mexican Stock Exchange no later than one business day following the acquisition or disposition. The Mexican Securities Market Law requires that convertible securities, warrants and derivatives to be settled in kind be considered in the calculation of share ownership percentages of public companies.

Tender Offers

The Mexican Securities Market Law contains provisions relating to public tender offers and certain other share acquisitions occurring in Mexico. Under the Mexican Securities Market Law, tender offers may be voluntary or mandatory. Both are subject to prior approval of the CNBV and must comply with general legal and regulatory requirements. Voluntary tender offers, or offers where there is no requirement that they be initiated or completed, are required to be made pro rata. Any intended acquisition of a public company’s shares that results in the acquirer owning 30% or more requires the acquirer to make a mandatory tender offer for the greater of (i) the percentage of the capital stock intended to be acquired, or (ii) 10% of the company’s outstanding capital stock, provided that if such acquisition is aimed at obtaining control, then the potential acquirer is required to launch a mandatory tender offer for 100% of the company’s outstanding capital stock (however, under certain circumstances, the CNBV may permit an offer for less than 100%). The tender offer must be made at the same price to all shareholders and classes of shares. The board of directors, with the advice of the audit and corporate governance committee, must issue its opinion in respect of the fairness of the price applicable to any mandatory tender offer, which may be accompanied by an independent fairness opinion. Directors and the chief executive officer of a public company, in respect of which a tender offer has been made, must disclose whether or not each of them will tender his respective shares in the tender offer.

Under the Mexican Securities Market Law, all tender offers must be open for at least 20 business days and purchases thereunder are required to be made pro rata to all tendering shareholders. The Mexican Securities Market Law also permits the payment of certain amounts to a controlling shareholder over and above the offering price if these amounts are fully disclosed, approved by the board of directors, and paid solely in connection with non-compete

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or similar obligations. The law also provides exceptions to the mandatory tender offer requirements and specifically sets forth remedies for non-compliance with these tender offer rules (e.g., suspension of voting rights, possible annulment of purchases, etc.) and other rights available to prior shareholders of the issuer.

Anti-Takeover Protections

The Mexican Securities Market Law provides that public companies may include anti-takeover provisions in their by-laws if such provisions (i) are approved by a majority of the shareholders, without shareholders representing 20% or more of the capital stock present at the meeting voting against such provision, and (ii) do not contravene legal provisions related to tender offers or have the effect of disregarding the economic rights related to the shares held by the acquiring party.

ITEM 10.

ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

General

We were incorporated on March 22, 2017, with public deed number 79,311 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, as a capital stock corporation. A copy of our bylaws can be obtained from the CNBV or the Mexican Stock Exchange and is available for review at www.bmv.com.mx.

Pursuant to the shareholders resolutions that approved our initial public offering as documented by public deed number 80,566 on July 28, 2017 and registered with the Mexican Public Registry of Commerce in Mexico City, under commercial folio number N-2017024493, we became a publicly traded company of variable capital stock (sociedad anónima bursátil de capital variable) and approved amendments to our bylaws in order to comply with applicable provisions in the Mexican Securities Market Law.

You may obtain a copy of our current bylaws from us or from the Mexican Stock Exchange through the following website: www.bmv.com.mx and www.vistaenergy.com. An English translation of our current bylaws is available from us upon request via email at ir@vistaenergy.com.

Corporate Purpose

Pursuant to Article three of our bylaws, the corporate purpose of Vista is to engage, among others, in the following activities:

(i)

acquire, by any legal means, any type of assets, stock, partnership interests, equity interests or interests in any kind of commercial or civil companies, associations, partnerships, trusts or any kind of entities within the energy sector, whether such entities are Mexican or foreign, at the time of their inception or at a later time as well as sell, assign, transfer, negotiate, encumber or otherwise dispose of or pledge such assets, stocks, equity interests or interests;

(ii)

participate as a partner, shareholder or investor in all businesses or entities, whether mercantile or civil, associations, trusts or any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of incorporated companies, as well as to exercise the corporate and economic rights derived from such participation and to buy, vote, sell, transfer, subscribe, hold, use, encumber, dispose, modify or auction under any title, such shares, equity interests or other kind of interests, as well as participations of all kind in entities subject to applicable law, as it is necessary or convenient;

(iii)

issue and place shares representative of its social capital, either through public or private offerings, in national or foreign stock exchange markets;

(iv)

issue or place warrants, either through public or private offerings, by shares representing their capital stock or any other type of securities, in domestic or foreign stock exchange markets; and

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(v)

issue or place negotiable instruments, debt instruments or any other value, either through public or private offerings, in domestic or foreign stock exchange markets.

Capital Stock

Our capital stock is variable. The amount of the fixed portion of our capital stock that is not subject to rights of withdrawal is Ps.3,000, represented by two series C common, nominative shares no par value. As of December 31, 2025, the two series C shares are held by the Company, and no economic or corporate rights might be exercised in connection therewith. The variable portion of our capital stock subject to rights of withdrawal is unlimited and represented by series A shares, which are ordinary, nominative, no par value and grant equal economic and corporate rights and obligations to their holders. As of December 31, 2025, the variable portion of our outstanding capital stock was comprised by 104,299,703 series A shares. Our series A shares may be subscribed to and paid for by Mexican or foreign individuals or corporations, as well as by any other foreign entities with or without legal entity. Our series B shares (which were ordinary, nominative, with no par value and grant the same economic and corporate rights and obligations to their holders) have been cancelled and at their time, were subscribed and paid by our Strategic Partners (otherwise referred to herein as the Sponsor) and the independent directors of the Company and were converted into series A shares as approved at an ordinary general shareholders’ meeting.

On August 1, 2017, prior to the closing of our initial public offering in Mexico, Vista and its strategic partners, Vista Sponsor Holdings, L.P. (an entity controlled by senior personnel from Riverstone Investment Group LLC) together with Miguel Galuccio, Pablo Vera Pinto, Juan Garoby and Alejandro Cherñacov (collectively, the “Sponsor”), entered into a strategic partners agreement (“Strategic Partners Agreement”) in connection with the private placement of the Sponsor Warrants. Pursuant to the Strategic Partners Agreement, the parties agreed, among other things, (i) to purchase the Sponsor Warrants, (ii) that the Sponsor Warrants may be exercised without cash payment as described in “Item 10—Additional Information—Memorandum and Articles of Association—Warrants,” (iii) in the event that the warrants terminate early and the Sponsor Warrants expire without being exercised, the parties agreed to issue another security or instrument that permits them to purchase series A shares in the same manner as the expired Sponsor Warrants, and (iv) to certain lockup provisions, which have expired as of the date of this annual report. As of the date of this annual report, there are no outstanding warrants. As of the date of this annual report, and as a consequence of the exercise of all outstanding warrants on March 15, 2023, the Strategic Partners Agreement has come to an end as the terms thereof are no longer applicable.

On March 22, 2018, a shareholders’ meeting authorized the Plan. That same shareholders’ meeting approved the reservation of 8,750,000 series A shares issued by the Company on December 18, 2017, for the implementation of the Plan. Additionally, the series A shares repurchased by the Company through our buy-back program may be allocated to the Plan. As of the date of this annual report, 14,419,381 series A shares have been vested and are outstanding in connection with the Plan. If all series A shares currently reserved for the Plan, in addition to all the shares repurchased through the ongoing buy-back program, became outstanding, our issued and outstanding share capital would increase 0.8% from 105,219,182 series A shares outstanding as of the date of this annual report to 106,078,533 series A shares. See “Item 6—Directors, Senior Management and Employees—Long-Term Incentive Plan.”

At an ordinary general shareholders’ meeting, our shareholders may approve the issuance of other types of shares including those who have special rights or limited rights to holders and/or securities with respect to such shares.

Warrants

On October 4, 2022, Vista held a warrant holders’ meeting during which the warrant holders approved the amendments to the warrant indenture and the global certificate that covers such Warrants proposed by the Company, by means of which a cashless exercise mechanism was implemented that entitled the warrant holders to, in their sole discretion or at Vista’s discretion (in the latter case, with respect to all outstanding warrants and without any further request, notice or communication required to or from Holders or any other person), obtain one series A share for each 31 Warrants owned.

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During the period between October 10, 2022 and March 7, 2023, the warrants holders exercised 75,144,465 warrants, and as a result of such exercise, 2,424,015 additional series A shares became outstanding.

On March 7, 2023, Vista concluded the process with the CNBV to update the registration of Vista’s warrants in the RNV enabling the Automatic Cashless Exercise. On March 15, 2023, by virtue of such Automatic Cashless Exercise, and after giving effect thereto, the 24,535,535 outstanding Warrants were exercised, equivalent to 791,439 additional series A shares became outstanding. By virtue of the exercise of all warrants (i.e., those exercised by the Holders before the Automatic Cashless Exercise, plus those exercised pursuant to such Automatic Cashless Exercise), the total number of series A shares that became outstanding is 3,215,454. As of the date of this annual report, there are no outstanding warrants.

Movements in Our Capital Stock

Capital stock increases shall be made pursuant to resolutions adopted by our shareholders in general shareholders’ meetings.

Increases of our capital stock in its fixed portion are approved by resolutions taken by our shareholders in extraordinary shareholders’ meetings, with a corresponding amendment to our bylaws, while the modification of our capital stock in its variable portion is approved in ordinary shareholders’ meetings, which shall be formalized before a notary public, without it being necessary that the relevant public deed is recorded before the public registry of commerce of our corporate domicile.

Additionally, we may affect capital increases due to the capitalization of shareholders’ equity accounts, pursuant to Article 116 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, through payment in cash or in kind, capitalization of liabilities or by any other means allowed by applicable law. Regarding the increases by means of capitalization of shareholders’ equity accounts, all shares shall have the right to the proportional part that correspond to them in the increase, without it being necessary to issue new shares representing the increase.

Capital increases, except for those arising from our acquisition of our own securities, shall be recorded in a capital variation registry book, which we are required to maintain pursuant to Article 219 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.

We may keep unsubscribed shares resulting from capital increase in treasury, or otherwise cancel such shares, in both cases a prior capital decrease shall be resolved by a shareholders’ meeting to the extent necessary.

Our capital stock may only be reduced upon approval of our shareholders through resolutions adopted by them in either ordinary or extraordinary shareholders’ meetings, in accordance with the provisions set forth in Article 12 of our bylaws except for (i) the separation of shareholders as described in Article 206 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time, and other applicable law; and (ii) the acquisition of our own shares in accordance with our bylaws, the Mexican Securities Market Law and other applicable law.

We may only reduce the fixed portion of our capital stock upon approval of our shareholders through resolutions adopted by them at an extraordinary shareholders’ meeting, the amendment of our bylaws and the formalizing of the relevant meeting minutes before a notary public. We may also reduce the variable portion of our capital stock upon approval by our shareholders through resolutions adopted by them at an ordinary shareholders’ meeting, the minutes of which shall be formalized before a notary public; provided that when the shareholders exercise their separation right or when the decreases are a result of the reacquisition of our own shares, no resolution from the shareholders’ meeting will be needed.

We may reduce our capital stock to absorb losses in the event that any shareholder exercises its right of separation pursuant to Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, as well as a result of the reacquisition by the Company of our own shares pursuant to our bylaws, or in any other case allowed under applicable law.

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Capital reductions to compensate losses will be carried out proportionally among all the shares representing our capital stock, without it being necessary to cancel shares since they do not have par value.

Holders of securities that are part of the variable portion of our capital stock may not exercise their right of withdrawal described in Article 220 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, pursuant to Article 50 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

We shall register all capital reductions in our capital variations registry book, except for reductions resulting from repurchase of our own shares.

Voting Rights

Pursuant to our bylaws, each series of our shares grants the same rights and obligations to holders thereof, including economic rights, since all holders of the shares participate equally, without any distinction, in any dividend, repayment, amortization or distribution of any nature on the terms further described herein.

Our bylaws provide that, we may issue shares of different series or classes, with no voting rights, with limited corporate rights or with limited voting rights.

Non-voting shares shall not count for determining the necessary quorum to call to order a general shareholders’ meeting. Limited or restricted voting shares will count only in determining the necessary quorum to call to order shareholders’ meetings in which their vote is needed or special meetings.

Resolutions adopted at any general shareholders’ meeting in which the issuance of shares with different series or classes is approved shall set forth the rights, limitations, restrictions and all other characteristics corresponding to such shares.

Shareholders’ Meetings

A general shareholders’ meeting acts as our supreme body and authority. General shareholders’ meetings may be ordinary or extraordinary, as well as special, and shall always be held in our corporate domicile, except for cases of force majeure or acts of God.

Pursuant to Mexican law and our bylaws, general shareholders’ meetings require 15 calendar days advance notice to be legally convened upon first or subsequent calls. Extraordinary general shareholders’ meetings are convened to approve any of the matters referred to in Article 182 of Mexico’s General Law of Commercial Companies, Articles 48, 53 and 108 of the Mexican Securities Market Law, or any other provisions replacing them from time to time and other applicable law, as well as those provisions contained in Articles 9 and 19 of our bylaws. All other general shareholders’ meetings shall be ordinary meetings, including those meetings which address increases and reductions to the variable portion of our capital stock.

Special shareholders’ meetings shall convene to handle any matter that may affect the rights granted to the holders of a series of our shares and shall be subject to the applicable provisions in our bylaws that were established for extraordinary general shareholders’ meetings, in respect to attendance and voting quorums, as well as formalization of minutes.

An ordinary general shareholders’ meeting shall be held at least once each year within the first four months following the end of the previous fiscal year in order to approve the matters listed in the agenda for such meeting, the matters described in Article 181 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time, as well as to do any of the following:

(i)

discuss, approve or modify reports of the chairmen of both the audit committee and the corporate practices committee;

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(ii)

discuss, approve or modify reports of our Chief Executive Officer, pursuant to Article 28, Section IV, and Article 44, Section XI, of the Mexican Securities Market Law, or any other provision replacing them from time to time and other applicable law;

(iii)

discuss, approve or modify reports of the board of directors, pursuant to sub-paragraph (b) of Article 172 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law;

(iv)

review the opinion of the board of directors regarding the content of the Chief Executive Officer’s reports;

(v)

decide on the use of profits, if any;

(vi)

appoint members of our board of directors, the Secretary and Deputy Secretary and the members of committees, as well as their respective substitutes, as the case may be, and appoint or remove the chairmen of both the audit committee and the corporate practices committee;

(vii)

determine the independence of directors;

(viii)

determine the maximum amount of corporate funds that may be used for the repurchase of our own securities;

(ix)

approve transactions that we intend to carry out in the course of the fiscal year, when such transactions, or a series of transactions considered together on an aggregate basis based on certain shared characteristics (as determined by the Mexican Securities Market Law), represent an amount that is 20% or more of our consolidated assets, determined on the basis of the value of our consolidated assets at the end of the immediately preceding quarter (in such meetings, the shareholders with limited or restricted voting rights may vote); and/or

(x)

handle any other matter in accordance with applicable law and that is not specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting.

An extraordinary general shareholders’ meeting shall handle any of the matters described in Article 182 of Mexico’s General Law of Commercial Companies or any other provision replacing it from time to time. In addition, shareholders at such an extraordinary meeting may do any of the following:

(i)

amend our bylaws to prevent an acquisition of our securities that would provide an acquirer or acquirers control of our Company;

(ii)

increase our capital stock pursuant to the terms of Article 53 of the Mexican Securities Market Law, or any other provision replacing it from time to time;

(iii)

cancel the registration any of our capital stock or the certificates representing such securities with the RNV;

(iv)

generally, amend our bylaws;

(v)

approve the cancellation of shares representing our capital stock with distributable profits and the issuance of dividend certificates or limited-voting, preferential or any other kind of shares different from ordinary shares; and/or

(vi)

handle any other matter in accordance with applicable law or our bylaws that expressly requires a special quorum or is specifically reserved by law to be taken up at an extraordinary general shareholders’ meeting.

Any general shareholders’ meeting may be called by our board of directors, the Chairman of the Board of Directors, our Secretary or either the Audit Committee or Corporate Practices Committee. The holders of shares with voting rights representing 10% or more of our capital stock may also request a general shareholders’ meeting, individually or collectively, from the Chairman of the board of directors or to the relevant committee, notwithstanding the percentage set forth under Article 184 of Mexico’s General Law of Commercial Companies.

A shareholder request for a general shareholders’ meeting may be granted so long as such request meets the requirements set forth in Article 185 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. If a call is not made within 15 calendar days following the request date, a civil or district court judge of the Company’s domicile will make such a call at the request of any interested shareholder, who must prove the ownership of its shares for such purposes.

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Calls for general shareholders’ meetings shall be published in the electronic system established by the Mexican Ministry of Economy for such purposes and may be published in one of the newspapers of largest circulation in the corporate domicile of the Company within at least 15 calendar days prior to the date on which the relevant meeting is intended to take place, pursuant to applicable law.

From the date of notice of a general shareholders’ meeting to the date on which the meeting is held, we will make available to the shareholders, in our offices, immediately and free of charge, all information that we may deem necessary to vote on matters at the meeting, including the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.

General shareholders’ meetings may be held without prior notice (as described above) in the event that all the shares representing the capital stock with voting rights, or the relevant series of shares (in the event of a special meeting) are present or represented at the time of the voting at a meeting.

Notwithstanding the foregoing and in accordance with the second paragraph of Article 178 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, shareholders may adopt resolutions by unanimous written consent without a meeting, which will have the same validity and effectiveness as if such resolutions had been approved in a general shareholders’ meeting.

Shareholders may be represented at general shareholders’ meetings by an attorney-in-fact that has a power-of-attorney granted pursuant to the forms described in Section III of Article 49 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law or pursuant to a power of attorney granted pursuant to applicable law.

To be admitted to a general shareholders’ meeting, shareholders shall be duly registered in our stock registry book managed in accordance with Article 128 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law, or they may present certificates issued by the Indeval or any other institution that acts as a depository of securities in accordance with the Mexican Securities Market Law.

To attend a special or general shareholders’ meeting, the relevant shareholder must prove to the Secretary non-member of our board of directors that it does not require the prior approval by our board of directors pursuant to Article 9 of our bylaws.

Ordinary and extraordinary general shareholders’ meetings shall be presided over by the Chairman of the board of directors or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.

The Secretary non-member of the board of directors or the Deputy Secretary shall act as secretary of the general shareholders’ meetings or, in his or her absence, by such person as determined by the shareholders at the relevant meeting through a majority vote of shares present.

The chairman of the general shareholders’ meeting shall appoint one or more inspectors (escrutadores), from the shareholders, shareholders’ representatives or invitees attending the relevant meeting, who shall determine the existence or absence of a quorum, and who shall count the votes cast upon request by the chairman of the meeting.

The secretary of the general shareholders’ meeting shall prepare the minutes of such meeting, such minutes to be transcribed into our general shareholders’ meetings’ minutes registry and signed by both the chairman and the secretary of the relevant meeting as well as by the individuals who acted as inspectors. Any records regarding such meetings that were not able to transact matters because of a lack of quorum shall also be signed by the chairman, the secretary and the inspectors of the relevant meeting.

An ordinary general shareholders’ meeting shall be duly convened if, after first call of those present, at least 50% of the outstanding shares representing our capital stock are represented at such meeting. Decisions of an ordinary

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general shareholders’ meeting are approved by a simple majority of the shares with voting rights represented at such meeting. In the event of second or further calls, an ordinary general shareholders’ meeting shall be deemed duly convened, regardless of the number of present or represented shares, and decisions shall be approved by the simple majority of the shares present with voting rights.

An extraordinary general shareholders’ meeting shall be duly convened if, after the first call, at least 75% of the outstanding shares representing our capital stock are represented at such meeting. In the event of second or further calls, an extraordinary general shareholders’ meeting shall be deemed duly convened if most of our common stock is represented.

The resolutions adopted by an extraordinary shareholders’ meeting, irrespective of whether it was convened as the result of the first, second or subsequent call, will be valid if taken by a majority of the shares of our capital stock outstanding (and not held in treasury), except in the case of (i) cancellation of the registration with the RNV of the shares representing our capital stock or the warrants representing them, in which case the affirmative vote of 95% of the shares of our capital stock outstanding (and not held in treasury), will be required, and (ii) an amendment to our bylaws, in which case the affirmative vote of 65% of the shares of our capital stock outstanding (and not held in treasury), will be required.

Unanimous written consents adopted outside general shareholders’ meeting shall be transcribed in our shareholders’ meetings minutes registry book. Files containing copies of the minutes from each general shareholders’ meeting and each unanimous written consent, along with attendance lists, proxies, call copies, if any, and documents submitted to discussion, such as board of directors’ reports, our financial statements and other relevant documents, shall be formed and kept by us.

In the event that any minutes of a general shareholders’ meeting or any unanimous written consent cannot be registered in our shareholders’ meetings minutes registry book, we will formalize such minutes or unanimous written consent before a notary public in Mexico.

The minutes of general shareholders’ meetings, as well as the records of such meetings that were not held due to lack of quorum, will be signed by Chairman and Secretary of such shareholders’ meetings.

Profit distribution (dividends)

Generally, at an annual ordinary general shareholders’ meeting, our Board of Directors presents the financial statements corresponding to the preceding fiscal year to the shareholders for their approval. Once the general shareholders’ meeting approves those financial statements, all of the shares outstanding at the time of the declaration of a dividend or other distribution have the right to participate in that dividend or distribution.

Board of Directors

Composition

Our Board of Directors is responsible for the general oversight of our Company. The Board of Directors comprises a maximum of 21 directors, which number may be changed from time to time upon resolutions adopted at a general shareholders’ meeting, and of which at least 25% shall be independent pursuant to Articles 24 and 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law.

An alternate director may be appointed in place of each director; provided, however, that alternates for independent directors shall have the same independence qualifications of the independent director on whose behalf they are acting.

Directors are considered independent when they meet the requirements for independence set forth in Article 26 of the Mexican Securities Market Law, or any other provision replacing it from time to time and any other guidance or regulation issued by the CNBV.

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Director independence is determined by resolution adopted at an ordinary general shareholders’ meeting. The CNBV prior right of hearing of the company and of the director, may reject the independence determination of any director within 30 business days’ notice of the initial determination of said director’s independence.

Directors may or may not be shareholders and shall serve on the Board of Directors until removed and a successor is appointed, provided that at all times they shall have legal capacity to perform their duties and shall not be prevented from executing business. At all times the provisions contained in the second paragraph of Article 24 of the Mexican Securities Market Law shall be complied with.

The Board of Directors may appoint provisional directors, without input from a shareholders’ meeting, in the case of the death or disability of a director or expiration of his or her term. A general shareholders’ meeting shall ratify such appointments or appoint the new directors in the meeting following such event.

Directors may only be removed by resolution adopted at an ordinary general shareholders’ meeting.

Directors shall be appointed by a majority vote of shareholders at an ordinary general shareholders’ meeting; provided that for each 10% of outstanding capital stock held, a minority holder has the right to appoint one director.

Each year, the Chairman of the Board of Directors shall be appointed either at a general shareholders’ meeting or at a meeting of the Board of Directors. The chairman of the Board of Directors shall execute and carry out resolutions adopted at general shareholders’ meetings and meetings of the Board of Directors without the need for a special resolution.

The Secretary non-member of the Board of Directors and the Deputy Secretary shall be appointed at either an ordinary general shareholders’ meeting or at a meeting of the Board of Directors, as applicable. The Secretary shall not be a director but must carry out the obligations and duties prescribed by applicable law.

Temporary or permanent absences in the board of directors shall be covered by such directors’ appointed alternates. The Chairman of the board of directors shall have a tie-breaking vote in all matters.

The Chairman of the board of directors may be of any nationality, will chair the meetings of the Board of Directors and, in his or her absence, such meetings will be chaired by one of the directors appointed by a majority vote of the other attending directors.

Meetings of the Board of Directors

A meeting of the Board of Directors may be called either by the chairman of the Board of Directors, the chairman of the audit committee, the chairman of the corporate practices committee, the Secretary non-member of the Board of Directors or 25% of the directors by means of written notice, including, but not limited to, fax or email, to all directors at least 10 calendar days prior to the date set for such meeting. In the event that all directors are present, a meeting may be called to order without advance notice.

Our independent auditor may be called to attend any meeting of the Board of Directors with the right to speak but without voting rights; provided, however, that such auditor will never be present when matters which may raise a conflict of interest are discussed or that may compromise their independence.

Meetings of the Board of Directors shall be held at least four times during each fiscal year, in the corporate domicile of our Company, however, a meeting may be held outside of our corporate domicile or abroad if a majority of the directors approves it, and to allow meetings of the Board of Directors to be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members.

The minutes of meetings of the Board of Directors shall be transcribed into the Board of Directors’ meetings minutes book and shall be signed by all persons in attendance or, if expressly authorized by agreement at the meeting, solely by the Chairman of the Board of Directors and the Secretary non-member of the Board of Directors. A record and copies of the minutes and/or unanimous written consents of each meeting of the Board of Directors, as well as transcripts of any calls and any relevant documents regarding meetings, shall be kept by us.

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A meeting of the Board of Directors may be duly convened when a majority of directors are present. The Board of Directors shall make decisions through resolutions adopted by a majority vote of directors; in the event of a tie, the chairman of the Board of Directors shall cast the deciding vote.

Will be valid and legal all decisions made outside of meetings of the Board of Directors as long as taken by unanimous written consent of all directors and signed by all of the directors. The document in which the written confirmation is evidenced shall be sent to the Secretary of the Company, who will transcribe the relevant resolutions in the corresponding minutes book and shall indicate that such resolutions were adopted pursuant to our bylaws.

Authority of the Board of Directors

The Board of Directors represents our Company in business and corporate matters and has general powers of attorney for lawsuits and legal proceedings and acts of administration and ownership, in accordance with the terms set forth in Article 2554 of the Civil Code for the Federal District (Código Civil para el Distrito Federal) and the correlative provisions of the civil codes for each of the states of Mexico and the Mexican Federal Civil Code (Código Civil Federal). The Board of Directors shall represent us before all types of administrative and judicial authorities, federal, state or municipal, before the Arbitration and Conciliation Board (Junta de Conciliación y Arbitraje) and other labor authorities and arbitrators. The powers, include, but are not limited to, the following:

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performing all transactions and executing, amending and terminating agreements entered into pursuant to carrying out our corporate purposes;

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opening, managing and canceling bank accounts, including, but not limited to, the authority to appoint signatories who may draw funds from such account;

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withdrawing all types of deposits;

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appointing and removing the chief executive officer and setting his or her total compensation, as well as the establishing policies for the appointment and total compensation of other relevant directors;

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granting and revoking general and special powers of attorney;

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opening and closing branch offices, agencies and dependencies;

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executing all resolutions adopted at general shareholders’ meetings;

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representing our Company where we may have an interest or other participation in other companies or entities, as well as buying or subscribing for shares or partnership interests therein, at the time of such entities’ incorporation or at any other time;

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filing all types of claims and amparo proceedings, participating in arbitration, assigning and/or encumbering assets, receiving payments and discussing, negotiating, executing and reviewing collective or individual labor agreements;

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initiating criminal claims and complaints, and act as an adjudicant before the Argentine Public Prosecutor (Ministerio Público Argentino);

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accepting on our behalf mandates of legal entities or persons, either national or foreign;

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authorizing our Company or our subsidiaries to make real or personal guarantees, as well as any fiduciary involvement in order to secure our liabilities and become a joint obligor, guarantor, surety and an obligor in general in compliance with third-party liabilities and establish the necessary guarantees in order to secure such compliance;

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approving information and communication policies for shareholders and the market;

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calling for ordinary and extraordinary general and special shareholders’ meetings and executing the resolutions thereof;

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creating committees and appointing directors to serve as members on such committees (except for the appointment and ratification of chairmen of the audit committee and corporate practices committee, who shall be appointed by resolution at a general shareholders’ meeting);

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establishing strategies to fulfill our corporate purposes;

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taking any action authorized by Article 28 of the Mexican Securities Market Law or any other provision replacing it from time to time;

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resolve on any capital stock increase, determine the subscription terms of the shares object of the increase, including the exclusion of the preemptive subscription right in connection with the issuance of shares that are object of the delegation, as such authority may be delegated by the general shareholders’ meeting of Vista, under the terms of its by-laws and Article 55 of the Mexican Securities Market Law.

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approving the terms and conditions for the public offering and transfer of our treasury shares issued pursuant to Article 53 of the Mexican Securities Market Law;

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appointing the person or persons in charge of carrying out the acquisition or placement of shares authorized by a shareholders’ meeting, pursuant to Article 56 of the Mexican Securities Market Law, as well as the terms and conditions of such acquisitions and placements, within the limits set forth by the Mexican Securities Market Law and the relevant shareholders’ meeting, and inform the shareholders’ meeting of the result, in any fiscal year, of the exercise of such authorities;

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appointing provisional directors, pursuant to the provisions of the Mexican Securities Market Law;

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approving the terms and conditions of settlements through which the liability of any director for breach of the duties of diligence or loyalty is resolved;

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general power of attorney for lawsuits and collections and acts of administration for labor matters, including, without limitation, as further detailed in our bylaws and power of attorney for lawsuits and collections and for acts of administration for labor matters so that the Board of Directors may act as our representative in all labor maters and have the authorities to execute all kinds of agreements and carry out all kinds of actions in such regard;

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granting, revoking and canceling general and special powers of attorney within the scope of its authority and granting their substitution and delegation authority, except for those authorities the exercise of which is limited to the Board of Directors pursuant to applicable law or our bylaws; and

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entering into any and all necessary or convenient legal acts, agreements and/or documents.

The Board of Directors, when applicable, shall additionally have, pursuant to the terms set forth in Article 9 of Mexico’s General Law of Negotiable Instruments and Credit Transactions, a general power-of-attorney to issue, accept and endorse negotiable instruments, as well as to protest them and a general power-of-attorney to open and cancel bank accounts.

Committees

The general shareholders’ meeting or the Board of Directors may constitute committees that consider necessary for their operation.

In addition, our Board of Directors will maintain an Audit Committee and a Corporate Practices Committee in accordance with the Mexican Securities Market Law, the members of such committees to be exclusively comprised of a minimum of three independent directors appointed by the Board of Directors, pursuant to the terms set forth in Article 25 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

The Audit Committee, the Corporate Practices Committee and other committees created pursuant to our bylaws, shall meet in the form and frequency established by each such committee in the first or last board meeting held during each year (in the latter case regarding the calendar of meetings to be held during the following fiscal year), without the need to call for the members for each meeting when such meetings have been previously scheduled in accordance with the meeting calendar approved by the relevant committee for such purposes; provided, however, that in order for such meetings to be duly convened, a majority of the members shall be present and resolutions shall be approved by a majority vote of the members of such committee.

In addition, each committee shall meet when decided by its chairman, the Secretary non-member of the Board of Directors or any of its members, upon prior notice given at least three business days in advance to all the members of the committee and the required alternates. The independent auditor of the Company may be invited to the meetings of the committees, as an invitee with the ability to speak but not to vote.

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Decisions may be made outside of meetings of the committees and will have the same validity as if they had been approved in the session as long as they are approved by unanimous written consent of all committee members and signed by all of the members thereof. Likewise, the committees may meet at any moment, without prior notice, if all members are present.

Committees may not delegate their authorities as a whole to any person, but they may appoint deputies to implement their resolutions. The chairman of each committee will be entitled to individually implement such resolutions without needing express authorization. Each committee created pursuant to our bylaws shall inform the Board of Directors on an annual basis about the activities it performs or when it considers that facts or actions material for the Company have occurred. Minutes shall be prepared for each meeting of a committee, which shall be transcribed in a special minutes book. The minutes shall evidence the attendance of the members of the committee and the resolutions adopted, and they shall be signed by the individuals present and the Chairman and Secretary.

Meetings of the Committees may be held by telephone or by video conference or by any other means that enables the effective and simultaneous participation of its members.

For all that is not provided herein or in the Mexican Securities Market Law, committees shall operate pursuant to rules set by our Board of Directors, unless otherwise prescribed in our bylaws or in the Mexican Securities Market Law.

Committees shall keep the Board of Directors appraised of their activities at least once a year.

Duties of Directors

The Mexican Securities Market Law imposes a duty of diligence and loyalty on the members of the board of directors, the members of the board’s committees, the chief executive officer and on the relevant officers from which the chief executive officer seeks assistance. Such duty of diligence requires them to obtain sufficient information and to be sufficiently prepared in order to act in the best interest of the Company. The duty of diligence is complied with, mainly, by searching for and obtaining all the information that may be necessary in order to make decisions (including by means of hiring independent experts), attending sessions of the board of directors, of the committee in which they participate and disclosing to the board of directors relevant information in the possession of the relevant director or officer. Default of such duty of diligence by a board member subjects him or her to joint liability along with other board members that are liable in connection with the damages and lost profits caused to the Company or its subsidiaries.

The duty of loyalty mainly consists of a duty to act in the best interest of the Company and includes, primarily, the duty to maintain confidentiality of the information that the board members receive in connection with the performance of their duties, abstaining from voting in matters in respect to which they have a conflict of interest and abstaining from taking advantage of business opportunities of the Company. It is a violation of the duty of loyalty for a director to take actions that wrongfully benefit one or more shareholders, or for a director, without prior express consent of the disinterested members of the board of directors, to take a corporate opportunity that belongs to the Company or its subsidiaries.

It is also a violation of the duty of loyalty for a director to (i) use our assets, or consents to the use of our assets, in violation of any of our policies or (ii) disclose false or misleading information, order not to record, or prevent the recording of any transaction in our registries, which could affect our financial statements or cause important information to be improperly modified or not disclosed.

A director’s failure to comply with the duty of diligence or the duty of loyalty shall make him or her jointly liable with other directors or officers who have also failed to comply therewith for any damages caused to our Company resulting therefrom in the cases in which they have acted in bad faith, willfully or illegally.

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As a means of protection for our board members regarding breaches of the duty of diligence or the duty of loyalty, the Mexican Securities Market Law provides that directors will not be liable for the breach of such duties in the event that the board member acted in good faith and (a) in compliance with applicable law and our bylaws, (b) based on facts and information provided by our officers, independent auditors or experts whose credibility and reliability may not be reasonably questioned, and (c) elects the most suitable alternative in good faith or when the negative effects of such decision may not be reasonably foreseen based on the information available. Mexican courts have not interpreted the meaning of such provision and, therefore, its scope and meaning are uncertain.

Board members will be jointly liable with previous board members regarding irregularities caused by any prior board member if such irregularities are not reported to the audit committee and the corporate practices committee.

The members of the board of directors and the committees have no obligation to guarantee the performance of their positions.

The provisions regarding the duty of loyalty of the second and third paragraphs of Article 34 of the Securities Market Law must be observed.

The liability resulting from the breach of the duty of diligence or the duty of loyalty should be exclusive in favor of the Company, as the case may be, and may be exercised by the Company or by the shareholders who, individually or jointly, represent ownership of shares (including limited, restricted or non-voting shares) representing 5% or more of the share capital.

The members of the Board of Directors or the members of the committees should not be in default when they act in good faith or when any liability exclusion mentioned in Article 40 of the Mexican Securities Market Law, any other provision replacing it from time to time and other applicable law.

Audit and Corporate Practices Committees

The oversight of our management and conduct and execution of our business shall be vested in the board of directors through the Audit Committee and the Corporate Practices Committee, as well as our independent auditor.

The chairman of the audit committee and the chairman of the corporate practices committee shall be bound to provide an annual report pursuant to Article 43 of the Mexican Securities Market Law or any other provision replacing it from time to time.

Audit Committee

The audit committee shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the board of directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Audit Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Audit Committee must also satisfy the requirements described in Article 43, Section II of the Mexican Securities Market Law to serve.

The audit committee shall perform the functions described in Article 42, Section II of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, but are not limited to giving an opinion to the board of directors about matters entrusted to the Audit Committee, discussing the financial statements of our Company with the persons responsible for preparing them, informing the board of directors about the state of affairs concerning the internal control and audit systems of our Company, preparing an opinion about accounting policies and criteria and, in general, overseeing the corporate conduct of our Company.

We shall have an independent auditor to perform audits in compliance with the Mexican Securities Market Law.

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Corporate Practices Committee

The corporate practices shall be comprised of a minimum of three members, who shall be independent and shall be appointed at a general shareholders’ meeting or a meeting of the Board of Directors upon a proposal by the Chairman of the board of directors, except for the chairman of the Corporate Practices Committee, who shall be appointed and/or removed from office exclusively by resolution adopted at a general shareholders’ meeting. The chairman of the Corporate Practices Committee must also satisfy the requirements described in Article 43, Section I of the Mexican Securities Market Law to serve.

The corporate practices committee shall have the functions described in Article 42, Section I of the Mexican Securities Market Law, any other provision replacing it from time to time, guidance and/or regulation handed down by the CNBV and other applicable law. These functions include, among others derived from the Mexican Securities Market Law, issuing an opinion to the board of directors as requested about matters related to compliance with the Mexican Securities Market Law and our bylaws, requesting opinions from independent experts in connection with matters to be submitted for approval to the board of directors or in respect to which there is a conflict of interest, calling shareholders’ meetings and supporting the board of directors in the preparation of reports.

Indemnification

Pursuant to our bylaws, we shall indemnify and hold harmless the members, alternates and officers of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other Committees created by us, the Secretary and the Deputy Secretary non-members of the Board of Directors, and the Chief Executive Officer and other relevant officers, in relation to the performance of their duties, such as any claim, demand, proceeding or investigation initiated in Mexico or in any of the countries in which our shares are registered or listed, other securities issued on the basis of such shares or other fixed or variable income securities issued by us, or in any jurisdiction where we, or the companies we control, operate, in which such persons may be parties as members of such bodies, owners or alternates, and officials, including the payment of any damages or losses that have been caused and the amounts necessary to arrive, if deemed appropriate, to a transaction, as well as the total fees and expenses of lawyers (reasonably and documented) and other advisors to be retained to ensure the interests of such persons in the aforementioned cases, on the understanding that the Board of Directors shall be the body empowered to resolve, in the aforementioned cases, whether it considers convenient to retain the services of lawyers and other different advisors to those who are advising us in the relevant case. This indemnity shall not apply if such claims, demands, proceedings or investigations result from gross negligence, willful misconduct, bad faith or illegally pursuant to the applicable law of the indemnified party concerned. Furthermore, we may purchase, in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee and any other committees formed by us, of the Chief Executive Officer or any other relevant officer, the insurance, bond or guarantee which covers the amount of the indemnity for the damages caused by his/her performance within our organization or entities controlled by us or in which we have significant influence, except in the event of acts of malice or bad faith, or illicit acts in accordance with the Mexican Securities Market Law or other applicable law.

Dissolution and Liquidation

The Company shall be dissolved upon occurrence of any of the events described in Article 229 of Mexico’s General Law of Commercial Companies, any other provision replacing it from time to time and other applicable law. In each case, the registration with the RNV of the shares representing the capital stock of the Company and the warrants representing such shares shall be canceled.

Once the Company has been dissolved, it shall be placed in liquidation, which would be administered by one or more liquidators, who in such case shall act together as determined by resolution at a general shareholders’ meeting. Such general shareholders’ meeting will also set the termination date of the liquidator’s employment with the Company and their compensation.

The liquidator or liquidators will proceed with the liquidation and the pro rata distribution of the value of the remaining assets of the Company, if any, to shareholders, in accordance with Mexico’s General Law of Commercial Companies.

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Preferred Subscription Rights

Except for the capital increases approved by the shareholders’ meetings, shareholders shall have, in proportion to the number of shares they hold when the relevant increase is resolved, preemptive rights to subscribe for new stock issuances to maintain their current percentage of ownership. The foregoing preemptive right must be exercised within 15 calendar days following our approval of such new stock issuance, as published in the electronic system of Mexican Ministry of Economy.

The preferred subscription right provided in Article 132 of Mexico’s General Law of Commercial Companies shall not be applicable in the event of capital increases made (i) pursuant to Article 53 of the Mexican Securities Market Law, (ii) an issuance of convertible securities, (iii) in a conversion of a series of shares to another series upon resolution adopted at a general shareholders’ meeting, (iv) as a result of the merger of our Company, whether as a continuing or disappearing company or (v) as a consequence of the placement of repurchased shares in terms of applicable law.

Redemption

We may redeem shares with distributable profits without need to reduce our capital stock; provided that, in addition to complying with Article 136 of Mexico’s General Law of Commercial Companies, or any other provision replacing them from time to time and other applicable law, we comply with the following:

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if the redemption is intended to redeem all shares held by our shareholders, such redemption shall be made so that the shareholders shall continue to have the same proportion of shares they had before such redemption took place;

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if the redemption is intended to redeem shares that are listed on a stock exchange, such redemption will be made through the acquisition of our own shares on such said stock exchange in accordance with the terms and conditions approved by resolution at a general shareholders’ meeting, which may delegate to the board of directors or special deputies the authority to determine the system, prices, terms and other conditions for that end and the relevant shareholders’ resolutions shall be published in the electronic system of the Mexican Ministry of Economy; and

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the redeemed shares and the certificates representing them are canceled, with the corresponding capital decrease.

Minority Rights

The bylaws provide the following minority rights:

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pursuant to the provisions set forth in Article 50, Section III of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law, the holders of shares with voting rights (even limited or restricted) represented in an ordinary or extraordinary general shareholders’ meeting, holding 10% or more of our outstanding capital stock either individual or jointly, may request to postpone a meeting for one time only, for three calendar days and without a new call needed with respect to the voting on any matter on which they consider themselves not to be sufficiently informed, notwithstanding the percentage provided in the Article 199 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time or any other applicable provisions;

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the holders of shares with voting rights (even limited or restricted) that individually or jointly represent 20% or more of our outstanding capital stock, may oppose in court resolutions adopted at general shareholders’ meetings regarding matters on which they have voting rights, notwithstanding the percentage referred to in Article 201 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time provided that certain requirements are fulfilled;

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shareholders that, individually or jointly, are holders of the shares with voting rights (even limited or restricted rights) representing 10% or more of our outstanding capital stock, shall have cause of action against any or all of our board members, directors, the Chief Executive Officer or any other relevant officer for failing to comply with his or her duty of diligence and duty of loyalty or against such legal entity that such person manages or over which he or she has a significant influence; and

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shareholders that, individually or jointly, hold shares with or without voting rights that represent 10% or more of our outstanding capital stock, shall have the right to appoint and/or remove from office, upon resolution adopted at a general shareholders’ meeting, one director for each 10% of outstanding capital stock held such board member may only be removed from office if all the members of the board of directors are removed, in which case the board members who were removed shall not be appointed again during the 12 months following from the date of such removal.

Restrictions on the Transfer of Shares

Every direct or indirect acquisition or attempted acquisition of our capital stock of any nature and regardless of the name it is given, under any title or legal structure, with the intention of carrying-out, be it in one or several simultaneous or successive transactions or acts of any legal capacity, with no time limitation between them, in a private transaction or through a stock exchange, whether in Mexico or abroad, including structured transactions such as mergers, corporate restructures, spin-offs, consolidations, allocations or guaranties executions or other similar transactions or legal acts (any such operation, an “Acquisition”), by one or more persons, related persons (grupo de personas or “group”) under the Mexican Securities Market Law, business group or consortium, will require approval through a written resolution adopted by our board of directors, each time that the number of shares to be acquired, when added to any shares already owned, results in the acquiring party 10% or more of our capital stock. Once a holder holds such percentage of our capital stock, the holder must notify the board of directors through notice provided to the Chairman or Secretary, in our corporate domicile, of any subsequent acquisition of 2% or more of our outstanding capital stock. For the avoidance of doubt, no additional authorization is required to carry-out such acquisitions or to execute a voting agreement until the ownership percentage in our outstanding capital stock is equal to or greater than 20%.

Shareholders must request a favorable opinion from the board of directors, in writing, for the execution of written or oral agreements, regardless of their name or title or classification, as a consequence of which voting associations, block voting or binding or joint voting mechanisms or covenants are formed or adopted or certain shares are combined or shared in any other manner, such agreement resulting in a change of control of our Company or an effective 20% ownership of our outstanding capital stock (each, a Voting Agreement and jointly, the Voting Agreements), except for temporary Voting Agreements that are executed in connection with a general shareholders’ meeting, with the purpose of appointing minority members of the board of directors.

For such purposes, the person who individually, or jointly with related persons, group, business group or consortium that intends to carry out any Acquisition or execute any Voting Agreement, shall make a written authorization request to the board of directors and shall contain the following information:

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the number and class or series of shares held by the applicable person or persons and/or any related persons thereof, the group, business group or consortium (a) be it as an owner or co-owner, directly or through any person or related person, and/or (b) regarding shares subject to an executed Voting Agreement;

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the number and class or series of shares that it intends to acquire, whether directly or indirectly, by any means, through Acquisition or that is the subject of a Voting Agreement; as well as the minimum price to be paid for each share related with the corresponding acquisition.

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(a) the percentage which the shares referred to in subsection (i) above represents of the total of our issued and outstanding shares, and (b) the percentage that the sum of the shares referred to in subsections (i) and (ii) above represent of our issued and outstanding shares; provided that for (a) and (b) the total of our issued and outstanding shares may be determined by the total number of shares that we report as outstanding to the stock exchange on which they are listed;

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the identity and nationality of the person or persons, group, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement; provided that if any of them is a corporate entity, the identity and nationality of each of the partners, shareholders, founders, beneficiaries or any equivalent thereto that ultimately has direct or indirect control of such entity in accordance with our bylaws;

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the reasons and objectives pursuant to which the person or persons, group of persons, business group or consortium that intends to carry-out an Acquisition or execute a Voting Agreement, in particular if they intend to acquire, directly or indirectly, (a) shares in addition to those referred in the authorization request, (b) 20% ownership of our capital stock, (c) control of our Company, or (d) significant influence in our Company, as well as the intended role with respect to the policies and management of our Company and any amendment they would like to propose with respect to the policies and management of our Company;

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if the person or persons, group, business group or consortium have direct or indirect ownership in the capital stock or in the management and operation of a competitor or any related person to a competitor, if they have any economic or business relationship with a competitor or with any related person to a competitor or if any related person of theirs is a competitor;

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if they have the authority to acquire shares or execute a Voting Agreement, in accordance with our bylaws and applicable law, or if they are in the process of obtaining any such authorization or consent from any person, and the terms and timing on which they expect to obtain it;

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the origin of the funds they intend to use to pay the price of the shares requested; provided that with respect to funds obtained from financing, the requesting party shall specify the identity and nationality of the person providing such funding and if such person is a competitor or a related person to a competitor, and any documentation evidencing the financing and the terms and conditions thereof. The board of directors may request from the person that sends such a request, if considered necessary to guarantee the payment of the corresponding Acquisition price and before granting authorization in accordance with the above, additional evidence regarding the financing (including evidence that there are no prohibitive covenants pursuant to such financing) or, the formation or granting of a (a) bailment, (b) guarantee trust, (c) irrevocable letter of credit, (d) deposit or (e) any other type of guarantee, up to the equivalent amount of 100% of the price of the shares that are to be acquired or that are the subject matter of the corresponding transaction or agreement, naming the shareholders, directly or through our Company, as beneficiaries, with the purposes of securing the compensation of the losses and lost profits that our Company or its shareholders may suffer as a consequence of the incorrect information presented or of the request, or for any action or omission of the petitioner, directly or indirectly, or as a consequence of the impossibility to complete the relevant transaction, for any cause, related or not to the financing;

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the identity and nationality of the financial institution that would act as broker, in the event that the Acquisition in question is through a public offering;

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if, there is to be a public offering, a copy of the offering circular or similar document, to be used for the acquisition of the shares or regarding the corresponding transaction or agreement, and a representation stating if such document has been authorized by the competent regulatory authorities (including the CNBV); and

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a domicile in Mexico City, Mexico, to receive notices regarding the filed request.

In the event that the board of directors resolves, due to the impossibility of knowing certain information upon receiving the request, that such information may not yet be disclosed, the board of directors may, at its sole discretion, waive the compliance of one or more of the aforementioned requirements:

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within 15 business days following the date upon which the request referred to above has been received, the Chairman or Secretary shall call a meeting of the board of directors to discuss and resolve the matter of the requested authorization (notice for such meetings shall be made in writing and sent in accordance with our bylaws); and

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the board of directors may request from the person intending to carry-out the Acquisition or execute the corresponding Voting Agreement, additional documentation and clarifications as it sees fit to adequately analyze the request, to agree upon the authorization request as filed; provided that any request of such nature on behalf of the board of directors shall be made during the subsequent 20 calendar days following the receipt of the request, and provided that such request will not be considered as final and complete until the person who intends to carry-out the Acquisition or execute the Voting Agreement, files all the additional information and makes all the clarifications requested by the Board of Directors.

The board of directors shall resolve any authorization request it receives pursuant to the terms of our bylaws within 90 calendar days following the delivery of the request or on the date in which such request is finalized as discussed above.

The board of directors shall adopt a resolution approving or rejecting the request; provided that if the board of directors does not issue such resolution within the aforementioned 90 calendar days, the request shall be deemed as rejected. In all cases, the board of directors will act in accordance with the guidelines set forth in “Item 10—Additional Information—Memorandum and Articles of Association” and shall justify their decision in writing.

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To consider a meeting of the board of directors duly convened, by first or subsequent call, to deal with any matter regarding an authorization request or agreement referred herein, the attendance of at least 66% of incumbent directors or their alternates is required. Such resolutions will be valid and adopted when approved by 66% of the members of the Board of Directors.

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In the event that the board of directors authorizes the requested Acquisition or the execution of a proposed Voting Agreement, and such Acquisition or agreement results or would be likely to result in (a) the acquisition of 30% or more of our capital stock or, but without involving a change of control, in addition to any authorization requirement established in our bylaws, the person or group intending to carry out the Acquisition or enter into the Voting Agreement the acquisitions of shares or the conclusion of the respective Voting Agreement which is the object of the authorization, shall first execute a tender offer for the greater of (i) the percentage of the Company’s capital stock equivalent to the proportion of shares in circulation that is intended to be acquired or (ii) 10% of the Company’s capital stock, under the authorized conditions resolved by the board of directors, or (b) a change of control, in addition to any authorization requirement established in our bylaws, the person or group, intending to carry out the Acquisition or execute the Voting Agreement, shall first execute a tender offer for 100% of our outstanding shares, under the authorized conditions resolved by the board of directors. The tender offer referred to in the paragraph above shall be completed within 90 calendar days following the date on which the authorization was granted by the Board of Directors; provided that such term may be extended by an additional 60 calendar days in the event that any relevant governmental authorizations required for such purposes are pending.

The price to be paid for each of the shares will be the same, regardless of their class or series.

In the event that the board of directors receives, prior to or at the completion of the Acquisition or the execution of a Voting Agreement, an offer from a third-party, stated in a request to carry out an acquisition of at least the same amount of shares, on better terms for the owners and shareholders of the Company (including type of compensation and price), the board of directors will have the authority to consider, after the submission of both requests, and to authorize such a second request, suspending the authorization previously granted; provided that any approval shall have no effects on the obligation of carrying out a tender offer in accordance with our bylaws and applicable law.

•

Acquisitions that do not result in (i) the acquisition of 20% of our capital stock or (ii) a change of control or (iii) the acquisition of significant influence regarding the Company may be registered in our stock registry book after authorization by the board of directors and the completion of such transactions. Acquisitions or Voting Agreements that result in (i) or (ii) above, may be registered in our stock registry book upon the completion of a tender offer pursuant to the terms discussed above. Consequently, in such case it will not be possible to exercise the rights arising from the shares until such tender offer is concluded.

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•

The board of directors may deny authorization for a requested Acquisition or for the execution of a proposed Voting Agreement, in which case it will inform, in writing, the basis and reasons for such denial. The requesting party will have the right to request and hold a meeting with the board of directors, or with an ad-hoc committee appointed thereby, to explain, extend or clarify the terms of its request, as well as communicate its position in writing to the board of directors.

General Provisions

For the purposes herein, it is to be understood that shares belong to the same person, when such shares are (i) owned by any related person or (ii) owned by any entity, provided that such entity is owned by the aforementioned person. Likewise, a person or group that acted jointly or coordinated with others to acquire shares, regardless of the legality of such transaction, whether through simultaneous or successive transactions will be deemed as the same person for the purposes herein. The board of directors will determine if one or more persons that intend to acquire shares or execute Voting Agreements shall be considered as the same person for the purposes set forth herein.

In its assessments of authorization requests, the board of directors shall take into consideration the following factors and any other as deemed pertinent, acting in good faith and in the best interests of our Company and shareholders and in compliance with their duties of loyalty and diligence pursuant to the terms of the Mexican Securities Market Law and our bylaws: (i) the price offered by the potential buyer and the type of compensation planned as part of such offer; (ii) any other relevant terms or conditions included in such offer such as to the viability of the offer and the origin of the funds to be used for the acquisition; (iii) the credibility, solvency and reputation of the potential buyer; (iv) the effect of the proposed Acquisition or the proposed Voting Agreement on our business, including our financial and operational position as well as our business prospects; (v) potential conflicts of interest (including those where the person making the request is a competitor, or an affiliate of a competitor, as described in the paragraphs above) in the event that the Acquisition or Voting Agreement is not with regard to 100% of the shares; (vi) the reasons stated by the requestor to carry out the Acquisition or execute the Voting Agreement; and (vii) the quality, precision and truthfulness of the information provided in the request.

If the Acquisition or the execution of a Voting Agreement is to occur, without first receiving authorization in advance and in writing from the board of directors, the shares part of such Acquisition or in connection with such Voting Agreement will not be granted any rights to vote in any general shareholders’ meeting and will be made at the buyer’s, group of buyers’ or parties’ to the relevant contract, agreement or covenant own liability. The shares part of such Acquisition or Voting Agreement that has not been approved by the board of directors shall not be registered in our stock registry book, the entries made beforehand shall be canceled and we shall not acknowledge or give any value to the records or listings as described in Article 290 of the Mexican Securities Market Law, or any other provision which might replace it from time to time and other applicable law, and they shall not be considered as proof of ownership of shares or grant attendance rights for general shareholders’ meetings and shall give no legitimacy for the exercise of any legal action, including those of a procedural nature.

The authorizations granted by the board of directors described above will have no effect if the information and documentation on which the authorization was based and granted is not true, complete and/or legal.

In the event of any failure to comply with what is set forth above, the board of directors may adopt, among others, the following measures: (i) the rescission of the transactions, with mutual restitution to the parties thereto, or (ii) the sale of the shares part of such Acquisition, to a third-party approved by the board of directors at the minimum reference price as determined by the Board of Directors.

The above shall not be applicable to (i) share acquisitions through inheritance or legacy or to affiliates or vehicles wholly controlled by the person or entity carrying out the transfer, (ii) share acquisition or the execution of a Voting Agreement by us, or by a trust formed by us, (iii) share acquisition made by Strategic Partner or (iv) the transfer into a control trust or similar entity which the shareholders may form at the time of an initial public offering of our shares in Mexico.

The above applies in addition to the statutes and general rules regarding the acquisition of securities in the markets in which the shares, other securities related thereto or rights derived therefrom are listed. In the event that our bylaws run counter, in part or in whole, to any laws or general provisions thereof, then such laws shall prevail.

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These provisions of our bylaws will be registered with the public registry of commerce of our domicile and shall be transcribed in the share certificates representing our capital stock in order to be opposable vis-à-vis third parties. The provisions included of our bylaws described above with respect to restrictions on transfers of shares may only be amended or removed from the bylaws by resolution upon approval of at least 95% of the Company’s shares at the time of such resolution.

Delisting or Cancellation of the Registration of the Shares with the RNV

In the event that we decide to cancel the registration of our series A shares before Mexico’s National Securities Registry by resolution adopted at an extraordinary general shareholders’ meeting, upon approval of at least 95% of our capital stock or if our registration is canceled by resolution of the CNBV after this offering is completed, prior to such cancellation, we shall make a tender offer within a maximum period of 180 calendar days beginning at the time in which the demand or authorization from the CNBV, as the case may be, becomes effective, in accordance with Article 108 of the Mexican Securities Market Law, or any other provision replacing it from time to time and other applicable law. That offer shall be extended solely to those persons who do not belong to the group of shareholders that exercises control over us. Shareholders exercising control (as defined in the Mexican Securities Market Law) will be collaterally liable to the Company for carrying out a tender offer of the outstanding shares in the event of our liquidation or a cancellation request from the CNBV.

In accordance with Article 108 of the Mexican Securities Market Law and Article 101 of the Mexican Securities Market Law, our board of directors shall prepare, no later than the tenth Business Day after the beginning of the public tender offer, a hearing of the Audit and Corporate Practices Committee, and shall disclose to the investing public, its opinion with respect to the price of the public tender offer and the conflict of interests that, as the case may be, each of the members of the board of directors has in connection with the offering. Such opinion may be accompanied with another one issued by an independent expert. Likewise, the members of the board of directors and the Chief Executive Officer of the Company shall disclose to the public, along with the opinion, the decision they will take with respect to the shares of the Company they own and the derivative securities of the Company they own.

Loss of Rights over the Shares

We are incorporated under the laws of Mexico. As required by Mexican law, any non-Mexican who, either at the time of our incorporation or at any time thereafter, acquires shares or any interest, formally undertakes, before the Mexican Ministry of Foreign Affairs, to be considered as a Mexican national with respect to its interests in the Company, as well as the property, rights, concessions, participation or interests held by the Company, and the rights and obligations deriving from the agreements to which the Company is a party, and further undertakes not to invoke the protection of its home government with respect to such interest. Upon the breach of such undertaking, such person is under penalty of forfeiting such shares or interests in favor of the Mexican government. Mexican law requires that such a provision be included in the bylaws of all Mexican corporations unless such bylaws or applicable law prohibit ownership of shares by non-Mexican persons.

Reductions of our capital stock may be resolved to absorb losses in the event that any shareholder exercises its right of separation in terms of Article 206 of Mexico’s General Law of Commercial Companies, or any other provision replacing it from time to time and other applicable law.

MATERIAL CONTRACTS

For information regarding our material contracts, see “Item 4—Information on the Company—Business Overview—Our Operations—Argentina—Concessions” and “Item 5.B Liquidity and Capital Resources—Indebtedness.”

EXCHANGE CONTROLS

From 1991 until the end of 2001, Law No. 23,928 (Convertibility Law) established a fixed exchange rate of AR$ 1/US$. On January 6, 2002, Law No. 25,561 formally put an end to that U.S. Dollar-Argentine Peso parity. Following a brief period during which the Argentine government established a temporary dual exchange rate system pursuant to the Law No. 25,561, the Argentine Peso has been allowed to float freely against other currencies since February 2002, although the Argentine government has the power to intervene by buying and selling foreign currency

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on its own account, a practice in which it engages on a regular basis. In 2024, the BCRA announced a 2% monthly devaluation guideline, transitioning to 1% as of February 1, 2025. As of January 1, 2026, the upper and lower bounds of the exchange rate floating band will be adjusted on a monthly basis in line with the most recently published monthly inflation rate reported by the INDEC. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Significant fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and our business and results of operations in Argentina.”

Currency controls that tightened restrictions on capital flows, and the official exchange rate between the Argentine Peso and the U.S. Dollar and transfer restrictions that substantially limit the ability of companies to retain foreign currency or make payments abroad are currently in place in Argentina and have been for alternating periods during the past years. By means of Decree No. 609/2019 dated September 1, 2019 (as amended, “Decree 609”), the Argentine Executive Branch reinstated foreign exchange controls and authorized the BCRA to (a) regulate access to the foreign exchange market (the “Foreign Exchange Market”) for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed at eluding, through the use of securities and other instruments, the measures adopted through Decree 609. At present, foreign exchange regulations have been (i) extended indefinitely, and (ii) consolidated in a single set of regulations, Communication “A” 8,307, as subsequently amended and supplemented from time to time by BCRA’s communications (“Argentine Foreign Exchange Regulations”).

Furthermore, the Argentine Securities Commission (Comisión Nacional de Valores) (“CNV”), in line with the provisions of Decree 609, established several measures to prevent practices and operations aimed at circumventing, through the use of securities and other instruments, the measures adopted under the Argentine Foreign Exchange Regulations.

The following table sets forth the annual low, high, average and period-end exchange rates for the periods indicated, expressed in nominal Argentine Peso per U.S. Dollar, based on rates quoted by the BCRA (Communication “A” 3,500). On December 4, 2025, the BCRA approved a new methodology for the calculation of the exchange rate under Communication “A” 3,500, effective January 2, 2026. Under the new framework, the exchange rate is determined based on actual executed transactions, weighted by traded volume, replacing the prior methodology based on surveyed quotations. According to the BCRA, this change is intended to enhance the transparency, representativeness and robustness of the reference rate, align it with international best practices, and foster fairer market conditions for participants. The Federal Reserve Bank of New York does not report a noon buying rate for the Argentine Peso.


	Low		High		Average⁽¹⁾		Period End
	(Argentine Pesos per U.S. Dollar)
Year ended December 31,
2021		84.70		102.75		95.16		102.75
2022		103.04		177.13		130.80		177.12
2023		178.14		808.48		295.21		808.48
2024		810.65		1,032.50		916.25		1,032.50
2025		1,032.75		1,487.08		1,262.38		1,459.42
Month
January 2026		1,427.03		1,472.73		1,449.33		1,447.67
February 2026		1,367.24		1,451.70		1,409.66		1,408.97
March 2026		1,370.29		1,418.28		1,396.34		1,382.76
April 2026 (through April 15, 2026)		1,358.52		1,395.09		1,378.19		1,363.65

(1)	Calculated using the average of the exchange rates on the last day of each month during the period (for annual periods), and the average of the exchange rates on each day during the period (for monthly periods).

No representation is made that Argentine Peso amounts have been, could have been or could be converted into U.S. Dollars at the foregoing rates on any of the dates indicated.

Below is a description of the main Argentine Foreign Exchange Regulations as of the date of this annual report.

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Specific provisions for income from the Foreign Exchange Market

Entry and settlement of the proceeds from the export of goods through the Foreign Exchange Market

The Argentine Foreign Exchange Regulations require that proceeds from the export of goods be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market within a specific timeframe from the date of shipment completion (cumplido de embarque), depending on the type of good. As a general rule, the applicable settlement period is determined by the NCM tariff code of the exported goods (in the case of crude oil, such period is 30 calendar days) and, in transactions between related parties, may not exceed 60 calendar days. Regardless of these maximum settlement periods, export proceeds must be entered into the country and settled in Argentine Pesos in the Foreign Exchange Market within 20 business days from the date of collection. However, the ability to use this period is subject in all cases to compliance with the deadlines established in the Argentine Foreign Exchange Regulations for each type of good.

In the case of funds received or credited abroad, the settlement obligation may be deemed satisfied to the extent of the amounts customarily deducted by foreign financial institutions as fees or expenses for the transfer of funds to Argentina.

If the client is a Special Purpose Vehicle (“SPV”) that has adhered to the Incentive Regime for Large Investments (Régimen de Incentivo para Grandes Inversiones or “RIGI”) and has duly declared to the Argentine Ministry of Economy its intention to apply for the export proceeds benefits available under such regime, the collection, repatriation and settlement of export proceeds from goods and services shall be governed by the specific repatriation and settlement thresholds applicable under the Argentine Foreign Exchange Regulations, as relevant.

Amounts received in foreign currency as compensation for losses related to exported goods must also be entered into the country and settled in Argentine Pesos through the Foreign Exchange Market, up to the value of the insured exported goods.

Advances, pre-financing, and post-financing from abroad must be entered into the country and settled in the Foreign Exchange Market within 20 business days from the date of collection or disbursement abroad, subject to the requirements and exceptions established in the Argentine Foreign Exchange Regulations.

Argentine Foreign Exchange Regulations also provide for certain exceptions to the mandatory settlement requirement. In this regard, under the Investment Promotion Regime for Hydrocarbon Exploration and Exploitation (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos), created by Decree No. 929/2013, as amended from time to time, hydrocarbon exploitation projects approved by the Argentine Ministry of Economy that involve direct foreign currency investments exceeding US$250 million during the first three years following project approval may qualify for the regime. Among other benefits, beneficiaries are entitled to freely export up to 20% of their hydrocarbon production without export duties, and the foreign currency proceeds derived from such exports are not subject to mandatory settlement through the Foreign Exchange Market. See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina”

Obligation to settle foreign currency from exports of services

As a general rule, payments received for the provision of services by residents to non-residents must be entered and settled through the Foreign Exchange Market within 20 business days from the date of its collection abroad or in Argentina or its crediting to foreign accounts.

In the case of funds received or credited abroad, the collection and settlement may be deemed satisfied for the amount equivalent to the usual expenses debited by the financial entities abroad for the transfer of funds to Argentina.

If the client is a SPV that has adhered to the RIGI and has duly notified the Argentine Ministry of Economy of its intention to avail itself of the foreign exchange benefits under such regime, the foreign currency obtained from activities other than the export of goods (including services) may, subject to compliance with the applicable conditions, be exempt from the obligation to be entered into and/or settled through the Foreign Exchange Market. In particular, foreign currency proceeds arising from services provided to non-residents in connection with a RIGI-backed project may qualify for such exemption, provided that the services were rendered or accrued as from the SPV’s start-up date as reported by the Ministry of Economy to the BCRA.

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In addition, the Argentine Foreign Exchange Regulations contemplate certain scenarios in which proceeds from the export of services are exempt from mandatory settlement through the Foreign Exchange Market, provided that such proceeds are entered into the country within the applicable deadlines.

Application of export revenues

The Argentine Foreign Exchange Regulations allow export proceeds from goods and services to be applied to the repayment of certain obligations, provided that the applicable certification and monitoring requirements are met. In particular, export proceeds may be applied to the repayment of: (i) advances, pre-financing and post-financing of exports that have been settled through the Foreign Exchange Market; (ii) export pre-financing and financing granted or guaranteed by local financial institutions, whether or not settled through the foreign exchange market, subject to the conditions set forth in the regulations; (iii) financial indebtedness under contracts in force as of August 31, 2019 that expressly provide for repayment through the application abroad of export proceeds; (iv) financial transactions that are expressly authorized to apply export proceeds in accordance with the requirements set forth in Sections 7.9 and 7.10 of the Argentine Foreign Exchange Regulations; and (v) advances, pre-financing and post-financing from abroad with partial settlement pursuant to Decrees No. 492/2023, No. 549/2023, No. 597/2023 and No. 28/2023, among others.

Moreover, under Section 7.9.5 of the Argentine Foreign Exchange Regulations, export proceeds from goods and services may be allocated to offshore or onshore collateral accounts established to secure the payment of principal and interest under eligible External Financial Indebtedness that was entered into and settled through the Foreign Exchange Market on or after January 7, 2021 (or, starting on August 8, 2025, in the case of certain specified financings). Such allocation is allowed up to an amount equal to 125% of the principal and interest payable during the current month and the following six calendar months, based on the repayment schedule agreed upon with the creditors. Any amounts in excess of this threshold must be repatriated to Argentina and settled in Argentine Pesos through the Foreign Exchange Market within the general timeframes established by the applicable regulations. If the relevant financing agreement requires the funds to remain deposited beyond the applicable settlement deadline, the exporter may request an extension of such deadline until the fifth business day following the contractually required deposit date, as set forth in the financing documentation.

Debt securities subscribed abroad and external financial indebtedness

Debt securities publicly registered abroad, other external financial indebtedness, and foreign currency-denominated debt securities publicly registered in Argentina fully subscribed abroad (“External Financial Indebtedness”) disbursed on or after September 1, 2019 must be entered into Argentina and settled in the Foreign Exchange Market as a requirement for subsequent access to it in order to service their capital and interest payments. Consequently, although the settlement of the proceeds from such transactions is not mandatory, failing to settle it will prevent future access to the Foreign Exchange Market for repayment purposes.

Additionally, as further conditions for such access to the Foreign Exchange Market, the transaction must have been declared in the External Assets and Liabilities Survey (as defined below, see “ —Other Specific Provisions—BCRA Information Framework”), and access to the Foreign Exchange Market must occur no more than three business days prior to the due date of the capital or interest service to be paid.

In the case of a capital payment of debt securities issued starting on November 8, 2024 made through a transfer abroad, access to the Foreign Exchange Market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date:

(i)

12 months, if the security was issued between November 8, 2024 and April 20, 2025;

(ii)

six months, if the security was issued between April 21, 2025 and May 15, 2025; and

(iii)

18 months, if the security was issued on or after May 16, 2025.

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Access to the Foreign Exchange Market to make payments more than three days in advance of the due date is, as a general rule, subject to prior authorization from the BCRA. The following cases of early repayment may be exempt from such prior authorization, provided they meet several requirements outlined in Section 3.5 of the Argentine Foreign Exchange Regulations: (i) early repayment of principal and interest with the settlement of funds entered into the country by the issuance of a new debt security that qualifies as External Financial Indebtedness; (ii) early repayment of principal and interest with the simultaneous settlement of other External Financial Indebtedness; (iii) early repayment of interest in the context of a debt exchange process involving debt securities that qualify as External Financial Indebtedness; (iv) early repayment of principal and interest simultaneously with the settlement of new External Financial Indebtedness granted by a local financial institution through a foreign credit line; and (v) early repayment of principal and interest by a SPV adhering to the RIGI.

Furthermore, prior approval from the BCRA is required for local residents to access the Foreign Exchange Market for the payment of principal and interest related to External Financial Indebtedness with related parties. Certain specific exceptions apply, as detailed in Section 3.5.6 of the Argentine Foreign Exchange Regulations. See “—Payments Related to Debts with Related Parties.”

Additionally, under Section 3.11.2 of the Argentine Foreign Exchange Regulations, entities may grant access to the Foreign Exchange Market to residents in order to make payments for services related to External Financial Indebtedness or securities with access to the Foreign Exchange Market pursuant to Sections 3.6.1.3 to 3.6.1.5 of the Argentine Foreign Exchange Regulations, to purchase foreign currency before the deadline permitted by the regulations, under the following conditions:

(i)

The funds acquired are deposited in foreign currency accounts held by the client in local financial institutions;

(ii)

The intervening entity has verified that the indebtedness, the service of which will be paid with these funds, complies with the applicable Argentine Foreign Exchange Regulations that allow such access; and

(iii)

The client’s access falls within one of the following situations:

It is made within 60 calendar days prior to the due date, with a daily amount not exceeding 10% of the amount to be paid; or

It is made within five business days prior to the regulatory deadline allowed in each case, with a daily amount not exceeding 20% of the amount to be paid.

Specific provisions on access to the Foreign Exchange Market

General Requirements

As a general rule and in addition to the specific rules of each transaction for access, certain general requirements must be complied with by a local company or individual to access the Foreign Exchange Market for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; distribution of profits and dividends; payment of debt securities subscribed abroad and external financial indebtedness; interest payments on debts for the import of goods and services, among others) without requiring prior approval from the BCRA. In this regard, the local company or individual must file an affidavit stating that:

(a)

(i) At the time of access to the Foreign Exchange Market, all of its foreign currency holdings in Argentina are deposited in accounts in financial institutions, and (ii) at the beginning of the day on which it requests access to the Foreign Exchange Market, it does not hold Argentine certificates of deposit (for its acronym in Spanish, “CEDEARs”) representing foreign shares and/or available liquid foreign assets that together have a value greater than US$ 100,000. For these purposes, “foreign liquid assets” are considered to be holdings of banknotes and coins in foreign currency, cash in gold coins or bars of good delivery, demand deposits in financial institutions abroad and other investments that allow immediate availability of foreign currency. On the other hand, funds deposited abroad shall not be considered available liquid external assets if they cannot be used by the client because they constitute reserve or guarantee funds established under the requirements of foreign indebtedness contracts, export pre-financing operations covered under Section 7.8.5 of the Argentine Foreign Exchange Regulations, or funds held as collateral for derivative transactions executed abroad.

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In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that established in the preceding paragraph, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering that, partially or fully, the foreign liquid assets:

(i)

have been used during that day for payments that would have had access to the Foreign Exchange Market;

(ii)

have been transferred to the client’s favor to a correspondent account of a local entity authorized to operate in foreign exchange;

(iii)

are funds deposited in foreign bank accounts in the client’s name, originating from proceeds of exports of goods and/or services, or advances, prefinancing, or postfinancing of exports of goods granted by non-residents, or from the sale of non-produced non-financial assets, for which the 20 business day period from their receipt has not elapsed;

(iv)

are funds deposited in foreign bank accounts in the client’s name, originating from External Financial Indebtedness, and the amount does not exceed the equivalent required to pay capital and interest in the next 365 calendar days;

(v)

are funds deposited in foreign bank accounts in the client’s name, originating from disbursements received abroad after November 29, 2024, from External Financial Indebtedness, within the last 180 calendar days;

(vi)

are funds deposited in foreign bank accounts in the client’s name, originating from the sale of securities settled in foreign currency as outlined in section 3.16.3.6.iii of the Argentine Foreign Exchange Regulations;

(vii)

are funds deposited in foreign bank accounts in the client’s name, originating from debt securities issued in the last 120 calendar days, and falling under the provisions of sections 7.11.1.5. and 7.11.1.6 of the Argentine Foreign Exchange Regulations.

(b)

It undertakes the obligation to settle in the Foreign Exchange Market, within five business days of its availability, the funds received abroad from the collection of loans granted to third parties, time deposits, or the sale of any type of asset, to the extent that the asset subject to the sale was acquired, the deposit constituted, or the loan granted after May 28, 2020.

The affidavits included in paragraphs (a) and (b) above will not be required for outbound transactions involving the purchase of foreign currency notes for holding purposes or for the opening of deposits by resident individuals, in accordance with the Argentine Foreign Exchange Regulations.

(c)

Only where the client is a non-resident individual, it must state that, as of the date of access to the Foreign Exchange Market and during the preceding 90 calendar days, neither directly nor indirectly, nor on behalf of or for the account of third parties:

(i)

did not arrange sales in Argentina of securities with settlement in foreign currency,

(ii)

did not exchange securities issued by residents for foreign assets,

(iii)

did not transfer securities to depository entities abroad,

(iv)

did not acquire in Argentina securities issued by non-residents with settlement in Argentine Pesos,

(v)

did not acquire CEDEARs representing foreign shares,

(vi)

did not acquire securities representing private debt issued in foreign jurisdiction, and

(vii)

did not deliver funds in local currency or other local assets (except funds in foreign currency deposited in local financial institutions) to any entity (whether physical or legal, resident or non-resident, related or not), receiving as prior or subsequent consideration, directly or indirectly, by itself or through a related, controlled or controlling entity, foreign assets, crypto-assets or securities deposited abroad (items (i) through (vii), collectively, the “Restricted Transactions”).

(d)

It must state that it undertakes not to enter into any Restricted Transactions as of the time it requests access to the Foreign Exchange Market and for the following 90 calendar days thereafter, neither directly nor indirectly, nor on behalf of or for the account of third parties.

Section 3.16.3.6 of the Argentine Foreign Exchange Regulations sets forth several transactions that should not be considered in the affidavits prepared to comply with items (c) and (d) above.

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(e)

Section 3.16.3 of the Argentine Foreign Exchange Regulations adds that, in the event that the customer requesting access to the Foreign Exchange Market is a legal entity, in order for the transaction not to be covered by the requirement of prior approval by the BCRA, the customer must submit to the corresponding financial institution an affidavit stating:

(i)

details of the physical or legal persons exercising a direct control relationship over the client and of other legal persons with which they are part of the same economic group;

(ii)

that on the day on which it requests access to the Foreign Exchange Market and in the 90 days prior to that date, it has not delivered in Argentina any funds in local currency or other liquid local assets, except funds in foreign currency deposited in local financial institutions, to any individual or legal entity that exercises a direct control relationship over it, or to other companies with which it is part of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services.

(iii)

The requirements set forth in items (i) and (ii) above may be deemed fulfilled if the client seeking access has submitted:

(1)

An affidavit confirming that, within the period established in item (e)(ii), except for transactions directly related to routine transactions in the course of its business activities, it has not transferred local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—to any individual or legal entity within Argentina.

(2)

An affidavit signed by each individual or legal entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii), confirming compliance with the requirements set forth in items (c), (d), and (e)(ii).

(3)

An affidavit signed by each individual or legal entity identified in item (e)(i), confirming either: (x) compliance with the requirements set forth in items (c) and (d); or (y) that, within the period established in item (e)(ii), except for transactions directly related to routine purchases of goods and/or services between residents, it has not received local currency funds or other liquid local assets—excluding foreign currency funds deposited in local financial institutions—originating from the client or from any entity identified in item (e)(i) to whom the client has transferred funds under the terms of item (e)(ii).

The Argentine Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with of the Argentine Foreign Exchange Regulations.

Imports Payments

Section 3.1 of the Argentine Foreign Exchange Regulations allows access to the Foreign Exchange Market for the payment of imports of goods, establishing different conditions based on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration, and based on the due date of the interest that such commercial debts accrue. It also provides for the reestablishment of the “SEPAIMPO,” the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into Argentina.

In addition, the local importer must designate a local financial entity to act as a monitoring bank, which will be responsible for verifying compliance with applicable regulations, including, among others, the settlement of import financing and the entry of imported goods.

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Communication “A” 7,917 issued on December 13, 2023, as amended from time to time, substantially modified the regime of access to the Foreign Exchange Market for the payment of imports of goods and services, establishing the following with respect to access to the Foreign Exchange Market for the payment of imports of goods, effective as of December 13, 2023:

(1)

A SIRA filing in “SALIDA” status is not required to access the Foreign Exchange Market. In particular, access to the Foreign Exchange Market does not require (i) the filing of a SIRA declaration in “SALIDA” status, nor (ii) the validation of the transaction in the Single Current Account for Foreign Trade system.

(2)

Payments for imports of goods with customs entry registration as from December 13, 2023: Entities may provide access to the Foreign Exchange Market without prior BCRA approval to make deferred payments for imports of goods with customs entry registration as from December 13, 2023, from the date of customs entry, provided that the transactions are not covered under Section 10.6.6 and that all other applicable regulatory requirements are satisfied.

(3)

Payments of imports of goods with pending customs entry registration: Entities may also grant access to the Foreign Exchange Market without the prior approval of the BCRA to process payments with pending customs entry for transactions not covered under Section 10.6.6, provided that, in addition to the other applicable regulatory requirements, the payment falls within the situations set forth in Section 10.10.2 of the Argentine Foreign Exchange Regulations.

(4)

Stock of Debt—Imports of Goods: Access to the Foreign Exchange Market to make import payments for goods whose customs entry registration occurred up to December 12, 2023 shall require the prior conformity of the BCRA except when, in addition to the remaining applicable requirements, they are transactions financed by financial entities or official credit agencies or international organizations, or when the payment is made through a swap and/or arbitrage transaction using funds deposited in a local account and originated from the receipt of principal and interest payments in foreign currency from Bonos para la Reconstrucción de una Argentina Libre bonds (“BOPREAL”); among other situations set forth in Section 10.11 of the Argentine Foreign Exchange Regulations.

Payment for Services Rendered by Non-Residents

Pursuant to Section 13.1 of the Argentine Foreign Exchange Regulations, entities may access the Foreign Exchange Market to make payments for services rendered by non-residents as long as they have documentation to support the existence of the service.

In the case of commercial debts for services, access is granted as from the expiration date, provided that it is verified that the transaction is declared, if applicable, in the last due presentation of the External Assets and Liabilities Survey.

Regarding access to the Foreign Exchange Market for the payment of service imports, the following provisions apply:

Payments for services that were or will be rendered or accrued on or after December 13, 2023:

Entities may give access to the Foreign Exchange Market to make payments for non-residents services that were or will be rendered on or after December 13, 2023, when, in addition to the other applicable regulatory requirements, the transaction falls within one of the situations detailed below:

The payment corresponds to a transaction that falls under the following concept codes:

S03. Passenger Transportation Services.

S06. Travel (excluding transactions associated with withdrawals and/or consumption with resident cards with non-resident suppliers or non-resident cards with Argentine suppliers).

S23. Audiovisual services.

S25. Government services.

S26. Health services by travel assistance companies.

S27. Other health services.

S34. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the provision of digital services not related to travel.

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S35. Transactions involving charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, for the remote (non face-to-face) purchase or sale of goods.

S36. Transactions involving cash withdrawals and/or charges to payment cards or debits to deposit accounts, executed by residents with non-resident merchants, or by non-residents with Argentine merchants, excluding those relating to the provision of digital services not related to travel or the remote (non face-to-face) purchase or sale of goods.

ii.

Expenses paid to foreign financial entities for their usual transactions.

iii.

The payment corresponds to a transaction classified under the concept “S31. Freight services for export of goods,” in which the freight charges form part of the sales terms agreed with the purchaser of the goods, and is made once the export has been cleared for shipment by customs.

iv.

The payment corresponds to a transaction classified under the concept “S30. Freight services for import transactions of goods” and is made as of the date the service is rendered. In the case of freight charges related to an import transaction falling within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, payment may be made as of the shipment date of the goods at origin.

The payment corresponds to a transaction classified under the concept “S24. Other personal, cultural, and recreational services” provided by a counterparty affiliated with the resident on or before April 13, 2025, and is made after a period of 90 calendar days from the date the service is rendered or accrued.

vi.

The payment corresponds to a transaction corresponding to a service not included in Sections 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a non-related counterparty to the resident, and payment is made as of the date the service is rendered or accrued. This timeframe shall also apply to transactions corresponding to transfers abroad by local agents of funds collected in Argentina for services provided by non-residents to residents.

vii.

The payment corresponds to a transaction corresponding for a service not included in items 13.2.1. to 13.2.5. of the Argentine Foreign Exchange Regulations provided by a related counterparty to the resident, and payment is made:

(a) After a period of 90 calendar days from the date the service is rendered or accrued, if such date falls on or after April 14, 2025.

(b) After a period of 180 calendar days from the date the service is rendered or accrued, if such date is prior to April 14, 2025.

Payments for services that were or will be rendered or accrued on or after December 13, 2023, prior to the provisions set forth in Sections 13.2.3 to 13.2.7 of the Argentine Foreign Exchange Regulations

Access to the Foreign Exchange Market for payments for services provided and/or accrued by non-residents on or after December 13, 2023, will be admissible prior to the deadlines set forth in Sections 13.2.3 to 13.2.7. of the Argentine Foreign Exchange Regulations, when, in addition to the other applicable requirements, the following situations are verified:

The customer accesses the Foreign Exchange Market with funds originating from foreign currency financing for service imports granted by a local financial entity, provided that the maturity dates and the principal amounts to be paid of the granted financing are compatible with those provided in Section 13.2. of the Argentine Foreign Exchange Regulations.

If the granting of the financing is prior to the date of provision or accrual of the service, the deadlines provided in Section 13.2 of the Argentine Foreign Exchange Regulations will be calculated from the estimated date of provision or accrual plus 15 calendar days.

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In the case of a transaction classified under the concept “S30. Freight services for goods import operations” that falls within the scope of Section 10.10.2.1 of the Argentine Foreign Exchange Regulations, financing shall be provided until the estimated shipment date of the goods at origin plus an additional period of 15 calendar days.

If the financing is granted after the date the service is rendered or accrued, the time periods set forth in Section 13.2 of the Argentine Foreign Exchange Regulations shall be calculated from that date.

ii.

The customer has access to the Foreign Exchange Market simultaneously with the settlement of funds for advances or pre-financing of exports from abroad or pre-financing of exports granted by local financial entities with funding in foreign credit lines, to the extent that the stipulations of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and the amounts of principal to be paid for the financing are complied with.

iii.

The customer accesses the Foreign Exchange Market simultaneously with the settlement of funds originated in an External Financial Indebtedness, to the extent that the provisions of Section 13.3.1 of the Argentine Foreign Exchange Regulations regarding maturity dates and principal amounts payable on the financing are complied with.

The portion of the financial indebtedness that is used by virtue of the provisions of this Section may not be computed for the purposes of other specific mechanisms that enable access to the Foreign Exchange Market as from the entry and/or settlement of this type of transactions.

iv.

In the case that the payment for imports of services is performed within the framework of the mechanism provided for in Section 7.11 of the Argentine Foreign Exchange Regulations.

The customer has a “Certification for the regimes of access to foreign currency for the incremental production of oil and/or natural gas (Decree No. 277/22)” issued within the framework of the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations.

vi.

The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by local or foreign financial entities.

vii.

The payment corresponds to the cancellation of transactions financed or guaranteed prior to December 13, 2023, by international organizations and/or official credit agencies. Entities may also consider as a transaction guaranteed by an official credit agency those covered by a guarantee issued by a private insurer on behalf of a national government of another country. In all cases, the intervening entity must have documentation explicitly confirming this situation.

viii.

The payment is made on the closing date of a repurchase and/or debt redemption transaction under Sections 3.5.3.1. or 3.6.4.4. of the Argentine Foreign Exchange Regulations, and relates to services provided by non-residents arising from the issuance of the new debt securities and/or the repurchase and/or redemption transaction.

ix.

The payment is to a counterparty not related to the client and is completed through an exchange and/or arbitration with the funds deposited in a foreign currency account in a local financial entity.

Stock of Debt for Import of Services

Prior approval of the BCRA shall be required for access to the Foreign Exchange Market to make payments for non-resident services rendered or accrued up to December 12, 2023, except when in addition to the other applicable requirements, the entity verifies compliance with the requirements set forth in Section 13.4 of the Argentine Foreign Exchange Regulations.

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External Financial Indebtedness

As previously mentioned, for resident debtors to access the Foreign Exchange Market to make capital or interest payments on External Financial Indebtedness, it is required that an amount equivalent to the nominal value of the External Financial Indebtedness has been entered into Argentina and settled through the Foreign Exchange Market, and that the transaction has been declared in the External Assets and Liabilities Survey. See “- Debt securities subscribed abroad and external financial indebtedness.”

This requirement for entry and settlement will be considered fulfilled in the following cases:

(1)

Indebtedness disbursed before September 1, 2019.

(2)

Indebtedness originating from September 1, 2019, which does not generate disbursements due to refinancing of capital and/or interest on external financial indebtedness that had access under the applicable regulations, as long as the refinancing does not bring forward the maturity of the original debt.

(3)

For the amount of the applicable origination and/or issuance expenses and other expenses debited abroad for the banking transactions involved.

(4)

For the difference between the effective value and the nominal value in publicly registered debt securities issued below par.

(5)

For the portion corresponding to a capitalized interest in accordance with the financing agreement.

(6)

For the portion of new debt securities delivered by a resident to their creditors as participation premium, repurchase, early redemption, or similar, in the framework of a debt exchange, repurchase, and/or early redemption transaction of External Financial Indebtedness, provided that:

The nominal value of the new securities delivered, in the concept of participation premium, repurchase or early redemption or similar, does not exceed the equivalent of 5% of the capital value of the debt effectively exchanged or repurchased; and

The new debt securities provide at least one year of grace for capital repayment and imply a minimum extension of two years regarding the average duration of the remaining capital of the exchanged or repurchased debt.

(7)

For the portion of public debt securities issued from January 7, 2021, which were delivered to creditors to refinance preexisting financial debts with an extension of the average duration, corresponding to the refinanced capital amount, accrued interest up to the refinancing date, and, to the extent that the new debt securities do not have capital maturities during the first two years, the amount equivalent to the interest that would accrue in the first two years on the debt being refinanced in advance and/or the deferral of the refinanced capital and/or the interest that would accrue on the amounts so refinanced.

(8)

For the portion subscribed in foreign currency in Argentina for public debt securities issued abroad starting from February 5, 2021, provided that all conditions outlined in the Argentine Foreign Exchange Regulations are met.

(9)

For external indebtedness originating from September 1, 2019 in a refinancing of the capital and/or interest on commercial debts with the foreign creditor, provided that the new financial debt does not anticipate maturity dates concerning the refinanced commercial debt nor involve payments before the date the client could have accessed for the commercial debt under the applicable regulations.

(10)

For External Financial Indebtedness falling under sections 7.11.1.3 and 7.11.1.5 of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented. The value of freight expenses stated in the transportation documentation associated with the customs entry registration of the goods may also be counted, provided that the funds from the transactions outlined in the mentioned sections were used for direct payment to the freight service provider of imports not included in the agreed purchase condition.

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(11)

External Financial Indebtedness that falls under Section 7.10.2.2.ii) of the Argentine Foreign Exchange Regulations, provided that evidence of customs entry registration of goods with a value equivalent to the received financing is presented.

(12)

For the portion of publicly registered debt securities issued between October 9, 2020, and December 31, 2023, with an average duration not less than two years, which were delivered to creditors of external financial indebtedness and/or foreign currency-denominated public debt securities with maturities between October 15, 2020, and December 31, 2023, as part of the refinancing plan required under item 7 of Communication A 7106 and related provisions (as included in item 3.17 of Annex of Communication A 7914), based on the parameters defined in the Argentine Foreign Exchange Regulations.

Section 3.5.4 of the Argentine Foreign Exchange Regulations establishes that, as long as the prior approval requirement for access to the Foreign Exchange Market for paying capital and interest on External Financial Indebtedness remains in force, this requirement will not be applicable when all of the following conditions are met:

(a)

The funds were used to finance projects within the “Argentine Natural Gas Production Promotion Plan – 2020-2024 Supply and Demand Scheme” established in Article 2 of Decree No. 892/20 (“Plan GasAr”);

(b)

The funds have been entered and settled through the Foreign Exchange Market as from November 16, 2020; and

(c)

The indebtedness has an average duration of no less than 2 (two) years.

Payments of debt securities or other debt instruments denominated and payable in foreign currency in Argentina

Pursuant to Section 2.5 of the Argentine Foreign Exchange Regulations, issuances by residents of publicly registered debt securities in Argentina that do not constitute External Financial Indebtedness and/or promissory notes with a public offering issued under General Resolution No. 1003/24 of the CNV and related regulations, and/or fiduciary debt securities issued by trustees of fiduciary trusts with a public offering carried out in accordance with CNV provisions in the matter, denominated and subscribed in foreign currency, must be settled in the Foreign Exchange Market as a requirement for subsequent access to said market to address their capital and/or interest services in foreign currency in Argentina under the provisions of this section.

Access to the Foreign Exchange Market for the repayment of debts and other obligations in foreign currency between residents, incurred after September 1, 2019, is prohibited.

However, exceptions are made for the cancellation in Argentina of principal and interest upon maturity of:

(i)

Foreign currency financing granted by local financial institutions, including payments for foreign currency consumption through credit or purchase cards, except for the repayment of overdrafts in U.S. dollar current accounts, which may only be settled with the client’s freely available funds in such currency.

(ii)

Debt securities issued as from September 1, 2019, for the purpose of refinancing debts covered in Section 3.6.2 of the Argentine Foreign Exchange Regulations and which involve an increase in the average maturity of the obligations.

(iii)

Debt securities issued as from November 29, 2019, with public registration in Argentina that do not qualify as External Financial Indebtedness, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency, provided that all funds obtained have been settled in the Foreign Exchange Market.

In the case of debt securities issued by local financial institutions through transactions entered into on or after May 26, 2025, repayment shall only be permitted once at least 12 months have elapsed from the issuance date.

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(iv)

Promissory notes with public offering issued under General Resolution 1003/24 of the CNV and related regulations, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market.

(v)

Fiduciary debt securities issued by trustees of financial trusts with a public offering conducted in accordance with the provisions of the CNV, denominated and subscribed in foreign currency, and whose capital and interest services are payable in foreign currency in Argentina, provided that all funds obtained have been settled in the Foreign Exchange Market.

(vi)

Issuances of securities covered under items (iii) through (v) that did not involve cash disbursements as they consisted of restructurings of debt originally falling under those same items, provided that the refinancing does not anticipate maturities compared to the original debt.

Issuances of securities that meet the conditions set forth in items (iii) through (v) above for access to the Foreign Exchange Market will be allowed to cancel their capital and interest services upon maturity through the application of export collections of goods and services in Argentina, provided that the requirements set forth in Section 7.9 of the Argentine Foreign Exchange Regulations are met.

Entities may also grant access to the Foreign Exchange Market for the cancellation upon maturity of:

(1)

Foreign currency obligations between residents formalized through public records or deeds as of August 30, 2019.

(2)

Foreign currency financing granted by local financial institutions pending as of August 30, 2019.

Access to the Foreign Exchange Market before maturity will require prior approval from the BCRA, except when the transaction falls under one of the following situations and all conditions established in each case are met:

(i)

When the debt originates from foreign currency financing granted by local financial institutions for foreign currency consumption made through credit or purchase cards.

(ii)

In case of other financings in foreign currency from local financial institutions, except for the repayment of overdrafts in U.S. dollar current accounts, where repayment is made simultaneously with the settlement of funds received from abroad under new indebtedness:

The early payment is made simultaneously with funds settled from new External Financial Indebtedness and/or new prefinancing of exports from abroad;

The average maturity of the new indebtedness is longer than the remaining average maturity of the debt being paid off;

The accumulated amount of principal payments of the new indebtedness, at any time until the maturity date of the debt being canceled, may not exceed the accumulated principal payments of the financing being paid off; and

If the new indebtedness is a prefinancing of exports from abroad, the entity must have an affidavit from the client stating that prior approval from the BCRA will be required for the application of export currency collections to the early repayment of principal before the maturities counted for compliance with the conditions mentioned.

If the pre-canceled financing by the client was granted from a credit line from abroad, the financial institution may also pre-cancel the principal and accrued interest from the credit line for the proportion of the debt repaid early.

(iii)

In case of early cancellation of interest within a debt exchange process:

The early cancellation of interest is made within a debt exchange process of securities issued by the client, in which the creditor is delivered a new security with public registration in Argentina that does not qualify as External Financial Indebtedness;

The amount paid before maturity corresponds to interest accrued up to the closing date of the exchange;

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The average duration of the new debt securities is longer than the remaining average duration of the exchanged securities; and

The accumulated amount of principal payments of the new securities, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the exchanged securities.

(iv)

In case of early cancellation of principal and interest from a debt security covered in this section with the settlement of funds entered from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness:

The early cancellation of principal is made simultaneously with the settlement of funds from abroad through the issuance of a new debt security that qualifies as External Financial Indebtedness issued within a refinancing, repurchase, and/or early redemption transaction;

The new debt security includes a one year grace period for capital repayment, and its average duration is at least two years longer than the remaining average duration of the debt security being canceled; and

ii.

The accumulated amount of principal payments of the new indebtedness may not exceed, until the maturity date of the canceled debt, the amount accumulated by the principal payments of the debt being canceled.

The early cancellation of interest corresponds to the interest accrued on the refinanced debt until the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement.

Additionally, the entity may grant the client access to the Foreign Exchange Market to:

Pay for a repurchase premium, early redemption, or similar, up to the equivalent of 5% of the principal amount of the repurchased and/or redeemed debt security, provided that the payment is made simultaneously with the settlement of funds entered from abroad by the new debt security exceeding the principal amount being pre-canceled, by at least an amount equivalent to the premium paid.

Pay, at the closing date of the repurchase and/or redemption transaction, without the need for an equivalent funds settlement, the issuance costs or other services provided by non-residents in the context of the issuance of the new debt securities and/or the repurchase and/or redemption transaction.

(v)

In case of early cancellation of principal and interest from a debt security covered in this section or from a foreign currency financing granted by a local financial entity that was not granted under a foreign credit line, simultaneously with the settlement of other External Financial Indebtedness:

The early cancellation of principal and interest is made simultaneously with funds settled from new External Financial Indebtedness;

The average duration of the new indebtedness is longer than the remaining average duration of the debt security being canceled; and

The accumulated amount of principal payments of the new indebtedness, at no time until the maturity date of the debt being canceled, may exceed the amount accumulated by the principal payments of the debt security being canceled.

(vi)

In the case of early cancellation of principal and interest from a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line, carried out simultaneously with the settlement of a new security covered in this section, subject to the following conditions:

the early cancellation of principal and accured interest of a security covered in this section or a foreign currency financing from a local financial entity that was not granted under a foreign credit line is made simultaneously with the funds settled from the issuance of a new security covered in this section;

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the average duration of the new security is longer than the remaining average duration of the debt being prepaid, and

at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new security exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid.

(vii)

The client is a SPV adhered to the RIGI that early cancels principal or accrued interest from debts covered in this section in accordance with the provisions of Section 14.2.1 of the Argentine Foreign Exchange Regulations.

(viii)

In the case of prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, provided that such prepayment is carried out simultaneously with the settlement of new foreign currency financing granted by a local financial institution, subject to the following conditions:

the prepayment of principal and accrued interest under a security covered by this section, or under foreign currency financing granted by a local financial institution that was not extended under an external credit line, is made simultaneously with the funds settled under new foreign currency financing granted by a local financial institution. Where foreign currency financing granted by a local financial institution is being repaid, the foregoing requirement shall be deemed satisfied if a certificate issued by the institution granting the new financing evidencing the settlement of the required amount within the preceding forty-eight (48) business hours is obtained;

the average life of the new debt is longer than the remaining average life of the debt being prepaid; and

at no time, up to the maturity date of the debt being prepaid, may the cumulative amount of principal amortizations under the new debt exceed the cumulative amount of principal amortizations that would have accrued under the debt being prepaid.

Repayment Under Related Counterparty Debt

Prior approval from the BCRA is required to access the Foreign Exchange Market for the cancellation of principal and interest of External Financial Indebtedness when the creditor is a related counterparty to the resident debtor, in accordance with section 3.5.6 of the Argentine Foreign Exchange Regulations. Additionally, debts covered by this section will continue to be subject to prior approval even if there is a modification of the creditor or debtor that results in no longer having a relationship between the creditor and the resident debtor.

Prior approval from the BCRA will not be required when:

(i)

it is related to transactions specific to local financial institutions;

(ii)

it is an External Financial Indebtedness that has an average life of no less than six months, provided the funds were entered into Argentina and settled through the Foreign Exchange Market on or after April 21, 2025;

(iii)

it is an External Financial Indebtedness with an average maturity of no less than two years, and the funds have been entered and settled through the Foreign Exchange Market between October 2, 2020 and April 20, 2025;

(iv)

it is a payment of compensatory interest accruing from January 1, 2025, on the remaining original value of financial debts with related foreign counterparties. Penalty or other equivalent interest that accrues from January 1, 2025, will still be subject to prior approval requirement;

(v)

the client is a SPV participant under RIGI that settles principal or interest of External Financial Indebtedness as provided in section 14.2.1 of the Argentine Foreign Exchange Regulations;

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(vi)

it is a payment of interest that is made simultaneously with the settlement for at least an equivalent amount of:

new External Financial Indebtedness with an average maturity of no less than two years and providing at least one year of grace for principal payments, both counted from the date access to the market is granted.

new direct investment contributions from non-residents.

The financial debts and/or direct foreign investment contributions, which cannot be considered for other mechanisms under the Argentine Foreign Exchange Regulations, may be entered and settled by the debtor making the interest payment or by another resident company belonging to the same economic group.

(vii)

it is an External Financial Indebtedness under the mechanism of Section 7.11 of the Argentine Foreign Exchange Regulations, and the access date is consistent with the conditions required to fit within that mechanism;

(viii)

the client has a “Certification for foreign exchange access regimes for incremental oil and/or natural gas production (Decree 277/22)” issued in the framework of Section 3.17 of the Argentine Foreign Exchange Regulations, for the equivalent of the principal amount being paid;

(ix)

the client has a “Certification of increased goods exports” for the years 2021 to 2023 issued under Section 3.18 of the Argentine Foreign Exchange Regulations for the equivalent of the principal amount being paid;

(x)

it is an External Financial Indebtedness with an average maturity of no less than two years settled between August 27, 2021, and December 12, 2023, and was used to pay commercial debts for the import of goods and services, based on the issuance of a “Certification of entry of new financial indebtedness with the exterior” under item 1 of Communication A 7348 and related provisions (provisions received in item 3.19 of the Annex to Communication A 7914); and

(xi)

it is an External Financial Indebtedness with an average maturity of no less than two years originating between August 27, 2021, and December 12, 2023, from a refinancing of commercial debts for the import of goods and services with the same creditor, under item 20 of Communication A 7626 and related provisions (provisions received in item 3.20 of the Annex to Communication A 7914).

Access to the Foreign Exchange Market by Guarantee Trusts for the Payment of Principal and Interest

Pursuant to Section 3.7 of the Argentine Foreign Exchange Regulations, Argentine guarantee trusts created to guarantee principal and interest payments of resident debtors may access the Foreign Exchange Market to make such payments at their scheduled maturity, to the extent that, in accordance with the applicable regulations in force, the debtor would have had access to the Foreign Exchange Market to make such payments directly.

Profit and Dividend Payment

Pursuant to Section 3.4 of the Argentine Foreign Exchange Regulations, access to the Foreign Exchange Market for the transfer of foreign currency abroad for the payment of dividends and profits to non-resident shareholders is subject to prior approval of the BCRA, unless the following requirements are met:

(1)

The profits and dividends must correspond to closed and audited balance sheets.

(2)

The total amount paid to non-resident shareholders shall not exceed the amount in Argentine Pesos that correspond according to the distribution determined by the shareholders’ meeting.

(3)

If applicable, the External Assets and Liabilities Survey must have been complied with for the transactions involved.

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(4)

The company falls within one of the following situations and fulfills all the conditions stipulated in each case:

(a)

The distributable profits arise from net income reported in regular, audited annual financial statements for fiscal years beginning on or after January 1, 2025.

(b)

The client engages in an exchange and/or arbitration transaction with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL.

(c)

The client is a SPV adhered to the RIGI and the profits correspond to foreign direct investment contributions that fall under Section 14.2.2 of the Argentine Foreign Exchange Regulations, the client must present documentation that supports the definitive capitalization of the contribution. In this case, the client must present documentation that supports the definitive capitalization of the contribution.

(d)

Records direct investment contributions settled as of January 17, 2020. In which case, (i) the total amount of transfers made in the Foreign Exchange Market for the payment of dividends to non-resident shareholders may not exceed 30% of the total value of the capital contributions made in the relevant local company that have entered and been settled through the Foreign Exchange Market as of January 17, 2020, (ii) access will only be granted after the expiration of a term of not less than 30 calendar days as from the settlement date of the last capital contribution taken into account to determine the aforementioned 30% capital cap, and (iii) the definitive capitalization of the capital contributions must be accredited or, failing that, the filing of the registration procedure of the capital contribution with the Public Registry of Commerce must be evidenced. In this case, the accreditation of the definitive capitalization must be made within 365 calendar days following the date of the initial filing with the Public Registry of Commerce.

(e)

Profits generated in projects under the Plan GasAr 2020-2024. In this case, (i) the profits generated by the foreign direct investment contributions entered and settled through the Foreign Exchange Market as from November 16, 2020, destined to the financing of projects framed within the Plan GasAr 2020-2024. If the client is a direct beneficiary of Decree No. 277/2022, the value of the benefits of the decree used by the client, directly or indirectly, shall be deducted from the amount allowed in the preceding paragraph, (ii) the access to the Foreign Exchange Market occurs no earlier than two years from the date of settlement in the Foreign Exchange Market of the contribution that allows the framing in this section, and (iii) the client must submit the documentation supporting the definitive capitalization of the contribution.

(f)

It has a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22)” issued under the provisions of section 3.17. of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid.

(g)

The client must have a Certification of Increased Exports of Goods for the years 2021 to 2023, issued in accordance with Section 3.18 of the Argentine Foreign Exchange Regulations, for the equivalent value of the profits and dividends being paid.

Transactions BOPREAL

The BOPREAL are securities issued by the BCRA for subscription in a primary offering for the following purposes: (i) by importers of goods, up to the amount of the outstanding debt for imports of goods with customs entry registration on or before December 12, 2023; (ii) by importers of services, up to the amount of the outstanding debt for imports of services where the performance or accrual of such services by the non-resident provider occurred on or before December 12, 2023; (iii) for the payment of profits and dividends owed to non-residents, as from the date on which their distribution was approved by the shareholders’ meeting; (iv) by non-resident clients, for profits and dividends collected in Argentina since September 1, 2019; and (v) by debtors of principal and interest in arrears with related-party counterparties, subject to prior authorization of the BCRA as provided under Sections 3.3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations.

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(a) For Importers of Goods

Importers of goods can subscribe BOPREAL for up to the amount of the pending debt for their imports of goods with customs entry registration before December 12, 2023. The entity making the subscription offer on behalf of the client must obtain the respective certifications on the outstanding debt amount issued by the entity/entities responsible for monitoring the officializations involved in the SEPAIMPO, in order to verify that all of the following conditions are met:

(i)

The obligation qualifies as a debt for goods imports as indicated in Section 10.2.4 of the Argentine Foreign Exchange Regulations.

(ii)

The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey.

(iii)

The conditions set forth in Section 10.3.2.1 of the Argentine Foreign Exchange Regulations for access to the Foreign Exchange Market are met, except for the condition specified in item (viii).

(iv)

The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations. Section 3.16.3 shall only apply to clients who are not resident individuals.

(v)

The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment.

Additionally, the entity must execute a foreign exchange sale ticket on behalf of the importer using the corresponding concept code identifying the type of transaction, indicating the nominal value in foreign currency of the BOPREAL bonds allocated to the importer.

In certain cases, the entity making the subscription offer on behalf of the client must have an affidavit from the client confirming that they have not requested the use of this mechanism through another entity for that debt.

(b) For Importers of Services

Importers of services can subscribe BOPREAL for up to the amount of the pending debt for their imports of services in which the provision or accrual of the service by the non-resident took place on or before December 12, 2023.

The entity making the subscription offer on behalf of the client must obtain the documentation that supports the existence of the service, the amount owed as of the subscription date, and verify that all of the following conditions are met:

(i)

The obligation qualifies as a debt for service imports as indicated in the second paragraph of Section 13.1.2 of the Argentine Foreign Exchange Regulations.

(ii)

The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey.

(iii)

(iv)

The client provides an affidavit stating that the debt for which they are requesting subscription is pending payment and that they have not used this mechanism for that debt.

Additionally, the financial entity must execute a foreign exchange sale ticket on behalf of the importer using the corresponding concept code identifying the type of transaction, indicating the nominal value in foreign currency of the BOPREAL bonds allocated to the importer.

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When it comes to profits and dividends pending payment to non-residents as determined by the shareholders’ meeting, clients can subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends pending payment to non-resident shareholders as determined by the shareholders’ meeting.

The entity making the subscription offer on behalf of the client must verify compliance with the following requirements:

(i)

The entity has documentation to support that the outstanding debt corresponds to profits and dividends from closed and audited financial statements.

(ii)

The transaction is declared, if applicable, in the latest overdue submission of the External Assets and Liabilities Survey.

(iii)

The client meets the supplementary requirements outlined in Sections 3.16.1 to 3.16.4 of the Argentine Foreign Exchange Regulations.

(iv)

The client provides an affidavit stating that:

The profits and dividends for which they are requesting subscription are pending payment;

They have not used this mechanism for that debt, and

They acknowledge that they will not have access to the Foreign Exchange Market to pay the equivalent of the debt for which they subscribed unless the payment is made via exchange and arbitrage with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from the BOPREAL bonds.

Additionally, the entity must also execute a foreign exchange sale ticket on behalf of the client, using the corresponding transaction code identifying the type of operation, and indicating the nominal value in foreign currency of the BOPREAL allocated to the client.

Non-resident clients, for profits and dividends received since September 1, 2019, may subscribe BOPREAL for up to the equivalent amount in local currency of the profits and dividends received from that date, adjusted by the most recent CPI available at the time of subscription. The entity making the subscription offer on behalf of the client must verify compliance with the requirements outlined in Section 4.6.2 of the Argentine Foreign Exchange Regulations.

(d) Subscription of BOPREAL by Debtors of Principal and Accrued Interest with Related Parties, Subject to Prior Approval by the BCRA pursuant to Sections 3.3.3 and 3.5.6 of the Argentine Foreign Exchange Regulations

Clients may subscribe to BOPREAL up to the amount outstanding as of the subscription date in connection with the following obligations:

(i)

Accrued compensatory interest as of July 4, 2024, arising from commercial debt for imports of goods and services with related counterparties.

(ii)

Accrued compensatory interest as of December 31, 2024, arising from financial debt with related counterparties.

(iii)

Principal amounts due in respect of financial debt with related counterparties.

The financial entity submitting the subscription on behalf of the client must retain documentation supporting: (i) the existence of the debt, (ii) the outstanding amount as of the subscription date, and (iii) verification of the following:

(1)

The transaction, where applicable, has been reported in the latest filed submission of the External Assets and Liabilities Survey.

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(2)

The client complies with the supplementary requirements set forth under Sections 3.16.1 to 3.16.4. of the Argentine Foreign Exchange Regulations.

(3)

The client complies with all other applicable requirements for accessing the Foreign Exchange Market according to the current regulatory framework, based on the nature of the transaction.

(4)

The client has provided an affidavit certifying that:

(i)

The debt for which the subscription is requested remains outstanding;

(ii)

This mechanism has not already been used for this debt; and

(iii)

The client acknowledges that they will not have access to the Foreign Exchange Market to repay the equivalent of the debt for which they subscribed, except if repayment occurs through an exchange and arbitrage with funds deposited in a local account originating from collections of principal and interest in foreign currency on BOPREAL.

The financial entity must also execute a foreign exchange sale ticket on behalf of the client, using the corresponding transaction code identifying the type of operation, and indicating the nominal value in foreign currency of the BOPREAL allocated to the debtor.

(e) Complementary Provisions on BOPREAL

Clients may, provided that the applicable requirements are met, access the Foreign Exchange Market through the execution of an exchange and/or arbitration with funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, to carry out the following transactions:

(i)

Payment of commercial debts for imports of goods with customs entry registration up to and including December 12, 2023, which were eligible according to the provisions of section (a) above. Payments made through the Local Currency System (the “LCS”) from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section.

(ii)

Payment of commercial debts for imports of services rendered or accrued up to and including December 12, 2023, which were eligible according to the provisions of section (b) above. Payments made through the LCS from the sale of funds deposited in a local account, originating from the collection of capital and interest in foreign currency from BOPREAL bonds, may also be considered under this section.

(iii)

Payment of debts to non-resident shareholders for profits and dividends, which were eligible according to the provisions of the first paragraph of section (c) above.

(iv)

The repatriation of portfolio investments of non-residents originating from profits and dividends collected in Argentina since September 1, 2019, as determined by the shareholders’ meeting based on closed and audited financial statements, which were eligible according to the provisions of the second paragraph of section (c) above.

(v)

Payment of principal and interest on debts with affiliated counterparties, which were eligible in accordance with Section (d) above

Clients who have acquired BOPREAL bonds in primary bidding under the provisions of sections (a), (b), (d) and the first paragraph of section (c) may execute sales of securities against a wire transfer to a third-party account abroad, provided that the requirements outlined in Section 4.3.2.3. of the Argentine Foreign Exchange Regulations are met, when selling the BOPREAL bonds acquired by the seller in the aforementioned primary biddings.

They may also settle, under the conditions outlined in the previous paragraph, other sales of securities made from April 1, 2024, provided that the market value of these transactions does not exceed the difference between the amount obtained from the sale with settlement in foreign currency abroad of BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services and their nominal value, should the former be lower.

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Section 4.8 of the Argentine Foreign Exchange Regulations sets forth a series of transactions that may be carried out by clients who acquired BOPREAL in primary bidding.

In the event that a client has executed a sale with a repurchase obligation using BOPREAL bonds acquired in primary bidding, the following will apply:

(1)

The sale of the bonds at the origin of the transaction shall not be taken into account for the preparation of the affidavits stipulated in sections (c) and (d) of “General Requirements”;

(2)

The aforementioned sale will not entitle the client to carry out securities transactions based on the difference between the amount obtained from the sale and the nominal value of the BOPREAL bonds acquired in primary bidding for eligible import debts of goods and services.

(3)

Once the client has regained possession of the BOPREAL bonds, the securities will be subject to the same treatment as bonds acquired in primary bidding.

Repatriations of Direct Investments and Other Foreign Currency Purchases by Non-Residents

Pursuant to Section 3.13 of the Argentine Foreign Exchange Regulations, prior approval from the BCRA will be required for access to the Foreign Exchange Market for the repatriation of investments by non-residents and other foreign currency purchases by non-resident clients, except for the following transactions:

(i)

International organizations and institutions performing the functions of official credit agencies;

(ii)

Diplomatic and consular representations, and accredited diplomatic personnel in Argentina for transfers made in the exercise of their functions;

(iii)

Representations in Argentina of Courts, Authorities or Offices, Special Missions, Commissions, or Bilateral Bodies established by International Treaties or Agreements, in which Argentina is a party, to the extent that transfers are made in the exercise of their functions;

(iv)

Transfers abroad on behalf of individuals who are beneficiaries of pensions and/or retirements paid by the ANSES or other pension agencies and/or pension annuities as provided by Section 101 of Law No. 24,241, for up to the amount received for such concepts in the last 30 calendar days, provided that the transfer is made to a bank account in the beneficiary’s registered country of residence

(v)

Purchase of foreign currency in cash by non-residents for tourism and travel expenses, up to a maximum amount of US$ 100, to the extent that the financial institution can verify in the online system implemented by the BCRA that the customer has settled an amount equal to or greater than the amount to be purchased within the 90 days prior to the transaction;

This transaction will become effective upon the registration of the client’s foreign currency sale with the BCRA by the intermediary entity, in accordance with the established guidelines. It should be noted that transactions involving the framing of settlements during their validity, specifically those pertaining to securities on behalf of and for the account of non-resident tourists, will not be considered for the purposes of this section.

(vi)

Transfers to bank accounts abroad of individuals for funds received in Argentina related to benefits granted by the Argentine government under Laws 24,043, 24,411, and 25,914 and related legislation;

(vii)

Repatriations of direct investments by non-residents in companies that are not controlling entities of local financial institutions with respect to a capital contribution that was received and settled through the foreign exchange market on or after October 2, 2020, provided that: (a) the repatriation occurs at least 180 calendar days after the settlement of the contribution funds, if the contribution was received and settled on or after April 21, 2025; or (b) the repatriation occurs at least two years after settlement, if the contribution was received and settled between October 2, 2020 and April 20, 2025.

(viii)

Repatriation of direct investments by non-residents is permitted up to the amount of investment contributions entered and settled through the Foreign Exchange Market as of November 16, 2020, provided that all of the following conditions are met: (a) the proceeds were used to finance projects

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carried out under the Plan GasAr 2020-2024; (b) the entity has documentation proving the effective entry of the direct investment into the resident company; and (c) access occurs no earlier than two calendar years from the date of settlement in the Foreign Exchange Market of the transaction that allows for compliance with this section.

(ix)

Repatriation of direct investments by non-residents in companies that are not controlling companies of local financial entities is permitted, provided that the relevant entity has obtained a “Certification for the Foreign Exchange Access Regimes for Incremental Oil and/or Natural Gas Production (Decree No. 277/22),” issued in accordance with the provisions of Section 3.17 of the Argentine Foreign Exchange Regulations.

(x)

Repatriations of direct investments by non-residents in companies through access by the resident who acquired their stake in a resident company, provided that:

(a)

The access occurs simultaneously with the settlement of funds entered from abroad through External Financial Indebtedness or funds from a financial loan in foreign currency granted by a local financial institution from a credit line of a foreign financial institution, with a minimum average duration of four years and at least three years of grace for capital repayment;

(b)

The resident company whose capital is being transferred is in one of the following sectors: forestry industry, tourism, infrastructure, mining, technology, steel industry, energy, oil, and gas; and

(c)

The transaction involves the transfer of at least 10% of the resident company’s capital.

If, at the time of access, the client does not have the documentation proving their possession of the capital stake being paid, they must submit an affidavit committing to present the documentation within 60 calendar days of access to the Foreign Exchange Market.

The repatriated amount must be equivalent to the original investment.

Through Communication “A” 8331, the BCRA established, within the framework of this item (x), that:

•

This treatment will also apply—subject to compliance with the remaining applicable requirements—to the acquisition of resident companies across all economic sectors, provided that such companies are neither financial entities nor controlling entities thereof.

•

Financial entities may also grant access to the Foreign Exchange Market to resident clients when the relevant transaction involves the acquisition of 100% of the capital stock of a non-resident company whose sole asset is the equity interest in the local company being acquired. In such case, in addition to complying with items (a), (b) and (c) of this subsection (x), the resident client must submit an affidavit signed by the legal representative of the company or by an attorney-in-fact with sufficient authority to assume such commitment on behalf of the company, undertaking to:

(i)

Complete, within a maximum period of 12 months from the date of access to the Foreign Exchange Market for this transaction, the change of residency of the acquired company so that it becomes a resident company in Argentina.

(ii)

Ensure that the local company whose equity interest is being acquired indirectly will not distribute profits or dividends to the acquired foreign company until the residency change referred to in the preceding item has been completed.

(iii)

Ensure that, in the event the acquired foreign company—acting as the controlling entity of the local company—is sold to a non-resident, the proceeds received from such sale are entered and settled in the Foreign Exchange Market within 15 business days.

(xi)

Repatriations of direct investment contributions by non-residents in a SPV adhered to the RIGI under Section 14.2.3 of the Argentine Foreign Exchange Regulations.

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(xii)

Repatriation by non-residents of principal, income, and proceeds from the sale of portfolio investments in instruments listed on local markets authorized by the CNV, mutual funds without direct listings composed of such instruments, and/or demand or term deposits with local financial institutions, provided that:

(a) There is certification from a local financial institution evidencing that the investment was constituted with funds received and settled through the local Foreign Exchange Market on or after April 21, 2025.

The settlement requirement shall be considered satisfied if the non-resident client has applied foreign currency directly, on or after May 23, 2025, to the primary subscription of debt securities issued by the National Treasury.

(b) Documentation is available demonstrating that the amount accessing the market does not exceed the interest or principal received and/or the amount actually obtained from the sale of the investment.

If the interest or sale proceeds are received in foreign currency, repatriation may be effected up to the equivalent of such amount.

(xiii)

Repatriations of portfolio investments by non-residents originating from profits and dividends collected in Argentina since September 1, 2019, from distributions determined by the shareholders’ meeting for closed and audited balances are permitted, provided that the transaction is carried out through an exchange and/or arbitration with funds deposited in a local account and originating from collections in foreign currency of principal or interest on BOPREAL bonds.

Separately, the aforementioned Communication “A” 8331 established that financial entities may grant access to the Foreign Exchange Market to resident clients in order to effect the repatriation of investments held by a non-resident in connection with the acquisition by the resident of the non-resident’s interest in a concession for the exploitation of natural resources granted in Argentina, provided that:

(i)

Access is carried out simultaneously with the settlement of funds transferred from abroad pursuant to External Financial Indebtedness or funds from a foreign-currency financial loan granted by a local financial institution funded through a credit line from a foreign financial institution, with a minimum average life of four (4) years and at least three (3) years of principal grace;

(ii)

The transaction involves the transfer of at least 10% of the interest in the concession agreement; and

(iii)

If, at the time of access, the client does not have the documentation evidencing title to the interest being acquired, the client must submit an affidavit undertaking to submit such documentation within 60 calendar days from the date of access to the Foreign Exchange Market.

Access to the Foreign Exchange Market by Individuals

Financial institutions may grant resident individuals access to the Foreign Exchange Market, without prior authorization from the BCRA, for the purchase of foreign currency in cash for holding purposes or for the establishment of deposits, provided that all of the following requirements are met:

(i)

The transaction must be processed through a debit from the customer’s account at local financial institutions, or if the customer uses local currency in cash, the total amount in local currency may not exceed the equivalent of US$100 per calendar month, across all financial institutions and for all specified concepts.

If the customer opts to use cash in local currency, the institution must obtain an affidavit from the customer affirming compliance with the aforementioned requirement.

(ii)

The selling institution must either deliver the foreign currency in cash to the customer or credit the funds to a foreign currency account held by the customer at a local financial institution or to a bank account held by the customer abroad, as applicable.

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(iii)

The institution must have recorded the transaction in the online system implemented for this purpose by the BCRA.

(iv)

In all cases, the institution must obtain evidence that the customer has income and/or assets consistent with savings in foreign currency.

In all cases, the financial entity must obtain an affidavit from the client under which the client undertakes not to conduct, whether directly, indirectly, or on behalf of or for the account of third parties, any purchases of securities settled in foreign currency from the moment the client requests access and for the following 90 calendar days. The foregoing undertaking shall not apply to purchases of securities settled in foreign currency carried out:

(i)

in connection with primary offerings of debt securities issued by resident issuers, provided that the purchaser holds such securities in its portfolio for a minimum of 15 business days. This minimum holding period shall not apply where the primary subscription was completed on or before December 9, 2025, or where the sale of the subscribed securities is settled in foreign currency; or

(ii)

through the reinvestment of foreign-currency proceeds received in respect of principal and/or interest payments on securities issued by the Argentine Treasury or the BCRA, within 15 business days from the corresponding payment date.

Financial institutions may grant resident individuals access to the Foreign Exchange Market for the formation of external assets, for family remittances, and for derivative transactions, provided the transaction does not fall under Section 3.12.1 of the Argentine Foreign Exchange Regulations and without prior approval from the BCRA, as long as all of the following requirements are met:

(i)

The client may not exceed, in any calendar month and across all institutions and under all of the above concepts, the equivalent of US$200.

(ii)

The transaction must be debited from the client’s account with a local financial institution.

If the client uses cash, the amount purchased may not exceed the equivalent of US$100 in any calendar month across all institutions and under all of the above concepts.

(iii)

The institution must obtain a sworn statement from the client confirming compliance with the above requirements.

(iv)

The institution must verify through the online system implemented by the BCRA that the client’s affidavit consistent with the data available to the BCRA.

(v)

In the case of transactions related to the client’s formation of external assets, the selling institution must either deliver the foreign currency banknotes or traveler’s checks, or credit the funds to a foreign currency account held by the client with a local financial institution, or to a bank account held by the client abroad, as applicable.

In all cases, the institution must obtain evidence that the client has income and/or assets consistent with savings in foreign currency.

Other Specific Provisions

Securities Transactions

CNV Rules establish a minimum holding period of one business day counted from its accreditation at the Central Depository Agent of Negotiable Securities (Agente Depositario Central de Valores Negociables) applicable only to clients who are not considered resident individuals in Argentina for:

(a)

sales of securities with settlement in foreign currency, regardless of jurisdiction or issuance law, to the extent that the purchase of said securities has been made with Argentine Pesos;

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(b)

transfers of securities acquired with settlement in local currency to foreign depository entities, regardless of their issuance law, unless their accreditation (i) results from a primary placement of securities issued by the National Treasury or by BOPREAL issued by the BCRA, (ii) refers to transactions under section 3.16.3.6(v) and the second paragraph of section 4.7.2 of the Argentine Foreign Exchange Regulations, or (iii) refers to Argentine shares and/or CEDEARs traded in markets regulated by the CNV.

(c)

applying securities from foreign depository entities to transactions with settlement in foreign currency.

Intermediaries and trading agents must verify compliance with the aforementioned minimum holding periods.

Transfers of securities to foreign depositary entities made by the client for the purpose of participating in a debt securities exchange issued by the Argentine government, local governments, or resident private sector issuers are not included in the aforementioned provisions. The client must present the corresponding certification for the exchanged debt securities.

Pursuant to currently applicable CNV Rules, prior to executing or registering any of the securities trade set forth in Sections 3.16.3.1. and 3.16.3.2. of the Argentine Foreign Exchange Regulations in CNV-authorized markets, local brokers must:

(a)

if the trade is to be performed by non-resident clients that do not qualify as foreign brokers: (i) ensure that the trades are for such clients’ own portfolios and financed with their own funds, and (ii) ensure the trades do not exceed Ps. 200 million per day;

(b)

if the trade is to be performed by non-resident clients that qualify as foreign brokers, whether acting for their own portfolios or on behalf of Argentine clients, ensure that the trades do not exceed Ps. 200 million per client per day. If the foreign broker is acting as a depositary of shares issued by local issuers and carries out the trade for purposes of paying dividends to holders of ADRs, GDRs, or similar certificates held in custody abroad, it is not subject to this requirement;

(c)

if the trade is to be performed by resident clients acting on behalf of resident or non-resident third parties, ensure that the trades do not exceed Ps. 200 million per client per day; and

(d)

if the trade is to be performed by resident clients acting for their own portfolios and financed with their own funds, the above-mentioned daily trading limit does not apply.

The aforementioned trade restrictions do not apply, among other things, to BOPREAL acquired in primary bidding and to the sale of securities with settlement in foreign currency and in the local jurisdiction previously acquired in Argentine Pesos by individual or corporate resident clients with funds from UVA mortgage loans. These clients must be granted the funds by financial entities authorized to act as such under terms of Law No. 21,526. Furthermore, the proceeds from these sales must be applied to the purchase of real estate in Argentina within the framework of the aforementioned credits. They are also not applicable to outbound transfers to foreign depositary entities involving: (i) securities issued with a full or partial amortization schedule no shorter than two years from their issuance date; and/or (ii) securities issued by the National Treasury with a full or partial amortization schedule no shorter than 180 calendar days from their issuance date; provided that, in all cases, such securities have been previously credited to the client’s account as a result of a primary issuance or bidding process, and only up to the nominal amount so subscribed in the relevant issuance. In addition, the restrictions do not apply to transfers carried out in accordance with the provisions of Sections 3.16.3.6.v) and 4.8.2, second paragraph, of the Argentine Foreign Exchange Regulations.

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BCRA Information Regime—External Assets and Liabilities Survey

On December 28, 2017, the BCRA replaced the information regimes established in Communications “A” 3,602 and “A” 4,237 with Communication “A” 6,401 (as subsequently supplemented and amended by Communications “A” 6795 and 8304), a unified regime applicable from December 31, 2017 (the “External Assets and Liabilities Survey”).

For submissions covering the first quarter of 2020 through the fourth quarter of 2025, inclusive, the External Assets and Liabilities Survey is governed by the following rules:

All legal entities or individuals with external liabilities at the end of any calendar quarter, or who repaid such liabilities during that quarter, must submit the External Assets and Liabilities Survey.

Declarants whose total external assets and liabilities at year-end equal or exceed US$50 million must file an annual report, which may supplement, confirm, or correct the quarterly submissions. Filing the annual report is optional for other entities or individuals.

Starting with the first quarter of 2026, the Survey of External Assets and Liabilities will follow these rules:

Primary Sample: Legal entities or individuals with total external assets and liabilities of US$10 million or more at the end of any quarter must submit a quarterly report.

If a declarant belongs to the primary sample in any quarter, they remain in the primary sample for the entire calendar year.

ii.

If a declarant no longer has external liabilities, they must still file a report for the quarter in which the liabilities were canceled.

iii.

Primary sample entities are not required to submit quarterly income statements but must file a simplified annual report including only investor-related forms and statements of income, changes in equity, and balance sheet.

Secondary Sample: Legal entities or individuals with total external assets and liabilities of less than US$10 million at the end of a quarter.

If this condition persists through every quarter of the year, only an annual report is required.

ii.

If, in any quarter, external assets or liabilities equal or exceed US$10 million, the declarant moves to the primary sample and must comply with primary sample reporting requirements.

iii.

If the declarant ceases to have external liabilities, they must file the annual report for that year to reflect the cancellation.

To be eligible for the secondary sample, the declarant must not have debts equal to or exceeding the threshold in other BCRA-related surveys at the end of the reference quarter. Entities may not charge fees for reporting reductions in such debts without access to the foreign exchange market.

Access to the Foreign Exchange Market for the repayment of foreign financial debt and other transactions is contingent upon the debtor’s compliance with the External Assets and Liabilities Survey. See “—Specific provisions on outflows through the Foreign Exchange Market— Payments for debt securities subscribed abroad and external financial indebtedness with foreign entities.”

Argentine Criminal Foreign Exchange Regulations

The Argentine Foreign Exchange Regulations establish that transactions not in compliance with the exchange regulations established by the Argentine Foreign Exchange Regulations will be subject to the Criminal Argentine Foreign Exchange Regulations (Law No. 19,359 and amendments).

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TAXATION

Mexican Tax Considerations

General

The following summary of the Mexican federal income tax consequences of the purchase, ownership and disposition of our series A shares or ADSs, is based upon the federal tax laws of Mexico as in effect on the date of this annual report, which are subject to change. Mexico has also entered into and is negotiating several tax treaties with other countries, that may have an impact on the tax treatment of the purchase, ownership and disposition of our series A shares or ADSs.

This summary is not a comprehensive discussion of all the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to Non-Mexican Holders that acquired our series A shares or ADS and does not address tax consequences to Holders that are regarded as residents of Mexico for tax purposes, Holders who may be subject to special tax rules, such as tax exempt entities, entities or arrangements that are treated as disregarded for Mexican or other jurisdictions’ income tax purposes, persons or group of persons under the Mexican Securities Market Law that own or are treated as owning, either, 10% or more of our stock by vote or value, or the control of our Company, or persons owning our shares before they were originally registered in the RNV maintained by the CNBV. Moreover, this summary does not address the applicable tax treatment in Mexico for transactions not conducted through an authorized Mexican or international recognized stock markets, nor through registered or protected transactions.

For purposes of this summary, an “International Holder” is the holder of our series A shares or ADSs that (i) is not regarded as resident of Mexico under current domestic tax laws, and (ii) is not a non-Mexican resident with a permanent establishment in Mexico for tax purposes.

You should consult your own tax advisors about the consequences of the acquisition, ownership, and disposition of the series A shares or ADSs, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.

This description assumes that you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out about those procedures.

ADSs

In accordance with provisions of the current Administrative Tax Regulations ADSs would be regarded as securities that exclusively represent our series A shares which are registered in the RNV maintained by the CNBV; therefore, should be treated as placed among the investing public at large (colocadas entre el gran público inversionista.)

Taxation of Dividends

Gross amount of any distribution of cash or property with respect to our series A shares or ADSs that is paid out of our current or accumulated earnings and profits would be subject to a 10% withholding income tax which would be withheld by the Mexican custodian in INDEVAL. Withholding tax would be computed on the Mexican Peso denominated amount distributed as dividend.

Mexican custodians in INDEVAL are obliged to issue tax receipts for taxes withheld on dividend distributions, which should be issued under the name of the depositary in case of ADSs or brokers where International Holders maintain their global accounts to hold our series A shares.

The 10% withholding tax rate may be reduced under certain tax treaties entered by Mexico with other countries, if formal requirements are complied with and disclosure is made to the Mexican custodian by the depositary or the broker with respect to the effective beneficiary of the dividend income. A 5% withholding tax rate may apply for International Holders that are U.S. companies that are resident for tax purposes in the U.S. and that are entitled to access U.S.-Mexico Tax Treaty benefits, to the extent such International Holders that are U.S. companies own 10% or more of the voting shares of the Company.

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Taxation of Dispositions of series A shares or ADSs

The sale or the disposition of series A shares carried out through a Mexican authorized stock exchange market (e.g., Bolsa Mexicana de Valores or Bolsa Institucional de Valores) would be exempt from Mexican income tax, as long as the International Holder furnishes an affidavit to its Mexican financial intermediary, stating, under oath, that it is a resident for tax purposes in a country with which Mexico has an income tax treaty in force and provides its tax identification number; otherwise, the Mexican financial intermediary should withhold 10% tax on the capital gain derived from the transaction.

Considering that our series A shares underlying the ADSs are registered with the RNV, the sale or disposition of ADSs would not be subject to Mexican income tax if (i) the transaction is carried out through NYSE or other recognized markets as defined in the Mexican Federal Tax Code, and (ii) the International Holder is a tax resident of a country with which Mexico has in force a treaty for the avoidance of double taxation.

Deposits and withdrawals of series A shares by International Holders in exchange for ADSs and the surrender of ADRs to the depositary for exchanging ADRs for uncertificated ADSs should not result in the realization of gain or loss for Mexican income tax purposes.

In the event that the sale or the disposition of series A shares were to be carried out other than through a Mexican authorized stock exchange market (e.g., Bolsa Mexicana de Valores or Bolsa Institucional de Valores) such disposition should be subject to a 25% Mexican income tax on the gross proceeds derived from the transaction which should be directly paid by the International Holder before the Mexican tax authorities within the subsequent 15 business days after the transaction is conducted. Alternatively, if formal requirements are complied with, International Holders could elect to compute its tax liability with the 35% income tax on the capital gain. International Holders that are residents of countries with which Mexico has a tax treaty in force may be entitled to benefits that would reduce or eliminate Mexican taxes imposed on the sale or disposition of series A shares if formal requirements are complied with.

Value Added Tax

Dividend distributions, the purchase and the sale or disposition of the series A shares or ADSs are exempt of Value Added Tax.

Tax impact of the Labor Reform

Mexican tax provisions prohibit the tax deduction of payments related to services companies under the concept of subcontracting or outsourcing, or specialized services from contractors that do not have the authorization from the Mexican Ministry of Labor and Social Welfare. Specialized services cannot (a) include activities equal or similar to the activities performed by the employees of the contracting party, or (b) cover the main economic activity of the contracting party.

Payments or consideration made for the subcontracting of personnel will not be considered as strictly necessary expenses, therefore, they will not be deductible for income tax purposes, nor creditable for value added tax. In addition, the tax provisions disallow any tax effects to the specialized services paid when they are carried out by the provider’s personnel that originally used to be employed by the beneficiary and were transferred by any legal means from the service provider to the beneficiary.

Note that pursuant to the labor reform, for Mexican entities to deduct payments for subcontracting specialized services, and credit the VAT related to such payments, the Mexican entity requires to receive certain documentation from the specialized service provider. Under the terms of the labor reform, the tax authorities may impose fines ranging from approximately US$10,250 to US$20,550 to the specialized service providers that fail to deliver the documentation for each obligation to deliver information not complied with. Furthermore, the labor reform establishes that Mexican entities subcontracting personnel will be joint and severally liable with the contracting party for the employment-related taxes triggered by the employees associated to the services or works rendered.

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Also, using deceptive practices to conceal the provision of subcontracting personnel would constitute tax fraud.

Other Mexican Taxes

There are currently no Mexican estate, gift, stamp, registration, or similar taxes payable with respect to the purchase, ownership or disposition of our series A shares or ADSs. The inheritance of our series A shares or ADSs received by a non-Mexican resident would be subject to income tax at the rate of 25% on the fair-market-value of the series A shares or ADSs inherited.

United States Federal Income Tax Considerations

The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the purchase, ownership and disposition of our series A shares or ADSs by a U.S. Holder (as defined below).

This summary is based on provisions of the Internal Revenue Code of 1986, as amended (“Code”), and regulations, rulings and judicial interpretations thereof, in force as of the date thereof, and the Convention Between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income dated September 18, 1992 (as amended by any subsequent protocols) (“U.S.-Mexico Tax Treaty”). Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.

This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor’s decision to purchase, hold, or dispose of series A shares or ADSs. In particular, this summary is directed only to U.S. Holders that hold series A shares or ADSs as capital assets and does not address tax consequences to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax exempt entities, entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of our stock by vote or value, persons holding series A shares or ADSs as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. Dollar. Moreover, this summary does not address state, local or foreign taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of acquiring, holding or disposing of series A shares or ADSs.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of series A shares or ADSs that is (1) (a) a citizen or resident of the United States, (b) a U.S. domestic corporation or (c) otherwise subject to U.S. federal income taxation on a net income basis in respect of such series A shares or ADSs and (2) fully eligible for benefits under the U.S.-Mexico Tax Treaty.

ADSs

In general, if you are a U.S. Holder of ADSs, you will be treated, for U.S. federal income tax purposes, as the beneficial owner of the underlying series A shares that are represented by those ADSs.

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Taxation of Dividends

Subject to the discussion below under “—Passive Foreign Investment Company Status,” the gross amount of any distribution of cash or property with respect to our series A shares or ADSs (including any amount withheld in respect of Mexican withholding taxes) that is paid out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, in the case of series A shares, or the date the depositary receives the dividends, in the case of ADSs, and will not be eligible for the dividends-received deduction allowed to corporations under the Code.

We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.

If you are a U.S. Holder, dividends paid in a currency other than U.S. Dollars generally will be includible in your income in a U.S. Dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends, in the case of series A shares, or the date the depositary receives the dividends, in the case of series A shares represented by ADSs. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received as a dividend on the series A shares.

The U.S. Dollar amount of “qualified dividends” received by an individual with respect to the series A shares or ADSs will be subject to taxation at a preferential rate. Subject to certain exceptions for short-term positions, dividends paid on the series A shares or ADSs will be treated as qualified dividends if:

•

the series A shares or ADSs are readily tradable on an established securities market in the United States, or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and

•

we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (a “PFIC”).

The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the U.S.-Mexico Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the U.S.-Mexico Tax Treaty. Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2025 or 2024 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.

Subject to generally applicable limitations and conditions, Mexican withholding tax on dividends paid at the appropriate rate applicable to the U.S. Holder may be eligible for a credit against such U.S. Holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021, and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder. In the case of a U.S. Holder that is either (i) eligible for, and properly elects, the benefits of the U.S.-Mexico Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under temporary guidance issued in 2023 and complies with specific requirements set forth in such guidance, the Mexican tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Mexican tax on dividends is uncertain, and we have not determined whether these requirements have been met. If the Mexican tax on dividends is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct the Mexican tax in computing such U.S. Holder’s taxable income for U.S. federal income tax purposes. Dividend distributions with respect to our series A shares or ADSs will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.

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The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular situations.

U.S. Holders that receive distributions of additional series A shares or ADSs or rights to subscribe for series A shares or ADSs as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax in respect of the distributions, unless any holder of our shares or ADSs has the right to receive cash or property instead, in which case the U.S. Holder will generally be treated as if it received cash equal to the fair market value of the distribution.

Taxation of Dispositions of series A shares or ADSs

Subject to the discussion below under “—Passive Foreign Investment Company Status,” upon a sale, exchange or other disposition of the series A shares or ADSs, U.S. Holders will realize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. Dollar value of the amount realized on the disposition and the U.S. Holder’s tax basis, determined in U.S. Dollars, in the series A shares or ADSs. Such gain or loss generally will be long-term capital gain or loss if the ADS or series A shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.

A U.S. Holder generally will not be entitled to credit any Mexican or Argentine tax imposed on the sale or other disposition of the series A shares or ADSs against such U.S. Holder’s U.S. federal income tax liability, except in the case of a U.S. Holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under temporary guidance issued in 2023 and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. Holder on the sale or other disposition of the series A shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax for U.S. foreign tax credit purposes, a U.S. Holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican or Argentine tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the series A shares or ADSs even if the U.S. Holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the series A shares or ADSs and any Mexican or Argentine tax imposed on such sale or disposition.

If a U.S. Holder sells or otherwise disposes of our series A shares or ADSs in exchange for currency other than U.S. Dollars, the amount realized generally will be the U.S. Dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. Dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. A U.S. Holder will generally have a tax basis in the currency received equal to the U.S. Dollar value of the currency received at the spot rate on the settlement date. Any currency gain or loss realized on the settlement date or the subsequent sale, conversion, or other disposition of the non-U.S. currency received for a different U.S. Dollar amount generally will be U.S.-source ordinary income or loss, and will not be eligible for the reduced tax rate applicable to long-term capital gains. If an accrual basis U.S. Holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. Holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the series A shares or ADSs.

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Deposits and withdrawals of series A shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Passive Foreign Investment Company Status

Special U.S. tax rules apply to investors in companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if, taking into account our proportionate share of the income and assets of our subsidiaries under applicable “look-through” rules, either

•

75% or more of our gross income for the taxable year is passive income; or

•

the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50%.

For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.

Based on our financial statements and our current expectations regarding the value and nature of our assets and the sources and nature of our income, we do not believe that we were a PFIC for our 2025 or 2024 taxable years, and we do not anticipate becoming a PFIC for our current taxable year or in the foreseeable future. However, the determination whether we are a PFIC must be made annually based on the facts and circumstances at that time. Accordingly, we cannot be certain that we will not be a PFIC for the current year or future years. If we are classified as a PFIC, you will generally be subject to a special tax at ordinary income tax rates on “excess distributions” (generally, any distributions that you receive in a taxable year that are greater than 125% of the average annual distributions that you have received in the preceding three taxable years, or your holding period, if shorter), and gains that you recognize on the disposition of your series A shares or ADSs. Under these rules (a) the excess distributions or gains will be allocated ratably over your holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of a step-up in the basis of your series A shares or ADSs at death.

If you are a U.S. Holder that owns an equity interest in a PFIC, you generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or more of these forms as required may toll the running of the statute of limitations in respect of each of your taxable years for which such form is required to be filed. As a result, the taxable years with respect to which you fail to file the form may remain open to assessment by the IRS indefinitely, until the form is filed.

You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and the consequences to you if we are treated as a PFIC.

Foreign Financial Asset Reporting.

Individual U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year, or US$75,000 at any time during the taxable year, are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in “specified foreign financial assets” based on objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.

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Backup Withholding and Information Reporting

Dividends paid on, and proceeds from the sale or other disposition of, the series A shares or ADSs to a U.S. Holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

A holder that is not a “United States person” (as defined in the Code) may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

Argentine Tax Considerations

The Argentine Income Tax Law (“ITL”) imposes a capital gain tax on the sale, transfer or any other act of disposition by non-Argentine tax residents of shares or other type of participations in foreign entities, trust, or other similar structures when the following two conditions are simultaneously met: (i) 30% or more of the market value of the shares, stakes, quotas, securities, or other kind of participations that the seller holds in the foreign entity is, at the time of the sale or at any time during the 12 months prior to the sale, attributable to assets located in Argentina owned directly or indirectly by the foreign entity, and (ii) the participation being transferred represents (at the time of the sale or transfer or during the 12 prior months) at least 10% of the equity of the foreign entity. For purposes of calculating this 10% threshold, Argentine regulations provide that, in certain cases, shares sold by entities controlled by or related to the seller, by the seller’s spouse, domestic partner (conviviente) and/or certain relatives must also be taken into account). The applicable tax rate would generally be 15% (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price to the extent, in both cases, the seller does not reside in non-cooperative jurisdictions, or the invested funds do not come from non- cooperative jurisdictions) of the proportional value that corresponds to the Argentine assets. When the buyer is not an Argentine tax resident, the payment of the tax rests with the foreign beneficiary through their local representative. This tax on indirect transfers only applies to participations in foreign entities acquired after the effective date of the tax reform, in force from January 1, 2018. Additionally, this indirect capital gains tax shall not apply if the transfer is made within the same economic group under the terms established by the regulatory decree of the ITL.

Since our Argentine assets currently represent more than 30% of the market value of our total assets on a consolidated basis, a holder that sells or transfers our common shares, acquired after January 1, 2018, could be subject to the Argentine indirect capital gains tax to the extent the mentioned requisites are met.

Argentine holders are encouraged to consult a tax advisor as to the Argentine tax consequences derived from the holding of, and any transactions relating to, the ADSs and series A shares.

DOCUMENTS ON DISPLAY

Any SEC filings we make are available to the public over the Internet at the SEC’s website: www.sec.gov.

ANNUAL REPORT TO SECURITY HOLDERS

Not applicable.

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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our activities are exposed to market risk, including the exchange rate risk, the interest rate risk and the price risk. Financial risks are those derived from financial instruments we are exposed to during or at the closing of each fiscal year. Risk management systems and policies are reviewed on a regular basis to reflect changes in market conditions and our activities, with a focus not placed on the individual risks of the business units’ operations, but with a wider perspective focused on monitoring risks affecting the whole portfolio. Financial risk management is controlled by the Financial Department, which identifies, evaluates and covers financial risks. Our risk management strategy seeks to achieve a balance between profitability targets and risk exposure levels.

For further information on our market risks, please see Note 17.6.1.1 to our Audited Financial Statements.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

American Depositary Shares

The Bank of New York Mellon is the depositary of the ADS program. Each ADS represents one series A share (or a right to receive one series A share) deposited with Banco S3 Caceis México, S.A., Institución de Banca Múltiple, as custodian for the depositary in Mexico. The depositary’s office at which the ADSs will be administered, and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

ADS holders may be unable to exercise voting rights with respect to the shares underlying the ADSs at our shareholders’ meetings, and preemptive rights may be unavailable to non-Mexican holders of ADSs. Mexican law governs shareholder rights. The depositary will be the holder of the series A shares underlying the ADSs. Registered holders of ADSs, have ADS holder rights. A deposit agreement among us, the depositary, ADS holders, and all other persons indirectly holding or beneficially owning ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs. To exercise any shareholder rights directly, ADSs holders need to surrender their ADSs to become a direct shareholder.

Depositary Fees and Expenses


Persons depositing or withdrawing shares or ADS holders must pay:		For:
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

US$0.05 (or less) per ADS		Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs		Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

US$0.05 (or less) per ADS per calendar year		Depositary services

Registration or transfer fees		Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary		Cable and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. Dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes		As necessary

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Persons depositing or withdrawing shares or ADS holders must pay:		For:
Any charges incurred by the depositary or its agents for servicing the deposited securities		As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. For the year ended December 31, 2025, the depositary reimbursed us a gross amount of US$50,000 in connection with the ADS program.

In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. We, the depositary bank and the custodian may withhold or deduct from any distribution the taxes and governmental charges payable by holders and the depositary may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

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ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2025.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, we, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and monitored by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with IFRS Accounting Standards as issued by the IASB, and it includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions, dispositions of our assets, and treasury policies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projection of any evaluation of the effectiveness of the internal controls to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As of the year ended December 31, 2025, our management conducted an assessment of the effectiveness of our internal control over financial reporting in accordance with the criteria established in the publication “Internal Control – Integrated Framework (2013),” issued by the Committee of the Sponsoring Organizations of the Treadway Commission, as well as the rules set by the SEC in its Final Rule “Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports.”

Vista LACH became part of our consolidated subsidiaries as of April 15, 2025 because of its acquisition. As permitted by the SEC Staff interpretive guidance for newly acquired businesses, our management excluded Vista LACH from the evaluation of internal control over financial reporting as of December 31, 2025. Vista LACH represents 29% and 70% of our total and net consolidated assets, respectively, and 27% and 21% of our total consolidated revenues and net income, respectively, as reported in our Consolidated Financial Statements as of and for the year ended December 31, 2025.

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Vista LACH will be included in the scope of the internal control model for financial reporting in 2026 and its processes and controls will be included and certified in 2026.

Based on the assessment performed, management concluded that our internal control over financial reporting was effective as of the end of the period covered by this annual report.

Attestation report of the registered public accounting firm

Reference is made to the report of EY Argentina (as defined below) on page F-2 of this annual report.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During 2025, the Company completed the sixth year of implementation of specific standards for the SOX and performed a management assessment over internal control.

ITEM 16.

RESERVED

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors of Vista has determined that Pierre Jean Sivignon is the Audit Committee financial expert. We believe that Mr. Sivignon possesses the attributes of an Audit Committee financial expert set forth in the instructions to Item 16A of Form 20-F. Under Argentine law and Rule 10A-3 Mr. Sivignon is an independent director. See “Item 6—Directors, Senior Management and Employees—Board of Directors.”

ITEM 16B.

CODE OF ETHICS

We have adopted a code of ethics and conduct (“Code of Ethics and Conduct”) that applies to all Vista officers and employees, as well as to third parties, including contractors, suppliers and business partners, that interact with Vista. The Code of Ethics and Conduct is available on our website at: www.vistaenergy.com. We did not modify or amend our Code of Ethics and Conduct during the year ended December 31, 2025, nor did we grant any waivers thereunder during such period.

Our Code of Ethics and Conduct sets forth the principles and standards that govern the manner in which we conduct our businesses. It is designed to promote compliance with applicable laws and regulations, foster mutual respect in the workplace, and ensure that we act with integrity and transparency in the market. Our Code of Ethics and Conduct expressly sets forth, among other matters, that no person shall, on behalf of Vista, directly or indirectly, including through third parties, offer or provide anything of value to a public officer, or to their representatives, for the purpose of obtaining or maintaining a business, influencing business decisions, or receiving any improper or unfair advantage.

Additionally, Vista’s commitment to ethical business conduct includes the obligation to maintain accurate and complete accounting books, financial statements and accounting records. Our accounting records, including our financial statements, management reports, contracts and agreements, must accurately and fairly reflect our economic activities and transactions, in accordance with applicable accounting standards and the laws governing Vista. All of Vista’s transactions, regardless of their amount, must be properly authorized, executed and recorded. In the event of a violation of the Code of Ethics and Conduct, the Company shall take appropriate disciplinary measures.

Contractors, suppliers, and other business partners are required, as a condition for onboarding and registration in Vista’s systems, to adhere to the Integrity Policy for Contractors and Suppliers, which is aligned with our Code of Ethics and Conduct and establishes the ethical principles applicable to third parties performing activities on behalf of the Company.

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Moreover, Vista provides a confidential, secure and accessible reporting channel to employees and third parties (the “Ethics Line”). The Ethics Line is operated by an independent third-party provider and allows reports to be submitted anonymously. All reports received through the Ethics Line are reviewed and assessed by the Ethics Committee, which is composed by the members of the Executive Team and the General Counsel, in accordance with the Company’s Procedure for Code Violations. Vista strictly prohibits any form of retaliation against individuals who report concerns in good faith.

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Non-Audit Fees

Our independent registered public accounting firm is Pistrelli, Henry Martin y Asociados S.A. (successor of Pistrelli, Henry Martin y Asociados S.R.L.) (member of Ernst & Young Global Limited) (“EY Argentina”), beginning with the audit of the year ended December 31, 2023.

The following table provides details in respect of audit, audit related, and tax fees billed by the independent registered public accounting firm and other member firms of Ernst & Young Global Limited involved in the PCAOB audit (collectively, “EY”) for professional services:


	2025		2024
	(in thousands of US$)
Audit fees		1,544		1,249
Audit- related fees		27		17
Tax fees		249		298

Total fees		1,820		1,564

Audit Fees. Audit fees in the above table are the aggregate fees rendered by EY in connection with the audit of our annual financial statements and the review of our quarterly financial information and services that are normally provided in connection with statutory and regulatory filings.

Audit-related Fees. Audit-related fees in the above table are the aggregate fees billed by EY for assurance and other services related to the performance of the audit.

Tax Fees. Tax fees in the above table are fees billed by EY for allowed tax compliance, tax advice and tax planning.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by EY, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2025		—		—		—		—
February 2025		—		—		—		—
March 2025		—		—		—		—

218


April 2025	—	—	—		—
May 2025	—	—	—		—
June 2025	—	—	—		—
July 2025	—	—	—		—
August 2025 (from 8/8 to 8/27) ⁽¹⁾	1,213,371	41.21	1,213,371	$	0
September 2025	—	—	—		—
October 2025	—	—	—		—
November 2025	—	—	—		—
December 2025	—	—	—		—

(1)

On April 9, 2025, at the Annual Ordinary General Shareholders’ Meeting, the Company’s shareholders approved a US$50 million share repurchase reserve to acquire the Company’s own shares. As of December 31, 2025, the share repurchase reserve had been executed in full.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.

CORPORATE GOVERNANCE

Corporate Governance Practices

Companies listed on the NYSE must comply with the corporate governance standards provided under Section 303A of the NYSE Listed Company Manual. As a foreign private issuer, we are permitted to follow home country practices in lieu of Section 303A, except that we are required to comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual. Under Section 303A.06, we must have an audit committee that meets the independence requirements of Rule 10A-3 under the Exchange Act. Under Section 303A.11, we must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), we must promptly notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a written affirmation to the NYSE.

The table below briefly describes the significant differences between our Mexican corporate governance rules and the NYSE corporate governance rules.


Section	NYSE Corporate Governance Rules	Mexican Corporate Governance Rules
303A.01	A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement.	A listed company must have at least 25% of independent directors. All listed companies must comply with this requirement.

303A.02	No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.	The shareholder’s meeting of a listed company in which a director is appointed or ratified, or where such appointment or ratification is informed, must affirmatively determine whether such director qualifies as independent. Under the Mexican Securities Market Law (i) shareholders that individually or as a group control the listed company, (ii) officers, employees or examiners of the listed company or its affiliates; (iii) individuals with significant influence or command authority (as defined below) over the listed company or its affiliates, among other persons, cannot be appointed as independent directors. There is test with respect to independence from the management as such.

303A.03	The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.	There is no such requirement.

219


Section	NYSE Corporate Governance Rules	Mexican Corporate Governance Rules
303A.04	A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	A listed company must have a corporate governance committee with at least three members appointed by the board of directors and which members must all be independent. The corporate governance committee of a listed company that is controlled by a person or group maintaining 50% or more of its outstanding capital stock may be formed by a majority of independent members.

303A.05	A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	There is no such requirement.

303A.06	A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties.	A listed company must have an audit committee with at least three members appointed by the board of directors and which members must all be independent. The minimum duties of this committee are set forth in the Mexican Securities Market Law, which include, among other things, supervising external auditors, discuss yearly financial statements and, when applicable, recommend their approval, informing the board of directors of existing internal controls and irregularities that it encounters, investigate breaches of operating policies internal control and internal audit systems and supervise the activities of the chief executive officer.

	As a foreign private issuer, we are required to comply with Section 303A.06, other than the requirement to have a minimum of three members on our audit committee.

303A.08	Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.	Stock options plans for employees and pensions plans of a listed company and its affiliates, and similar structures, must be approved by the shareholders’ meeting of the listed company. Such plan must provide for a general and equivalent treatment to all employees in similar situations.

303A.09	A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.	The by-laws of a listed company must comply with the corporate governance provided for in the Mexican Securities Market Law.

303A.10	A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.	A company listed in the Mexican Stock Exchange must adopt the code of ethics issued by the board of directors of such exchange and represent its knowledge of the best corporate practices code.

303A.12	(a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.	There is no such requirement.

	(b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.	There is no such requirement.

	(c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.	The secretary of the board of directors of a company listed in the Mexican Stock Exchange must disclose, at least once a year, the obligations, liabilities and recommendations resulting from the code of ethics, the best corporate practices code and the rules issued by the Mexican Stock Exchange to the directors of a listed company.
	As a foreign private issuer, we are required to comply with Section 303A.12.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

220

•

The Company’s cybersecurity and information security strategy is based on comprehensive risk assessment, mitigation, and resilience readiness. This is achieved through a threat intelligence-driven approach, application controls, and reinforced ransomware defense mechanisms. The framework follows several international standards, including NIST Special Publication

800-53

for general IT controls, CISA’s Zero Trust Maturity Model Version 2.0, ISA/IEC standards for industrial automation, the NIST Cybersecurity Framework for evaluating overall readiness, and the SEC SOX guidelines for assessing internal controls.

•

We have implemented Cybersecurity Policy and Standards, which serve as a comprehensive framework for our cybersecurity rules, technical standards, and procedures. This document is aligned with our corporate operating management system and establishes guidelines for developing, implementing, and enhancing procedures to protect information from unauthorized access and misuse, ensure the availability of critical systems, and maintain data protection and integrity. This policy is the cornerstone of our information security management system and an integral part of our cybersecurity governance framework.

Identify

•

We maintain a comprehensive process for assessing, identifying, and managing material risks from cybersecurity threats, including risks related to business operations disruption, financial reporting systems, intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws, litigation and legal risks, and reputational risks.

•

Risk assessments are conducted on an ongoing basis. The likelihood and impact of each risk are determined using a qualitative risk assessment methodology. Risks are identified from various sources, including vulnerability scans and penetration tests. We monitor our infrastructure and applications to detect evolving cyber threats and possible intrusions. The assessment results are reported quarterly to Company management through our cybersecurity risk matrix in accordance with the established cybersecurity governance model.

•

Third-party risk management is integral to our approach, involving rigorous due diligence and continuous monitoring of our vendors and partners to ensure alignment with our cybersecurity standards.

Protect

•

This function is built on advanced security technologies and is managed by a team of experts with significant experience in cybersecurity best practices.

•

The Company employs comprehensive policies, software, training programs, and hardware solutions to safeguard and monitor its environment. These measures include multifactor authentication for all critical systems, firewalls, intrusion detection and prevention systems, and vulnerability and identity management systems.

•

Our platform incorporates a suite of technologies, including encryption, antivirus, multi-factor authentication, firewalls, and patch management. These technologies are designed to protect and maintain the integrity of systems and computers across our organization.

•

Our Cybersecurity team regularly tests security controls through penetration testing, vulnerability scanning, and attack simulation activities.

•

The Cybersecurity team conducts annual information security awareness training for all employees, performs internal phishing tests, provides targeted training for employees who click on phishing attempts, mandates security training for new hires, and publishes cybersecurity newsletters to address emerging or urgent security threats.

Detect and Respond

•

We have a Cybersecurity Incident Response Plan that outlines the procedures for handling cybersecurity incidents based on their severity and ensures cross-functional coordination. Additionally, we have established a Cybersecurity Detection and Response team to provide real-time enterprise visibility into cyber incidents.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Vista Energy, S.A.B. de C.V.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Vista Energy, S.A.B. de C.V. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 28, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.



		Impact of estimated proved oil and gas reserves on the depreciation of Oil and Gas Properties and Production Wells and Facilities

Description of the matter		As described in Note 12 to the consolidated financial statements, at December 31, 2025, Oil and Gas Properties and Production Wells and Facilities was $4,771,200 thousand and had an associated depreciation expense for 2025 of $711,478 thousand. As described in Note 3.2.5, depreciation of those assets is calculated using the unit-of-production method based on proved oil and gas reserves, developed and not developed as applicable, based on the estimates certified by independent reserves engineering consultant. Proved oil and gas reserves are those quantities of natural gas, crude oil, and natural gas liquid which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. Judgment is required by the independent reserves engineering consultant in estimating oil and gas reserves. The estimation

F-2


		of reserves also requires the selection and evaluation of inputs, including historical production and oil price assumptions. Auditing the Company’s depreciation calculation is complex because of the use of the work of the independent reserves engineering consultant.

How We Addressed the Matter in our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate the depreciation, including management’s controls over the completeness and accuracy of the inputs described above provided to the independent reserves engineering consultant for use in estimating proved oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the independent reserves engineering consultant and management’s qualified person responsible for overseeing the preparation of the proved oil and gas reserve estimates. In addition, we evaluated the completeness and accuracy of the inputs described above used by the independent reserves engineering consultant in estimating proved oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. We also tested the mathematical accuracy of the depreciation calculation, including comparing the proved oil and gas reserves amounts used in the calculation to the certified reserve report prepared by the independent reserves engineering consultant.


		Evaluation of the fair value measurement of oil and gas assets acquired in the Petronas E&P Argentina S.A. (“PEPASA” currently Vista Energy Lach S.A. “Vista Lach”) business combination


Description of the matter		During 2025, the Company completed the acquisition of PEPASA resulting in the recognition of oil and gas assets of $2,055,517 thousand. As described in Note 32, the transaction was accounted for as a business combination using the acquisition method, which requires assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. The Company applied a discounted cash flow method to estimate the fair value of the oil and gas assets acquired. Significant inputs to the valuation included estimated oil and gas reserves certified by independent reserves engineering consultant, future oil prices and discount rates using a market-based weighted average cost of capital. Auditing the Company’s fair value measurement of the oil and gas assets acquired is complex because of the use of the work of independent reserves engineering consultant in estimating oil and gas reserves and the evaluation of management’s determination of the other inputs described above.

How We Addressed the Matter in our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its process to estimate the fair value of the acquired oil and gas assets, including management’s review of the significant assumptions used in the determination of the fair value of the assets.

F-3

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Vista Energy, S.A.B. de C.V.

Opinion on Internal Control Over Financial Reporting

We have audited Vista Energy, S.A.B. de C.V.’s (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Vista Energy, S.A.B. de C.V. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Vista Energy Lach S.A., which is included in the 2025 consolidated financial statements of the Company and constituted 29% and 70% of total and net assets, respectively, as of December 31, 2025 and 27% and 21% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vista Energy Lach S.A.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of Vista Energy, S.A.B. de C.V. as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flow for each of the three years in the period ended December 31, 2025, and the related notes, and our report dated April 28, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.

Member of Ernst & Young Global Limited

City of Buenos Aires, Argentina April 28, 2026

F-5

VISTA ENERGY, S.A.B. DE C.V.

Consolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars)


	Notes		Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Revenue from contracts with customers		5		2,474,197			1,647,768			1,168,774
Cost of sales:
Operating costs		6.1		(186,945	)		(116,526	)		(94,685	)
Crude oil stock fluctuation		6.2		1,046			1,720			(2,058	)
Royalties and others		6.3		(345,349	)		(243,950	)		(176,813	)
Depreciation, depletion and amortization		12/13/14		(738,903	)		(437,699	)		(276,430	)
Other non-cash costs related to the transfer of conventional assets		33.2.8		(29,016	)		(33,570	)		(27,539	)

Gross profit				1,175,030			817,743			591,249

Selling expenses		7		(218,072	)		(140,334	)		(68,792	)
General and administrative expenses		8		(147,709	)		(108,954	)		(70,483	)
Exploration expenses				(578	)		(138	)		(16	)
Other operating income		9.1		512,793			54,127			203,812
Other operating expenses		9.2		(32,382	)		(1,261	)		302
Impairment of long- lived assets		3.2.2		(38,252	)		4,207			(24,585	)

Operating profit				1,250,830			625,390			631,487

Income (loss) from investments in associates		18		(5,214	)		—			—
Interest income		10.1		10,594			4,535			1,235
Interest expense		10.2		(163,356	)		(62,499	)		(21,879	)
Other financial income (expense)		10.3		(88,183	)		23,401			(65,484	)

Financial income (expense), net				(240,945	)		(34,563	)		(86,128	)

Profit before income tax				1,004,671			590,827			545,359

Current income tax (expense)		15		(241,657	)		(426,288	)		(16,393	)
Deferred income tax (expense) benefit		15		(43,951	)		312,982			(132,011	)

Income tax (expense)				(285,608	)		(113,306	)		(148,404	)

Profit for the year, net				719,063			477,521			396,955

Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent years
- Profit (loss) from actuarial remeasurement related to employee benefits		23		36			(10,200	)		6,565
- Deferred income tax (expense) benefit		15		(13	)		3,570			(2,298	)

Other comprehensive income for the year				23			(6,630	)		4,267

Total comprehensive profit for the year				719,086			470,891			401,222

Earnings per share
Basic (in US Dollars per share)		11.1		7.015			4.979			4.237
Diluted (in US Dollars per share)		11.2		6.707			4.633			4.000

Notes 1 through 34 are an integral part of these consolidated financial statements

F-

VISTA ENERGY, S.A.B. DE C.V.

Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars)


	Notes	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Cash flows from operating activities:
Profit for the year, net			719,063			477,521			396,955
Adjustments to reconcile net cash flows
Items related to operating activities:
Allowance for expected credit losses	7		44			—			—
Share-based payments	8		55,989			34,923			23,133
Net increase in provisions	9.2		2,507			1,261			(578	)
Net changes in foreign exchange rate	10.3		144			453			(18,458	)
Discount of assets and liabilities at present value	10.3		23,652			(933	)		(2,137	)
Discount for well plugging and abandonment	10.3		2,434			1,312			2,387
Income tax expense	15		285,608			113,306			148,404
Other non-cash costs related to the transfer of conventional assets	3.2.8		29,016			33,570			27,539
Employee benefits	23		788			489			300
Items related to investing activities:
Impairment of long-lived assets	3.2.2		38,252			(4,207	)		24,585
Gain from Business Combination	9.1		(490,530	)		—			—
Interest income	10.1		(10,594	)		(4,535	)		(1,235	)
Changes in the fair value of financial assets	10.3		(18,471	)		(14,120	)		(19,437	)
Depreciation and depletion	12/14		730,248			431,788			272,371
Amortization of intangible assets	13		8,655			5,911			4,059
Income (loss) from investment in associates	18		5,214			—			—
Gain related to the transfer of conventional assets	3.2.8 / 9.1		—			—			(89,659	)
Gain from farmout agreement	9.1		—			—			(24,429	)
Items related to financing activities:
Interest expense	10.2		163,356			62,499			21,879
Amortized cost	10.3		7,880			1,649			1,810
Interest expense on lease liabilities	10.3		3,320			3,093			2,894
Other taxes interest	10.3		55,101			—			—
Other financial income (expense)	10.3		14,123			(14,855	)		26,381
Remeasurement in borrowings	10.3		—			—			72,044
Changes in working capital:
Trade and other receivables			(221,134	)		(210,622	)		(81,260	)
Inventories	6.2		(1,046	)		(1,720	)		2,058
Trade and other payables			(39,172	)		112,380			61,230
Payments of employee benefits	23		(494	)		(424	)		(283	)
Salaries and payroll taxes			(109,852	)		(16,247	)		(26,441	)
Other taxes and royalties			(24,660	)		(23,396	)		(43,507	)
Provisions	22.3		(1,600	)		(751	)		(1,359	)
Income tax payment			(431,650	)		(29,319	)		(67,213	)

Net cash flows provided by operating activities			796,191			959,026			712,033

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VISTA ENERGY, S.A.B. DE C.V.

Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars)


	Notes	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Cash flows from investing activities:
Payments for acquisitions of property, plant and equipment and biological assets			(1,455,411	)		(1,052,530	)		(688,437	)
Interest received	10.1		10,594			4,535			1,235
Payments for acquisitions of other intangible assets	13		(11,720	)		(11,328	)		(7,293	)
Proceeds from the transfer of conventional assets	3.2.8		5,734			10,734			10,000
Payments for investments in assoc iate s	18		(56,706	)		(3,287	)		(2,176	)
Payment for Business Combination, net of cash acquired	32		(841,555	)		—			—
Proceeds from farmout agreement	9.1		—			—			26,650
Prepayment of leases			—			—			(14,292	)
Payments for the acquisition of AFBN assets	29.2.6		—			—			(25,000	)

Net cash flows (used in) investing activities			(2,349,064	)		(1,051,876	)		(699,313	)

Cash flows from financing activities:
Proceeds from borrowings	17.2		2,838,173			1,320,897			318,169
Payment of borrowings principal	17.2		(1,173,623	)		(470,351	)		(211,499	)
Payment of borrowings interest	17.2		(148,310	)		(53,897	)		(22,993	)
Payment of borrowings cost	17.2		(17,935	)		(7,631	)		(1,779	)
Payments of other taxes interest	10.3		(22,045	)		—			—
Payments of other financial results	10.3		(7,948	)		8,680			(25,562	)
Payment of lease	14		(90,772	)		(56,641	)		(36,780	)
Share repurchase	21.1		(50,000	)		(99,846	)		—

Net cash flows provided by financing activities			1,327,540			641,211			19,556

Net (decrease) increase in cash and cash equivalents			(225,333	)		548,361			32,276
Cash and cash equivalents at beginning of year	20		755,610			209,516			241,956
Effect of exposure to changes in the foreign currency rate and other financial results of cash and cash equivalents			(4,093	)		(2,267	)		(64,716	)
Net (decrease) increase in cash and cash equivalents			(225,333	)		548,361			32,276

Cash and cash equivalents at end of year	20		526,184			755,610			209,516

Significant transactions that generated no cash flows
Acquisition of Vista Lach through the issuance of Series A shares and an increase in trade and other payables	1.2.2 / 32		506,754			—			—
Acquisition of property, plant and equipment through increase in trade and other payables			141,181			341,448			152,607
Acquisition of property, plant and equipment through increase in trade and other payables, related to the Farmout Agreement	12		109,538			—			—
Changes in well plugging and abandonment with an impact in property, plant and equipment	12 / 22.1		5,397			23,325			(930	)
Disposal for transfer of conventional assets through increase in trade and other receivables	3.2.8		—			—			(116,071	)

Notes 1 through 34 are an integral part of these consolidated financial statements

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(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

nima Burs

til de Capital Variable

”

(

“

S.A.B. de C.V.

”

)

, on July 28, 2017.

The Company made an initial public offering in the New York Stock Exchange (“NYSE”) on July 25, 2019 and started operating under ticker symbol “VIST” as from the following day. It issued additional Series A shares in the Mexican Stock Exchange (“BMV by Spanish acronym) on the same date under ticker symbol “VISTA”.

The Company’s corporate purpose is:

(i)

Acquiring, by any legal means, all kinds of assets, shares, interests in companies, equity interests or interests in all types of companies, either profit-making or nonprofit entities, associations, business corporations, trusts or other entities operating in the energy sector, in Mexico or in another country, or in any other industry;

(ii)

Participating as a partner, shareholder, or investor in all types of businesses or profit-making or nonprofit entities, associations, trusts, in Mexico or in another country, or of any other nature;

(iii)

Issuing and placing shares representing its capital stock, either through public or private offerings, in domestic or foreign securities markets;

(iv)

Issuing and placing warrants, either through public or private offerings, in relation to shares representing their capital stock or other types of securities, in domestic or foreign securities markets; and

(v)

Issuing or placing negotiable instruments, debt instruments or other guarantees, either through public or private offerings, in domestic or foreign securities markets.

As of December 31, 2025, the Company’s main activity, through its subsidiaries, is the exploration and production of Crude oil and Natural gas (“E&P”); and is the owner of the following exploitation concessions:

In Argentina

In the Neuquén basin:

(i)

100% in the conventional exploitation concessions (not operated) as detailed below:

25 de Mayo - Medanito S.E., located in the Province of Río Negro and maturing in 2036 (Note 28.1.2);

Jagüel de los Machos, located in the Province of Río Negro and maturing in 2035 (Note 28.1.2);

Entre Lomas Neuquén and Entre Lomas Río Negro, maturing in 2026 and 2036, respectively (Note 28.1.2);

Jarilla Quemada (in Agua Amarga area); located in the Province of Río Negro and maturing in 2040; and

Charco del Palenque (in Agua Amarga area) located in the Province of Río Negro and maturing in 2034.

These areas are operated by Tango Energy Argentina S.A. (“Tango” formerly known as Petrolera Aconcagua Energía S.A. “Aconcagua”) (Note 3.2.8).

(ii)

100% in the unconventional exploitation concessions (operated) as detailed below:

Bajada del Palo Oeste and Bajada del Palo Este, located in the Province of Neuquen, both maturing in 2053;

Aguada Federal and Bandurria Norte, located in the Province of Neuquen, both maturing in 2050.

(iii)

84.62% in Coirón Amargo Norte conventional exploitation concession (operated); located in the Province of Neuquen, maturing in 2036.

(iv)

90% in Águila Mora unconventional exploitation concession (operated); located in the Province of Neuquen, maturing in 2054.

(v)

50% in La Amarga Chica (“LACh”) unconventional exploitation concession (not operated); located in the Province of Neuquen, maturing in 2049. This area is operated by YPF S.A. (“YPF”) (Note 1.2.2, 29.2.5 and 32).

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

In the Northwest basin:

(vi)

1.5% in Acambuco conventional exploitation concession (not operated), composed of two exploitation plots “San Pedrito” and “Macueca”, located in the Province of Salta, with maturing in 2036 and 2040, respectively. These areas are operated by Pan American Energy, LLC. Sucursal Argentina

(“Pan American”) (Note 34).

In Mexico

(i)

100% in

CS-01

area (operated), located in Tabasco, and maturing in 2047. On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the entire

CS-01

area to the Department of Energy (“SENER” by Spanish acronym, which is pending confirmation to the date of issuance of consolidated financial statements.

Additionally, as of December 31, 2025, the Company is the owner of the following transportation concessions through its subsidiaries:

In Argentina

(i)

100% in the federal crude oil transportation concession, which extends from Borde Montuoso oilfield (in Bajada de Palo Oeste area, Province of Neuquén) to La Escondida pumping station, maturing in 2053;

(ii)

100% in the Entre Lomas provincial crude oil transportation concession, which extends from the oil pipeline connecting the crude treatment plant located in Charco Bayo oilfield in Entre Lomas area to its interconnection with the crude oil trunk transportation system in La Escondida, both located in the Province of Rio Negro, maturing in 2036 (Note 28.1.2);

(iii)

100% interest in the provincial gas transport concession, extending from Compressor Station 11 at the Borde Montuoso field (located in Bajada del Palo Oeste, Province of Neuquén) to the interconnection with the Vaca Muerta Norte gas pipeline in the Tratayén area, Province of Neuquén, with a concession term expiring in 2053;

(iv)

100% in the provincial gas transport concession, extending from Aguada Federal area, Province of Neuquén to the interconnection in the vicinity of Cluster 5 within the San Roque concession area, Province of Neuquén, with a concession term expiring in 2050;

(v)

100% in the 25 de Mayo-Medanito S.E. provincial crude oil transportation concession, which extends from the oil pipeline connecting the crude treatment plant located in 25 de Mayo-Medanito S.E. area (Río Negro) to its interconnection with the crude oil trunk transportation system in “Medanito”, maturing in 2036 (Note 28.1.2). This concession is operated by Tango (Note 3.2.8);

(vi)

100% in the Entre Lomas provincial gas transportation concession, which extends from the gas pipeline connecting the gas treatment plant located in Charco Bayo oilfield in Entre Lomas Area, to its interconnection with the gas trunk transportation system in the Province of Río Negro, maturing in 2036 (Note 28.1.2). This concession is operated by Tango (Note 3.2.8) and;

(vii)

100% in the Jarilla Quemada provincial gas transportation concession, which extends from the gas pipeline connecting such oilfield to the Medanito-Mainqué gas pipeline, maturing in 2048. This concession is operated by Tango (Note 3.2.8).

For further information, see Note 3

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.

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

1.2 Significant transactions for the year

1.2.1 Agreement signed with Trafigura Argentina S.A. (“Trafigura”) related to the joint investment agreements (“farmout

agreements I and II

”)

in Bajada del Palo Oeste area

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 Note 29.2.1), 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 12). Finally, the Company recognized “Oil and gas properties” of 29,295 (Note 12).

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 Series 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 32.

Note 2. Basis of preparation and material accounting policies

2.1 Basis of preparation and presentation

The accompanying consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023, were prepared in accordance with the IFRS Accounting Standards (“International Financial Reporting Standards”) issued by the International Accounting Standards Board (“IASB”).

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 consolidated financial statements were approved by management for inclusion in the Company’s annual report on Form

20-F

on April 28, 2026, and the subsequent events through that date are considered (Note 3

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.2 New accounting standards, amendments and interpretations issued by the IASB

2.2.1 New effective accounting standards, amendments and interpretations issued by the IASB adopted by the Company

Amendments to IAS 21: The effects of Changes in Foreign Exchange rates – Lack of Exchangeability

In August 2023, the IASB issued amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates to clarify when entities are required to assess if a currency is exchangeable into another currency, and how to determine the exchange rate when a currency is not exchangeable.

The amendments also require that information be disclosed so that the users of the financial statements may assess how the lack of exchangeability affects profit and financial position, and cash flows.

The amendments will become effective for annual periods beginning on or after January 1, 2025. Early adoption is allowed, but comparative information cannot be restated.

These amendments had not impact on the Company’s consolidated financial statements, since they are governed by a convertible currency.

2.2.2 New accounting standards, amendments and interpretations issued by the IASB not yet effective

IFRS 18: Presentation and Disclosure in Financial Statements

On April 9, 2024, the IASB issued “IFRS 18 - Presentation and Disclosure in Financial Statements”, amending “IAS 1 - Presentation of Financial Statements” to introduce new requirements for the presentation and disclosure of information in financial statements and the related explanatory notes, as well as the requirement to disclose Management-defined performance measures.

Among others, IFRS 18 requires companies to classify revenue and expenses of “Statement of profit and other comprehensive income” in the following categories: (i) operating: (ii) investing; (iii) financing; (iv) income tax, and (v) discontinued transactions. It also sets forth the requirement to file subtotals and totals for: (i) operating profit or loss; (ii) profit or loss before financing and income tax, and (iii) profit or loss for the period.

In addition, it requires that companies disclose Management-defined Performance Measures (“MPM”) in a note to the financial statements, explaining the calculation method, and reconciliation with the financial information filed, among others.

Finally, limited-scope amendments were made to the following standards: (i) IAS 7 - Statement of Cash Flows; (ii) IAS

8- Accounting

Policies, Changes in Accounting Estimates and Errors, and (iii) IAS

34- Interim

Financial Reporting.

The amendments will become effective for annual periods beginning on or after January 1, 2027. Early adoption is allowed and must be applied retrospectively.

The Company is assessing the impact of IFRS 18 on its consolidated financial statements.

2.3 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries.

2.3.1 Subsidiaries

Subsidiaries are all entities over which the Company has control, which occurs if and only if the Company has all the following:

(i)

Power over the entity;

(ii)

Exposure or rights to variable returns from its involvement with the entity; and

(iii)

The ability use its power over the entity to affect the amount of the investor’s returns.

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The Company reassesses whether it controls a subsidiary, if facts or circumstances indicate that there are changes to 1 or more of the 3 elements of control mentioned above.

When the Company does not have a majority of the voting rights of an investee, it has power over the latter when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

The Company assesses all facts and circumstances to determine whether voting rights are sufficient to give it power over an entity, including:

(i)

The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

(ii)

potential voting rights held by the Company, other vote holders or other parties;

(iii)

rights arising from other contractual arrangements; and

(iv)

any additional facts and circumstances that indicate the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meeting.

Relevant activities are those that most significantly affect the subsidiary’s performance, such as the ability to approve an operating and capital budget and the power to appoint Management personnel, among others.

Subsidiaries are consolidated from the date the Company obtains control over them and ceases when such control ends. Specifically, profit and expenses of a subsidiary acquired or disposed of during the year are included in the statements of profit or loss and other comprehensive income as from the date in which the Company obtains control until it assigns or loses such control.

Intercompany transactions, balances and income or losses are deleted. The subsidiaries’ financial statements are adjusted when needed to align their accounting policies to the Company’s accounting policies.

Below are the Company’s main subsidiaries:


Subsidiary name	Equity interest									Place of business		Main activity
Subsidiary name	December 31, 2025			December 31, 2024			December 31, 2023			Place of business		Main activity

Vista Energy Holding I, S.A. de C.V. (“Vista Holding I”)		100	%		100	%		100	%		Mexico	Holding company
Vista Energy Holding II, S.A. de C.V. (“Vista Holding II”)		100	%		100	%		100	%		Mexico	Exploration and production (1)
VX Ventures Asociación en Participación (“VX Ventures AenP”)		100	%		100	%		100	%		Mexico	Holding company
Vista Argentina (2)		100	%		100	%		100	%		Argentina	Exploration and production (1)
Aluvional S.A. (“Aluvional”)		100	%		100	%		100	%		Argentina	Mining and industry
Aleph Midstream S.A. (“Aleph”) (2)		—			100	%		100	%		Argentina	Services (3)
AFBN S.R.L. (“AFBN”) (2)		—			100	%		100	%		Argentina	Exploration and production (1)
Vista Energy International S.A. (“VEISA”)		100	%		—			—			Uruguay	Trader
Vista Lach (4)		100	%		—			—			Argentina	Exploration and production (1)

(1)	Its refers to the exploration and production of Natural gas and Crude oil.

(2)	Since January 1, 2025 Aleph and AFBN were merged with Vista Argentina.

(3)	Including operations related to the capture, treatment, transport and distribution of hydrocarbons and derivatives.

(4)	See Note 1.2.2 and 32.

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

For further information, see Note 3

2.3.2 Changes in interests

Changes in the Company’s working interests in its subsidiaries that do not result in a change in control of the subsidiary are accounted for as equity transactions. The carrying amount of the Company’s interests is adjusted to reflect the changes in interests in the subsidiaries.

When the Company ceases to consolidate or book a subsidiary for loss of control, joint control or significant influence, any retained working interest in the entity is remeasured at fair value with the change in the carrying amount recognized in the statements of profit or loss and other comprehensive income. This fair value becomes the initial carrying amount for the purposes of subsequently booking retained interest as the associate, joint venture or financial asset.

In addition, any amount previously recognized in other comprehensive income in relation to such entity is booked as if the Company had directly disposed of the related assets or liabilities. This may mean that the amounts previously recognized in other comprehensive income are reclassified to profit or loss.

If the working interest in a joint venture or associate is reduced, but the entity retains the joint control or significant influence, only a proportion of the previously recognized amounts in other comprehensive income is reclassified to profit or loss.

2.3.3 Joint arrangements

According to “IFRS 11-Joint Arrangements”, investments are classified as joint operations or joint venture, depending on contractual rights and obligations. The Company has joint operations but has no joint venture.

Joint operations

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control exists only when decisions about the relevant business activities require the unanimous consent of the parties that collectively control the arrangement.

When the Company carries out activities under joint operations, recognize in proportion to its interest:

(i)

Its assets and liabilities held jointly;

(ii)

Its revenue from the sale of its share of the output of the joint operation; and

(iii)

Its expenses, including its share of any expenses incurred jointly.

The Company books its assets, liabilities, revenues and expenses related to its interest in a joint operation according to the IFRS applicable. They were included in the consolidated financial statements in the related accounts. Interest in joint operations were based on the latest financial statements or financial information available as of every

year-end

considering significant subsequent events and transactions, and management information available. The financial statements or the financial information of the joint operations are adjusted, if needed, so that the accounting policies are consistent with the Company’s accounting policies.

See Notes 1.1 and 29 for further information on the Company’s joint operations.

2.4 Summary of material accounting policies

2.4.1 Segment information

The operating segments are reported in a consistent manner with the internal reports provided by the Executive Management Committee (the “Committee” that is considerate the “Chief Operating Decision Maker” or “CODM”).

The CODM is the highest decision-making authority, in charge of allocating resources and establishing the performance of the entity’s operating segments and was identified as the body executing the Company’s strategic decisions.

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.2 Property, plant and equipment, Goodwill and other intangible assets

2.4.2.1 Property, plant and equipment

Property, plant and equipment is measured using the cost model, the asset is valued at cost less depreciation and any subsequent accumulated impairment loss.

Subsequent costs are included in the carrying amount of the asset or are recognized as a separate asset, as the case may be, only when it is probable that future economic benefits may flow to the Company and the cost of the asset may be measured reliably, otherwise such costs are charged to profit or loss during the reporting period in which they are incurred.

Works in progress are booked at cost less any impairment loss, of applicable.

Profit and loss from the sale of property, plant and equipment is calculated by comparing the consideration received with the carrying amount of the date in which the transaction was carried out.

(i) Depreciation methods and useful lives

Estimated useful lives, residual values and the depreciation method are reviewed at every

period-end,

and changes are recognized prospectively.

An asset is impaired when its carrying amount exceeds its recoverable amount.

The Company considers climate-related matters, including physical and energy transition risks, and determines if applicable regulations may affect the useful life or residual value of property, plant and equipment; for example, should machines and facilities using fuel fossils be prohibited or restricted, or if additional energy efficiency requirements are introduced (Note 2.4.20).

The Company amortizes drilling costs applicable to productive and in development and production facilities, according to the unit of production method (“UDP” by Spanish acronym), applying the proportion of Crude oil and Natural gas produced to prove and develop Crude oil and Natural gas reserves, as the case may be.

The mineral properties is amortized applying the proportion of produced Crude oil and Natural gas to total estimated Crude oil and Natural gas proved reserves.

The costs of acquiring properties with unproved reserves are valued at cost, and their recoverability is assessed regularly based on geological and engineering estimates of the reserves and resources expected to be proved during the life of each concession and are not depreciated.

Capitalized costs related to the acquisition of properties and the extension of concessions with proved reserves were depreciated per field based on a UDP by applying the proportion of produced Crude oil and Natural gas to estimated total proved oil and gas reserves.

The Company’s remainder items of property, plant and equipment are depreciated using the straight-line method based on their estimated useful lives, as detailed below:


Buildings			50 years
Machinery and installations			10 years
Equipment and furniture			10 years
Vehicles			5 years
Computer equipment			3 years

Land does not depreciate.

F-1

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(ii) Assets for oil and gas exploration

The Company adopts the successful effort method to account for its oil and gas exploration and production activities.

This method implies the capitalization of: (i) the cost of acquiring properties in oil and gas exploration and production areas; (ii) the cost of drilling and equipping exploration wells arising from the discovery of commercially recoverable reserves; (iii) the cost of drilling and equipping development wells, located in proved reserves areas; and (iv) estimated well plugging and abandonment obligations.

Exploration and evaluation involve the search for hydrocarbon resources, the assessment of its technical viability and the assessment of the commercial feasibility of an identified resource.

According to the successful effort method, exploration costs such as geological and geophysical (“G&G”) costs, excluding the costs of exploration wells and 3D seismic testing in operating concessions, are expensed in the period in which they are incurred.

These capitalized costs are subject to technical, commercial and administrative review, and a review of impairment indicators at least once a year. When there is sufficient management information indicating impairment, the Company conducts an impairment test according to the policies described in Note 3.2.2.

Estimated well plugging and abandonment obligations in hydrocarbon areas, discounted at a risk-adjusted rate, are capitalized in the cost of assets and are amortized using the UDP method. A liability for the estimated value of discounted amounts payable is also recognized. Changes in the measurement of these obligations as a consequence of changes in the estimated term, the cost or discount rate are added to or deducted from the cost of the related asset.

(iii) Rights and Concessions

Rights and concessions are booked as part of property, plant and equipment and are depleted on the UDP over the total proved reserves of the relevant area. The calculation of the UDP rate for the depreciation of development costs considers expenses incurred to date and authorized future development expenses.

2.4.2.2 Goodwill and Other intangible assets

(i)

Goodwill

Goodwill arises during an initial business combination and represents the excess of the consideration transferred over the fair value of net assets acquired. After initial recognition, goodwill is measured at cost less cumulative impairment losses.

To conduct impairment tests, goodwill is allocated as from acquisition date to each cash-generating unit (“CGU”), which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes. Goodwill is tested once a year.

When goodwill is allocated to a CGU and part of the transaction within such unit is eliminated, goodwill related to such eliminated transaction is included in the carrying amount of the transaction to determine gain or loss on sale.

The Company constantly assesses climate-related risks, including physical and energy transitions risks in measuring the recoverable value of the business credit (Note 2.4.20).

(ii)

Other intangible assets

Other intangible assets acquired separately are measured using the cost model; after initial recognition, the asset is valued at cost less amortization and any subsequent accumulated impairment loss.

Other intangible assets are amortized using the straight-line method; software licenses are amortized over their estimated 3 year useful life. The amortization of these assets is recognized in the statements of profit or loss and other comprehensive income.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The estimated useful life, residual value and amortization method are reviewed at every

period-end,

and changes are recognized prospectively.

2.4.3 Leases

The Company has lease contracts for various items of buildings, facilities and machinery, which are recognized under IFRS 16.

The Company recognizes

right-of-use

assets at the commencement date of the underlying asset is available for use.

Right-of-use

assets are measured at cost, net of the accumulated depreciation and impairment losses, and are adjusted by the remeasurement of lease liabilities. The cost of assets includes the amount for recognized liabilities, direct costs initially incurred, and payments made until the commencement date. Unless the Company is reasonably certain that it will obtain the ownership of the leased asset at the end of the contract, these assets are depreciated under the straight-line method during the lease term.

Right-of-use

assets are subject to impairment, as mentioned on the accounting policy, to impairment of long-lived assets other than goodwill (Note 3.2.2).

The Company recognizes lease liabilities measured at the present value of the payments to be made during the lease term. These payments include fixed payments, variable payments dependent on an index or rate, and the purchase option and the penalty payments from lease termination. The Company determines the lease term as the noncancellable lease term, together with any period covered by an option to extend the agreement if it is reasonably certain that it will exercise that option. To calculate the present value of lease payments, the Company uses the incremental borrowing rate at the lease contract.

After the commencement date, liabilities will be increased to reflect the accretion of interest and will be reduced by the payments made. In addition, the carrying amount of lease liabilities are remeasured if there is an amendment, a change in the lease term, a change in the fixed or

in-substance

fixed payments or a change in the assessment to buy the underlying asset.

The Company applies the exemption to recognize short-term leases (i.e., those leases for a term under 12 months as from the commencement date with no call option). Also, the

low-value

asset exemption also applies to

low-value

items. The lease payments of

low-value

assets are recognized as expenses under the straight-line method during the lease term.

2.4.4 Impairment of property, plant and equipment,

right-of-use

assets and other intangible assets (“long-lived assets”) other than goodwill

Long-lived assets with a definite useful life undergo impairment tests whenever events or changes in circumstances have indicated that their carrying value may not be recoverable. When the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized for the value of the asset. An asset’s recoverable amount is the higher of (i) the fair value of an asset less costs of disposal and (ii) its value in use.

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 groups of assets or CGUs. Amortized long-lived assets are reviewed for potential reversal of impairment at the end of each reporting period.

The Company constantly assesses climate-related risks, including physical and energy transitions risks, could have a significant impact and its eventual inclusion in the cash flows to determine the recoverable value (Note 2.4.20).

See Note 3.2.2 for further information on impairment of long-lived assets other than Goodwill.

2.4.5 Foreign currency translation

2.4.5.1 Functional and presentation currency

The functional currency of the Company and its subsidiaries is the USD, the currency of the primary economic context in entity operates. To determine the functional currency, the Company makes judgments and it must be reconsidered in the event of a change in conditions that may determine the primary economic context.

The presentation currency of the Company is USD.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.5.2 Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are accounted for at the exchange rate as of each transaction date. Foreign exchange gains and losses from the settlement of transactions and the translation at the closing exchange rate of monetary assets and liabilities denominated in foreign currency are recognized in the consolidated statements of profit or loss and other comprehensive income in “Other financial income (expense)” under “Net changes in foreign exchange rate”.

Monetary balances in foreign currency are converted at each country’s official exchange rate as of every

year-end.

2.4.6 Financial instruments

2.4.6.1 Financial assets

(i) Classification

Financial assets at amortized cost

Financial assets are classified and measured at amortized cost provided that they meet the following criteria: (i) the purpose of the Company’s business model is to maintain the asset to collect the contractual cash flows; and (ii) contractual conditions, on specific dates, give rise to cash flows only consisting in payments of principal and interest on the outstanding principal.

Financial assets at fair value

Financial assets are classified and measured at fair value through the consolidated statements of other comprehensive income if the financial assets are held in a business model whose objective is achieved by obtaining contractual cash flows and selling financial assets. However, financial assets are classified and measured at fair value through the consolidated statements of profit or loss if any of the aforementioned criteria is not met.

(ii) Recognition and measurement

Upon initial recognition, the Company measures a financial asset at its fair value plus, the transaction costs that are directly attributable to the acquisition of the financial asset.

The Company reclassifies financial assets when and only when it changes its model for managing these assets.

(iii) Impairment of financial assets

The Company recognizes an allowance for Expected Credit Losses (“ECL”) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between contractual cash flows owed and all the cash flows that the Company expects to receive.

For trade and other receivables, the Company calculates an allowance for ECL at each reporting date.

Expected credit losses in trade and other receivables are estimated on a

case-by-case

basis according to the debtor’s history of noncompliance and an analysis of the debtor’s financial position, adjusted by the general economic conditions of the industry, its current assessment and a management forecast of conditions as of the reporting date.

The Company recognizes an ECL of a financial asset when contractual payments are more than 90 days past due or when the internal or external information shows that it is unlikely that the pending contractual amounts be received.

A financial asset is derecognized when there is no fair expectation to recover contractual cash flows.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.6.2 Financial liabilities and equity instruments

(i) Financial liabilities

A contractual agreement is classified as a financial liability and is measured at fair value with changes in the consolidated statements of profit or loss and other comprehensive income.

The financial liabilities are initially recognized at fair value and after that, at their amortized cost (using the effective interest method) or at fair value through the consolidated statements of profit or loss and other comprehensive income.

The effective interest method is used in the calculation of the amortized cost of a financial liability and in the allocation of interest expense during the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments throughout the expected life of the financial liability.

The Company derecognizes financial liabilities when obligations are discharged, cancelled or expired. The difference between the carrying amount of such financial liability and the consideration paid is recognized in the consolidated statements of profit or loss and other comprehensive income.

When an existing financial liability is replaced by another one in terms that are substantially different from the original term or the terms of an existing liability change substantially, it results in the derecognition of the original liability and recognition of a new liability. The difference in the related accounting values is recognized in the consolidated statements of profit or loss and other comprehensive income.

Borrowings are recognized initially at fair value, net of transaction costs incurred and collateral if any. Financial liabilities related to purchasing value units (“UVA” by Spanish acronym) are adjusted by the benchmark stabilization coefficient (“CER” by Spanish acronym) at each closing date, recognizing the effects on “Other financial income (expense)” under “Remeasurement in borrowings”.

(ii)

Equity instruments

An equity instrument is any agreement that evidences an interest in the Company’s equity and is recognized for the amount of profit earned for the issuance of the equity instrument, net of direct issuance costs.

(iii)

Compound financial instruments

The component parts of a compound instrument issued by the Company are classified separately as financial liabilities and equity instruments according to the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An equity instrument is a conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of Company own equity instruments.

The fair value of the liability component, if any, is estimated using the prevailing market interest rate for similar nonconvertible instruments. This amount is recorded as a liability at amortized cost using the effective interest method until extinguished upon conversion or at the instrument redemption date.

A conversion option classified as equity is determined by deducting the liability component amount from the fair value of the compound instrument as a whole. It is recognized and included in equity, net of income tax effects, and it not subsequently remeasured. Moreover, the conversion option classified as an equity instrument remains in equity until the conversion option is exercised, in which case, the balance recognized in equity is transferred to another equity account. When the conversion option is not exercised at the redemption date of liability component, the balance recognized in equity is transferred to retained earnings. No profit or loss is recognized in the statement of profit or loss after the conversion or redemption of the conversion option.

Transaction costs related to the issuance of compound financial instruments are allocated to liability and equity components in proportion to the allocation of gross proceeds. Transaction costs related to the equity component are recognized directly in equity. Transaction costs related to the liability component are included in the carrying amount of liability component and are amortized throughout the life of negotiable obligations using the effective interest method.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.6.3 Offsetting of financial instruments

Financial assets and liabilities are disclosed separately in the consolidated statement of financial position unless the following criteria are met: (i) the Company has a legally enforceable right to set off the recognized amounts, and (ii) the Company intends either to settle on a net basis or to realize the asset and settle the liability simultaneously. A right to set off is that available to the Company to settle a payable to a creditor by applying against it a receivable from the same counterparty.

2.4.7 Recognition of revenue from contracts with customers and other operating income

(i) Revenue from contracts with customers

Revenue from contracts with customers related to the sale of crude oil, natural gas and Liquefied Petroleum Gas (“LPG”) is recognized when control of the assets is transferred to the customer.

It is recognized for an amount of consideration to which the Company expects to be entitled in exchange for these assets, recognizing a credit under “Oil, gas and GLP accounts receivable (net of allowance for expected credit losses)” (Note 16). As of December 31, 2025, the normal credit term is 20 days for crude oil sales and 51 days for natural gas and LPG sales. The Company has reached the conclusion that it acts as principal in its revenue agreements because it controls assets before transferring them to the customer.

In Note 5.1 revenues was broken down by (i) product type and; (ii) distribution channels. All Company revenue is recognized at a point in time.

The Company recognizes a contract asset if the goods or services are transferred before receiving the agreed-upon payment and/or consideration. It recognizes a contract liability when there is an obligation to transfer goods or services to a customer for which the entity has received consideration.

(ii) Other operating income

The Company discloses its other operating income in Note 9.1 and mainly included:

(i)	Gain from Business Combination (Note 1.2.2 and 32);

(ii)	Gain from Exports Increase Program (Note 2.5.2);

(iii)

Gain related to the transfer of conventional assets (Note 3.2.8);

(iv)	Gain from farmout agreement (Note 29.2.1); and

(v)	Other income that are not directly related to the Company main activity.

The Company recognizes revenue over time using an input method to measure progress toward service completion.

2.4.8 Inventories

Inventories are made up of Crude oil and materials and spare parts, and they are measured at the lower of cost and net realizable value.

The cost of Crude oil inventories includes production expenses and other costs incurred in bringing the inventories to their present location and condition to make the sale. The cost of materials and spare parts is determined using the weighted average cost method.

The net realizable value is the estimated selling price in the ordinary course of business less the estimated direct costs necessary to make the sale.

The recoverable amount of these assets is assessed at each reporting date, and any resulting loss is recognized in the consolidated statements of profit or loss and other comprehensive income.

Significant materials and spare parts, that the Company does not expects to use in the next 12 months, are included in “Property, plant and equipment”.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.9 Cash and cash equivalents

For the presentation of the consolidated statement of cash flows, cash and cash equivalents include: (i) cash on hand and demand deposits in banks and financial institutions; and (ii) other short-term highly liquid investments originally maturing in 3 or less months, readily convertible into known cash amounts and subject to insignificant risk of changes in value.

Overdrafts in checking accounts, if any, are disclosed within current liabilities in the consolidated statement of financial position and they are not disclosed in the consolidated statement of cash flows as they do not comprise the Company’s cash and cash equivalents.

2.4.10 Equity

Changes in equity were accounted for according to legal or regulatory standards, and Company decisions and the Company’s accounting policies and decisions.

(i) Capital stock

Capital stock is made up of shareholder contributions, share-based payments; net of shares repurchased in market. It is represented by outstanding shares at nominal value and is made up of Series “A” and “C” shares.

(ii) Other equity instruments

The other equity instruments are related to a capital stock generated by a cashless exercise of warrants, which allowed to the holders, obtains 1 Series A share for each 31 Warrants owned (Note 17.3 and 21.1).

(iii) Legal reserve

The legal reserve according to the Mexican Business Associations Law, required to allocate at least 5% of net profit for the year based on the Company’s nonconsolidated financial statements, and must be increase until it is equal to 20% of capital.

(iv) Share-based payments

The share-based payments correspond to the equity-settled compensation granted by the Company to certain employees, through which they receive equity instruments (Note 2.4.15).

(v) Share repurchase reserve

The share repurchase reserve, is related to the creation of a reserve for the acquisition of the Company’s own shares, which is subject to Mexico’s Securities Market Law provisions and should be approved by the Ordinary Shareholders’ meeting in compliance with the following requirements:

(i)

it should be made in an authorized stock exchange in Mexico;

(ii)

it should be carried out at market price unless it involves public offerings authorized by the Mexican Banking and Securities Commission (“CNBV” by Spanish acronym).

The share repurchase reserve is based on the Company’s nonconsolidated financial statements

(vi) Other accumulated comprehensive income (losses)

Other accumulated comprehensive income comprises actuarial gains and losses for defined benefit plan remeasurement and the related tax effect.

(vii) Accumulated profits (losses)

Accumulated profits or losses comprise the profit (or loss) for the current year and retained earnings or accumulated losses that were not distributed, the amounts transferred from other comprehensive income and prior-year adjustments.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Similarly, for capital reduction purposes, these distributions will be subject to income tax assessment according to the applicable rate, except for remeasured contributed capital stock or distributions from the net taxable profit account (“CUFIN, by Spanish acronym).

2.4.11 Employee benefits

2.4.11.1 Salaries and payroll taxes

Salaries and payroll taxes expected to be settled within 12 months after

period-end

are recognized for the amounts expected to be paid and are disclosed in “Salaries and payroll taxes” current in the consolidated statement of financial position (Note 24).

Costs related to compensated absences, such as vacation, bonuses and incentives are recognized as they are accrued.

In Mexico, the employees’ share in profit (“PTU, by Spanish acronym”) is paid to qualifying employees; is calculated using the income tax base. The PTU is recognized in the consolidated statements of profit or loss and other comprehensive income under “Employee benefits”.

2.4.11.2 Employee benefits

The Company maintains a defined benefit plan which are related to a series of pension benefits that certain employees will receive at retirement, depending on factors, such as age, years of service and compensation. According to the conditions established in each plan, the benefit may consist of a single payment or payments supplementary to pension system payments.

The cost of employee defined benefit plans is recognized periodically according to the contributions made by the Company.

Labor cost liabilities are accumulated in the periods in which employees render the services that give rise to the consideration.

The defined benefit obligation is the present value of the defined benefit obligation, net of the fair value of plan assets. The defined benefit obligation is calculated at least as of every

year-end

by independent actuaries through the projected unit credit method and is assessed discounting estimated future cash outflows using future actuarial assumptions on the demographic and financial variables that affect the assessment of such amounts.

Actuarial profit and losses derived from changes in actuarial assumptions are recognized in other comprehensive income in the period in which they arise and that shall not be reclassified to profit (loss) in subsequent years, likewise the costs of past services are recognized in the consolidated statements of profit or loss and other comprehensive income.

2.4.12 Borrowing costs

Borrowings costs directly attributable to the acquisition, construction or production of assets that necessarily require a substantial period of time to be ready for their intended use or sale are added to the cost of these assets until they are ready for their intended use or sale.

Income earned on the temporary investment of specific borrowings is deducted from borrowings costs eligible for capitalization. Other borrowings costs are accounted for in the period in which they are incurred.

For the years ended December 31, 2025, and 2024, the Company has not capitalized borrowings costs because it had no qualifying assets, except for interest on the discount at present value on lease liabilities disclosed in Note 14.

2.4.13 Provisions and contingent liabilities

The Company recognizes provisions when the following conditions are met: (i) it has a present or future obligation as a result of a past event; (ii) it is probable that an outflow of resources will be required to settle the obligation; and (iii) a reliable estimate can be made. No provisions for operating future losses are recognized.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

In the case of provisions in which the time value of money is significant (as is the case of well plugging and abandonment and environmental remediation) these provisions are determined as the present value of the expected cash outflow for settling the obligation. Provisions are discounted at a rate that reflects current market conditions as of the date of the statement of financial position and, as the case may be, the risks specific to the liability. When the discount is applied, the increase in the provision due to the passage of time is recognized as a financial cost in the consolidated statements of profit or loss and other comprehensive income.

(i) Provision for contingencies

Provisions for probable contingencies are measured at the present value of the amounts expected to be made to settle the present obligation, considering the best information available upon preparing the financial statements, based on the opinion of the Company’s legal counsel. Estimates are regularly reviewed and adjusted.

Potential contingent liabilities are: (i) obligations from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of uncertain future events not wholly within the Company’s control; or (ii) present obligations from past events that will not likely require an outflow of resources for its settlement, or which amount cannot be estimated reliably. These liabilities are disclosed in notes to the consolidated financial statements (Note 28.2).

Contingent liabilities which probability is remote are not disclosed.

(ii) Well plugging and abandonment provision

The Company recognizes a provision for well pugging and abandonment when there is a legal or constructive obligation as a result of past events, it is probable that a cash flow will be required to settle the obligation, and the amount to be disbursed can be reliably estimated.

In general, the obligation arises when the asset is installed, or the wells of land or environment at the site is modified.

When the liability is initially recognized, the present value of estimated costs is capitalized, increasing the carrying amount of the assets related to the Crude oil and Natural gas extraction insofar as they were incurred for the development or construction of the well.

The other provisions from an enhanced development or construction of the Crude oil and Natural gas production wells and facilities increase the cost of the related asset when the liability arises.

The changes in the estimated time or cost of well plugging and abandonment are afforded a prospective treatment by booking an adjustment to the related provision and asset.

(iii) Provision for environmental remediation

The provision for environmental remediation is recognized when it is likely that a soil remediation be conducted, and costs may be estimated reliably. Generally, the timing of recognition of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites.

The amount recognized is the best estimate of the expenditure required to settle the obligation. To consider the time value of money, the recognized value is the present value of the estimated future expense. The effect of such estimate is recognized in the consolidated statements of profit or loss and other comprehensive income.

It assesses if climate risks, including physical and energy transition risks, may have a major impact. If so, such risks are included in cash flows projected for estimating environment remediation costs (Note 2.4.20).

2.4.14 Income tax

Income tax for the period includes current and deferred income tax. Income tax is recognized in the consolidated statements of profit or loss and other comprehensive income except if it is related to items recognized in other comprehensive income or directly in equity.

Current and deferred tax assets and liabilities were not discounted and are stated at nominal values.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Income tax rates effective in Argentina and Mexico stand at 35% and 30% as of December 31, 2025, 2024 and 2023, respectively. For further information, see Note 15, 30.2 and 30.4.

(i) Current income tax

The Company recognizes a current income tax liability as of every

year-end,

calculated based on effective laws enacted by the related tax authorities.

The Company regularly assesses the positions adopted in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation. When tax treatments are uncertain and it is probable that a tax authority will accept the tax treatment afforded by the Company, income tax is recognized according to their calculations and interpretations. If it is not considered likely, the uncertainty is shown using the most likely amount method or the expected value method depending on the method that best predicts the resolution to the uncertainty.

The Company does business in several jurisdictions and is governed by effective laws enacted by each tax authority. The final assessment of current income tax for certain transactions and calculations is uncertain as there are cases in which tax regulations are subject to Company interpretation.

(ii) Deferred income tax

Deferred income tax is calculated using the liability method by comparing the tax bases of assets and liabilities and their carrying amounts in the financial statements to assess temporary differences.

Deferred tax assets and liabilities are booked at nominal values and measured at the tax rates that are expected to apply to the period in which the liability is settled or the asset realized based on tax rates (and tax laws) enacted as of

period-end.

Deferred income tax assets and liabilities are only offset when there is a legally enforceable right, and they are related to income tax levied by the same tax authority.

Deferred income tax assets are recognized only insofar as it is probable that future taxable profit will be available and may be used to offset temporary differences. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient profit will be available to allow all or part of the asset to be recovered.

2.4.15 Share-based payments

The Company grants to some employees shared-based compensation; whereby employees receive as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at grant date using a proper valuation method (Note 31) and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments”.

On March 22, 2018, the Company approved a Long-Term Incentive Plan (“LTIP”) whose goal is to attract and retain talented persons such as officers, directors, employees and consultants. The LTIP includes the following mechanisms for rewarding and retaining key personnel:

(i) Stock option plan (“SOP”)

The stock option plan grants the participant the right to buy a number of shares over certain term. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions. The equity-settled compensation cost is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8).

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(ii) Restricted stock (“RS”)

The restricted stock plan grants the participant additional benefits are met through a stock option plan which has been classified as an equity-settled share-based payment. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8).

(iii) Performance restricted stock (“PRS”)

The performance restricted stock grants the participant, which entitle them to receive PRS after having reached certain performance targets over a time of period. PRS are classified as equity-settled share-based payments. The cost of the equity-settled plan is measured at grant date considering the specific terms and conditions and is recognized in the consolidated statements of profit or loss and other comprehensive income in “General and administrative expenses” under “Share-based payments” (Note 8).

2.4.16 Investments in associates

An associate is an entity over which the Company has significant influence, being the power to participate in the financial and operating policy decisions of the associate but not control or join control over it, as mentioned in Note 2.3.1.

Investments are initially recognized at acquisition cost and then using the equity method whereby interests are recognized in profit or loss and in equity. The equity method is used as from the date when the significant influence over the associates is exercised.

The associates’ financial statements were prepared using the same policies employed in preparing these consolidated financial statements.

The Company’s interests in the associates’ net profits or losses, after acquisition, are recognized in the statements of profit or loss and other comprehensive income in “Income (loss) from investments in associates”.

For further information, see Note 18.

2.4.17 Biological assets

Biological assets are measured at initial recognition, and at the end of each reporting period, at fair value less estimated costs to sell at the point of harvest or collection.

Changes in fair value at initial or subsequent recognition are recognized in the period in the consolidated statement of profit or loss and other comprehensive income.

As of December 31, 2025 and 2024, the Company has biological assets for 15,855 and 10,027, mainly related of tree plantations, and its fair value less costs to sell are similar to replacement cost, as they are at the initial growth cycle.

Tree plantations are classified as

non-current

biological assets because they are not expected to be harvested within the next 12 months.

2.4.18 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

(v)	The fair value of any previously held equity interest in the subsidiary.

F-2

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

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.

As detailed in Note 1.2.2 and 32, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”).

2.4.19 Going concern

The Board oversees the Group’s cash position regularly and liquidity risk to ensure that there are sufficient funds to meet expected financing, operating and investing requirements.

Considering the macroeconomic context, the result of operations and the Group’s cash position as of December 31, 2025 and 2024, the Directors asserted, upon approving the financial statements, that the Group may reasonably be expected to fulfill its obligations in the foreseeable future. Therefore, these consolidated financial statements were prepared on a going concern basis.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

2.4.20 Climate-Related Matters

The Company frequently assesses the potential impact of climate-related matters in the estimates and assumptions used as basis for some items in the financial statements.

Even though the Company considers that its business model will continue to be feasible after transition to a

low-carbon

economy, climate-related matters increase uncertainty in the following estimates and assumptions:

(i) Useful life of property, plant and equipment: upon reviewing the expected useful life and residual value of assets, the Company considers climate-related matters and the legislation that may restrict the use of assets or require major capital expenditure (Note 2.4.2.1).

(ii) Impairment of long-lived assets and business credit: upon assessing the recoverable value of these assets, the Company considers climate-related matters, and climate change regulations (Note 3.2.1 and 3.2.2).

(iii) Environmental remediation liabilities: the Company considers the potential impact of climate-related matters upon estimating future decommissioning costs (Note 2.4.13).

Even though the Company considers climate-related matters have no major impact in the consolidated financial statements, it regularly assesses relevant changes and developments.

2.5 Regulatory framework

A-

Argentina

2.5.1 Regulatory framework for oil and gas activity

In Argentina, oil and gas exploration, exploitation and trade is governed by Law No. 17,319 and its amendments (“Argentine Hydrocarbons Law”), which establishes the regulatory framework for the exploration, exploitation, transportation and marketing of hydrocarbons (oil and natural gas) in the country.

The main modifications to the Argentine Hydrocarbons Law are detailed below:

(i)

Law No.

27,007:

-	It sets the terms for exploration permits and operating and transport concessions, distinguishing between conventional and unconventional concessions, the continental platform and territorial marine reserves;

The 12% payable as royalties are still effective to the grantor by operating concessionaires on the extraction of liquid hydrocarbon byproducts in wellheads and Natural gas production. In case of an extension, additional royalties will be paid up to 3% up to a maximum 18% for the following extensions; and

It prevents the Argentine government and provinces from reserving new areas in the future in favor of public or mixed companies or entities, regardless of their legal type. Therefore, the agreements entered into by provincial companies for the exploration and development of reserved areas before the amendment are safeguarded.

However, the Province of Neuquén has its own Hydrocarbon Law No. 2,453. Hence, the Company’s assets in the Province of Neuquén are governed by such law, whereas the remainder assets located in the Provinces of Río Negro and Salta follow Law No. 17,319, and its subsequent amendments.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(ii)

Law No.

27,742:

On June 28, 2024, Argentina’s House of Representatives approved Law of Bases and Points of Departure for the Freedom of Argentineans No. 27,742, as well as Law of Palliative and Relevant Tax Measures No. 27,743 (jointly, “the Bases Law”). On July 8, 2024, the Bases Law was enacted through Presidential Decrees No. 592/2024 and No. 593/2024, respectively, published in the Official Bulletin.

These law’s main objective is to deregulate the Argentine economy and adjust the state’s operation and structure; declaring a public administrative, economic, financial, and energetic emergency for a year, and grant the Argentine Executive (“PEN” by its Spanish acronym) delegated legislative powers, as main measures.

Regarding the main amended to the Argentine Hydrocarbons Law, as follows:

- Eliminates the concept of hydrocarbon self-supply existing at the time, with the objective of maximizing corporate profits from the exploitation of resources;

- Establishes that the Executive (National or Provincial, as the case may be) may grant storage permits and authorizations for hydrocarbon processing, under the requirements and conditions set forth by the Argentine Hydrocarbons Law;

- Grants producers rights to trade, transport, and industrialize hydrocarbons and

by-products,

while prohibiting the National Executive (“PEN” by Spanish acronym) from intervening or setting prices;

- Establishes the free export and import of hydrocarbons and

by-products,

eliminating the Department of Energy’s (“SE” by Spanish acronym) authority to challenge export permits;

- Amends the acquisition system and terms for unconventional concessions following the reconversion of conventional concessions;

- Authorizes the regulatory authority to grant concessions for terms other than those established in Hydrocarbons Law;

- Amends the extension system for new concessions;

- Mandates that new concessions be awarded through a bidding process upon expiration of existing concessions.

The Bases Law also sets forth the creation of an Incentive Regime for Large Investments (the “RIGI” by Spanish acronym), which provides stability and offers tax, customs, and foreign exchange benefits for projects in various sectors, including the energy and oil & gas, subject to specific conditions.

The RIGI was established and published in the Official Bulletin on August 23, 2024, through Decree No. 749/2024, applicable to the oil & gas sector solely for the following activities: (i) construction of treatments plants, natural gas separation plants, oil & gas pipelines, and polyducts, and storage facilities; (ii) transportation and storage of liquid and gaseous hydrocarbons; (iii) petrochemical plants, including fertilizer production and refinery; (iv) natural gas production, collection, treatment, processing, fractioning, liquefaction and transportation for export of liquefied natural gas, as well as the infrastructure works required to develop the industry, and (v) offshore exploration and exploitation of liquid and gaseous hydrocarbons.

The Bases Law had no significant impact on these consolidated financial statements.

For further information, see Note 34.

(iii) 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 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.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Additionally, in December 2024, within the framework of this regime, Central Bank of Argentina (“BCRA” by Spanish acronym) Communiqué “A” 8155 implemented the free availability of foreign exchange proceeds from exports according to the percentages established under the regime.

2.5.2 Exports Increase Program

On October 3, 2023 SE , through Resolution No. 808/23, established that the exporters of crude oil, natural gas and

by-products

(that meet certain conditions) may receive specified percentage of the funds obtained from exports through securities acquired in foreign currency and sold in local currency. This percentage was initially set at 25% in the aforementioned resolution. Subsequently, the percentage was modified as follows:

(i) On October 23, 2023, through Necessity and Urgency Decree (“DNU” by Spanish acronym) No. 549/23, it was set at 30%, effective through November 17, 2023.

(ii) On November 20, 2023, through DNU No. 597/23 it was set at 50%, effective until December 10, 2023.

(iii) On December 13, 2023, through DNU No. 28/23 it was set at 20%.

However, on April 14, 2025, the Argentine Executive issued DNU No. 269/2025 expressly repealing DNU No. 28/23 and, consequently, removing the differential system established thereunder.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized a gain of 4,961, 45,201 and 81,232 in “Other operating income” under “Gain from Exports Increase Program” (Note 9.1).

2.5.3 Gas market

(i) Argentine promotion plan to stimulate Natural gas production: 2020-2024 supply and demand system (“Gas IV Plan”)

On November 13, 2020, through Decree No. 892/2020, the PEN approved Gas IV Plan, whereby it declared that the promotion of Natural gas production is both a matter of public interest and a priority. The aforementioned decree was replaced by Decree No. 730/2022 of November 3, 2022, extending the term of the Gas IV Plan through December 31, 2028.

On December 22, 2022, through Resolution No. 860/2022, of the SE, the Company, through its subsidiary Vista Argentina, was awarded a base volume of 0.86 million cubic meters per day (“Mcm/d”) at an annual average price of 3.29 USD/MMBTU (Millions of British Themal Units (“MMBTU”)), applicable until December 31, 2024.

On April 19, 2023, through Resolution No. 265/2023 of the SE, the base volume awarded to Vista was increased to 1.14 Mcm/d, maintaining the annual average price of 3.29 USD/MMBTU, applicable for a

4-year

period as from January 1, 2025.

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 16).

2.5.4 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);

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(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.

2.5.5 Royalties and others

(i) Royalties

As mentioned in Note 2.5.1, royalties are governed by Law No. 17,319, as amended, and are calculated by applying 12% to the selling price after discounting certain expenses with the purpose of taking the value of the cubic meter of crude oil, natural gas and LPG to wellhead prices.

(ii) Export duties

Law No. 27,541, issued in December 2019, sets the maximum rate for export duties of hydrocarbons and mining at 8%.

Royalties and export duties are recognized in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3).

B- Mexico

2.5.6 Exploration and production activities regulatory framework

In 2013, Mexico introduced several amendments to Mexico’s Constitution that led to opening crude oil, natural gas and energy to private investments. As part of the energy reform, Petróleos Mexicanos (“Pemex” by Spanish acronym) transformed from a decentralized public entity into a productive state-owned enterprise. Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted.

These amendments also allow private sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons.

Mexico’s Hydrocarbon Law, that preserves state property over subsoil hydrocarbons but allows private companies to assume responsibility for hydrocarbons once extracted. Therefore, empowers private-sector entities to request the granting of a permit from Mexico’s Energy Regulatory Commission (“CRE” by Spanish acronym) to store, transport, distribute, trade and sell hydrocarbons. In addition, private-sector entities can import or export hydrocarbons subject to a permit issued by the “SENER”.

The National Hydrocarbon Commission (the “CNH” by Spanish acronym) conducts rounds of bid granting agreements to oil companies and business consortia. It interacts with Pemex and private companies and manage all E&P agreements. The agreements for the transport, storage, distribution, compression, liquefaction, decompression, regassification, trade and sale of crude oil, oil byproducts and natural gas are granted by the CRE.

In May 2021, Mexican Hydrocarbons Law Reforms (the “Reforms”) was published in the Official Bulletin. In general, the Reforms affect the permit system under Mexican Hydrocarbon Law by granting enhanced powers to the SENER and the CRE to grant, review, and revoke the different permits under such law. The Reforms also regain public control of the Mexican oil trading sector.

On March 18, 2025, the Mexican government enacted a reform introducing new legislation related to: (i) the Law governing 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;

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(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.

2.5.7 Royalties and others

The consideration payable to the Mexican government will be made up of:

(i) Contractual installment for exploration phase

It applies to the areas that do not have a development plan approved by the CNH and it is calculated monthly using the instalment established for each square kilometer comprising the areas covered by the contract.

(ii) Royalties

Royalties apply to the concessions’ total output and are calculated by applying the contractual percentage to the selling price. The contractual percentage is 45%, which will be adjusted as established in the contract. There is also a variable royalty, which will be applied to each type of hydrocarbon by applying the related rate to the selling price. Royalties are included in the consolidated statements of profit or loss and other comprehensive income in “Cost of sales” under “Royalties and others” (Note 6.3).

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 3. Significant accounting judgements estimates and assumptions

Preparing the consolidated financial statements requires that the Company make future judgments and estimates, apply significant accounting judgments and make assumptions that affect the application of accounting policies and the figures for assets and liabilities, revenue and expenses.

The estimates and judgments used in preparing the consolidated financial statements are constantly evaluated and are based on the historical experience and other factors considered to be fair in accordance with current circumstances. Future profit (loss) may differ from the estimates and evaluations made as of the date of preparation of these consolidated financial statements.

3.1 Significant judgments in the application of accounting policies

Below are the significant judgments other than those involving estimates (Note 3.2) that Management made and that have a material impact on the figures recognized in the consolidated financial statements.

3.1.1 Contingencies

The Company is subject to several claims, trials and other legal proceedings that arose during the ordinary course of business. The Company’s liabilities with respect to such claims, trials and other legal proceedings cannot be estimated with an absolute certainty. Therefore, the Company periodically reviews each contingency status and assesses the potential liability, employing the criteria mentioned in Note 22.3; hence, Management makes estimates mainly with the legal counsel’s assistance.

Contingencies include pending lawsuits for potential damage or third-party claims in the Company’s ordinary course of business and claims from disputes related to the interpretation of applicable legislation.

3.1.2 Environmental remediation

The costs incurred in limiting, neutralizing or preventing environmental pollution are capitalized only if at least one of the following conditions is met: (i) these costs are related to security improvements; (ii) environmental pollution risk is prevented or limited; or (iii) the costs incurred in preparing assets for sale and the carrying amount (which considers these costs) of these assets does not exceed the related recovery value.

The liabilities related to future remediation costs are booked when, based on environmental assessments, the likelihood of occurrence of these liabilities is high and costs may be reasonably estimated. The actual recognition and amount of these provisions is generally based on the commitments acquired by the Company to realize them, such as an approved remediation plan or the sale or disposal of an asset. The provision is recognized on the basis that the future remediation commitment will be required.

The Company measures liabilities based on the best estimate of the present value of future costs using the information currently available and by applying current environmental laws and regulations and the Company’s existing environmental policies.

3.1.3 Business combinations

The acquisition method implies the measurement at fair value of identifiable assets acquired and liabilities assumed in a business combination at acquisition date.

The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create an output. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with necessary skills, knowledge or experience to perform that processes or else it significantly contributes to the ability to produce outputs and is considered unique or scarce or cannot be replaced without significant cost, effort or delay in the ability to continue producing outputs. In cases where an oil and gas property acquisition transaction does not compliance the above conditions, the Company considers that it must be recognized as an asset acquisition.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

When the Company determines that it has acquired a business, to determine the fair value of identifiable assets, the Company uses the valuation approach that is most representative for each asset. These methods are the (i) income approach through indirect cash flows (net present value of expected future cash flows) or through the multi-period excess earnings method; (ii) cost approach (replacement value of the asset adjusted by loss due to physical impairment, functional and economic obsolescence); and (iii) market approach through a comparable transaction method.

Also, to determine the fair value of liabilities assumed, the Company considers the likelihood of cash outflows that will be required for each contingency and calculates the estimates with the legal counsel’s assistance based on available information and the litigation and resolution/settlement strategy.

Management significant judgment is required to choose the approach to be used and estimate future cash flows. Actual cash flows and values may differ significantly from expected future cash flows and the related values obtained through the aforementioned valuation techniques.

As detailed in Note 1.2.2 and 32, during the year ended December 31, 2025 the Company recognized the acquisition of Vista Lach as a business combination (“Business Combination”).

3.1.4 Joint arrangements

The Company assesses whether it has joint control on an arrangement, analyzing the activities and decisions about these relevant activities that require unanimous consent. The Company determined that the relevant activities for joint arrangements are those related to operating decisions, including the approval of the annual budget and the approval of service suppliers. The considerations made to assess joint control are the same as those needed to determine control on investments as established in Note 2.3.1.

Judgment is also required to classify a joint arrangement. Which requires that the Company assess its rights and obligations under the agreement.

3.1.5 Functional currency

The functional currency of the Company and its subsidiaries is the USD (Note 2.4.5.1), the currency of the primary economic context in entity operates. To determine the functional currency, the Company makes judgments. The Company reconsiders the functional currency in the event of a change in conditions that may determine the primary economic context.

3.2 Key sources of uncertainty in estimates

Below are the main estimates that entail significant impact in the Company’s assets, liabilities and profit or loss:

3.2.1 Impairment of goodwill

Goodwill is reviewed annually for impairment or more frequently if there are events or changes in circumstances showing that the recoverable amount of the CGU related to goodwill should be analyzed. Whether goodwill is impaired is assessed by considering the rec

erable amount of the CGUs to which it is allocated. Impairment is recognized when the recoverable amount of the CGU is lower than its carrying amount (including goodwill).

As of December 31, 2025, and 2024, the Company has goodwill for 22,576 (Note 13) related to the initial business combination.

The assessment of whether goodwill of a CGU or group of CGUs is impaired involves Management estimates on highly uncertain matters, including the assessment of the appropriate group of CGUs for goodwill impairment testing. The Company supervises goodwill for internal management purposes based on its only business segment.

Upon testing goodwill for impairment, the Company uses the approach described in Note 3.2.2.

No goodwill impairment losses were recognized as of December 31, 2025, 2024 and 2023.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

3.2.2 Impairment of long-lived assets other than goodwill

Impairment of long-lived assets is assessed at the lowest level for which there are identifiable and largely independent cash flows of the cash flows of other CGUs.

As of December 31, 2025, 2024 and 2023, the oil and gas properties are grouped in CGUs defined in Argentina and Mexico.

To assess whether a CGU may be impaired, internal and external sources of information are analyzed, which could indicate thar that the book value of an asset or CGU may not be recovered. If any indication of impairment exists, the Company estimates the recoverable amount of the asset or CGU.

The recoverable amount of a CGU is the highest of (i) its fair value less costs of disposal, and (ii) its value in use. When the carrying amount of a CGU exceeds its recoverable amount, the CGU is deemed impaired, and it is reduced to its recoverable amount. Due to the nature of the Company’s activities, the information on the fair value less costs of disposal of an asset or CGU is usually difficult to obtain unless negotiations are underway with potential buyers or similar transactions. Consequently, unless otherwise stated, the recoverable amount used in impairment testing is the value in use.

The value in use of CGUs is estimated using the present value of future net cash flows, based on business plans, approved annually by the Company.

As the initial step in drafting these plans, the Company establishes different assumptions which consider existing prices, the balance between global supply and demand of crude oil and natural gas. Upon assessing the value in use, estimated future cash flows are adjusted to consider the specific risks of the CGUs and are discounted at present value using a discount rate that reflects the current market assessments of the time value of money.

The Company assesses whether there is an indication that previously recognized impairment losses have reversed or decreased as of each reporting date. A previously recognized impairment loss is reversed only if here has been a change in the estimates used in determining the recoverable amount of the asset.

The assessment of whether an asset is impaired and to which extent involves Company estimates highly uncertain issues such discount rates, reserves and resources and commodity future prices. Actual cash flows and values may differ significantly from expected future cash flows and related amounts obtained using discount techniques, which could create major changes in the accounting values of the Group’s 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 event described in Note 1.1 regarding of irrevocable relinquishment of the entire

CS-01

Area. Therefore, the Company 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” (Note 12 and 13).

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 (Note 12).

As of December 31, 2023, the Company identified trigger events related to the decline in the international price of crude oil in Mexico and local price of natural gas in Argentina. Therefore, the Company performed an impairment testing and recorded an impairment of 22,906 related to the CGU in Mexico and 1,679 related to the CGU in Argentina.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Main assumptions used

Below are the key assumptions used in assessing the recoverable value of the aforementioned CGUs, if any, and the sensitivity analyses:


	As of December 31, 2025					As of December 31, 2024						As of December 31, 2023
	Argentina			Mexico (1)		Argentina			Mexico			Argentina			Mexico
Discount rates (after taxes)		9.3	%		—		9.9	%		7.4	%		12.9	%		6.0	%
Discount rates (before taxes)		19.3	%		—		18.2	%		8.3	%		21.9	%		8.2	%
Prices of crude oil, natural gas and LPG
Crude oil (USD/bbl) (2)
2024		—			—		—			—			82.4			73.4
2025		—			—		73.3			60.7			79.0			70.9
2026		61.5			—		70.7			61.6			72.6			64.5
2027		64.0			—		67.3			62.9			66.4			61.3
2028		65.3			—		67.4			61.4			66.4			61.3
As from 2029		63.4			—		67.4			61.4			66.4			61.3
Natural gas - local prices (USD/MMBTU)
As from		2.7			—		3.0			4.0			2.8			3.3
LPG - local prices (USD/tn)
As from		324.9			—		301.8			—			296.3			—

(1)	See Note 1.1.

(2)	The prices correspond to Brent and Maya, for Argentina and Mexico, respectively.

(i)

Discount rates:

Discount rates represent the present market value of the Company’s specific risks considering the time value of money and the individual risks of the underlying assets that have not been considered in cash flow estimates. The discount rate is calculated based on the Company’s specific circumstances and is derived from the weighted average cost of capital (“WACC”) with the proper adjustments to reflect risks and determine the rate before taxes. The income tax rate used is the tax rate effective in Argentina and Mexico standing at 35% and 30%, respectively. The WACC considers the cost of debt and cost of capital and considered public market data of certain companies deemed comparable (“comparable companies”) based on the industry, region and main activity.

(ii)

Prices of crude oil, natural gas and LPG:

Expected commodity prices are based on Management estimates and available market data.

The Company considered discounts for crude oil prices based on the quality of the crude oil produced in each CGU. The dynamics of the domestic crude oil and liquid fuels markets in Argentina and Mexico are also considered. The changes in Brent and Maya prices was estimated using the average market analysis forecasts.

To forecast the local price of natural gas used the average price received from gas sales in each CGU. Natural gas prices are adjusted by the calorific value of gas produced in each CGU.

The Company’s long-term assumption for crude oil prices reflects the judgment the market can produce enough oil to meet global demand sustainably.

(iii)

Production and reserve volumes

: the production level and the reserves is based on the reports certificated by external consultants and different risk factors were also applied to determine the expected value of each type of reserve (Note 33).

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Sensitivity to changes in assumptions

Regarding the assessment of the value in use as of December 31, 2025, and 2024, the Company considers that there are no reasonably possible changes in any of the abovementioned main assumptions that may cause the carrying amount of any CGU to decrease its recoverable amount, except for the following:


	As of December 31, 2025				As of December 31, 2024					As of December 31, 2023
	Argentina		Mexico (1)		Argentina		Mexico			Argentina			Mexico
Discount rate (on the basis)		+ 10%				+ 10%					+ 10%
Carrying amount		—		—		—		(3,138	)		(136	)		(2,559	)
Expected prices of crude oil, natural gas and LPG		- 10%				- 10%					- 10%
Carrying amount		—		—		—		(14,012	)		(349	)		(13,402	)

(1)	See Note 1.1.

The aforementioned sensitivity analysis may not be representative of the actual change in the carrying amount because it is unlikely that the change in the assumptions would occur in isolation as some assumptions may be correlated.

For further information climate-related matters see Note 2.4.20.

As of December 31, 2025, and 2024, the net carrying amount of property, plant and equipment, other intangible assets and

right-of-use

assets is disclosed in Notes 12, 13 and 14, respectively.

3.2.3 Current and deferred income tax

(i) Current income tax

The Company recognizes a current income tax liability as of every

year-end,

calculated according to effective laws enacted by the related tax authorities and, if necessary, provisions are recognized based on the amounts payable to tax authorities. However, there are some transactions and calculations which tax assessment is uncertain as sometimes tax regulations are subject to Company interpretation.

When tax treatments are uncertain and it is probable that a tax authority will accept the tax treatment afforded by the Company, income tax is recognized according to their calculations and interpretations. If it is not considered likely, the uncertainty is shown using the most likely amount method or the expected value method depending on the method that best predicts the resolution to the uncertainty.

(ii) Deferred income tax

Deferred tax assets are reviewed as of each reporting date and are amended according to the probability that the tax base allow the total or partial recovery of these assets. Upon assessing the recognition of deferred tax assets, the Company considers whether it is probable that some or all assets are not realized, which depends on the generation of future taxable profit in the periods in which these temporary differences become deductible. To this end, the Company considers the expected reversal of deferred tax liabilities, future taxable profit projections and tax planning strategies.

The assumptions on the generation of future taxable profit depend on the Company estimates of future cash flows, which are affected by sales and production volumes; crude oil and natural gas prices; operating costs; well plugging and abandonment costs; capital expenses; and the judgment on the application of tax laws effective in each jurisdiction.

Insofar as future cash flows and taxable profit substantially differ from the Group’s estimates, the Group’s capacity to realize net deferred tax assets booked at reporting date may be affected. Moreover, future changes in the tax laws in the jurisdictions in which the Group operates may hinder its capacity to obtain tax deductions in future periods.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

3.2.4 Well plugging and abandonment

Well plugging and abandonment at the end of the exploitation concession term requires that Company Management calculate the number of wells, the long-term costs of abandonment and the remaining time until abandonment. The technological, cost, policy, environment and safety issues change constantly and may give rise to differences between actual costs and future estimates.

Well plugging and abandonment estimates should be adjusted by the Company at least annually or in the event of changes in the assessment criteria assumed.

Well plugging and abandonment liabilities stand at 54,457 and 32,438, as of December 31, 2025, and 2024, respectively (Note 22.1).

3.2.5 Oil and gas reserves

Oil and gas items of property, plant and equipment are depreciated using the UDP method over total proved reserves (developed and not developed as applicable). Proved oil and gas reserves are those quantities which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations.

The useful life of each property, plant and equipment asset is assessed at least annually considering the physical limitations of the goods and the assessments of the economically recoverable reserves in the field in which the asset is located.

There are several uncertainties in the estimate of proved reserves and future production plans, development costs and prices, including several factors that are beyond the Company’s control. In estimating reserves involves a certain degree of uncertainty and depend on the quality of the engineering and geological data available as of the estimate date and their interpretation and judgment.

Reserve estimates are adjusted by changes in the assessment criteria or at least annually. These reserves are based on internal estimates of reserves engineers, certified annually by independent reserve engineering consultant.

The Company uses the information obtained from the reserve calculation in determining the depreciation of assets used in oil and gas areas, and in assessing their recoverability (Note 3.2.1, 3.2.2, 12 and 33).

3.2.6 Business combination

The fair value measurement is complex due to the use of work performed by independent reserve engineers, the adoption of a discounted cash flow method, the assessment of the key assumptions applied, including discount rates, production profiles, reserves, and future commodity prices. These judgments are based on information available at the acquisition date and may involve a significant degree of estimation (see Note 1.2.2, 2.4.18 and 32).

3.2.7 Share-based payments

The fair value estimate of share-based payments requires the determination of the most appropriate valuation model, which depends on the terms and conditions of the award. This estimate also requires the assessment of the most appropriate input for the valuation model, including the remaining life of stock options, and the shares volatility.

To measure the fair value of share-based payments at grant date, the Company employs the Black & Scholes model. The carrying amount, hypotheses and models used in estimating the fair value of transactions involving share-based payments are disclosed in Note 31.

3.2.8 Agreement signed with Tango related to conventional assets (“transfer of conventional assets”)

On February 23, 2023, the Company through its subsidiary Vista Energy Argentina S.A.U. (“Vista Argentina”), entered into an agreement with Tango for the following concessions of the Neuquina Basin, Argentina (the “Initial Transaction”): (i) the Entre Lomas upstream concession located in the Province of Neuquén; (ii) Entre Lomas, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo-Medanito S.E upstream concessions located in the Province of Río Negro (jointly, the “Exploitation Concessions”); (iii) the Entre Lomas and Jarilla Quemada gas transportation concession located in the Province of Río Negro, and (iv) the 25 de Mayo-Medanito S.E. Crude oil transportation concession located in the Province of Río Negro (jointly with the Exploitation concessions the “Concessions”).

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The Initial Transaction consists of a

two-phase

operation as described below:

(i)

The First Phase

(or Operating Period), effective from March 1, 2023, (“Effective Date”) and until the “Closing Date”, which will when Vista Argentina has received 4 million barrels of crude oil and 300 million standard cubic meters (“m3”) of natural gas (9,300 kilocalories per m3), or February 28, 2027 (“Deadline”), whichever comes first. If Tango fails its commitment, must pay VISTA the undelivered production in cash, according to the average price of the Neuquén Basin for the last 12 months; and

(ii)

The Second Phase

initiated on Closing Date, in which Vista Argentina and Tango will request the Provinces of Río Negro and Neuquén to approve the assignment of the Concessions. Thus, the Second Phase will end when the Concessions are transferred to Tango through province approval and the Transaction will then be formalized.

Under the terms of the Initial transaction, during the Operating Period, Vista Argentina maintains the ownership of the Concessions, and Tango: (i) pays 26,468 in cash (10,000 on February 15, 2023, (“Signature Date”) and 10,734 and 5,734 in March 2024 and 2025, respectively); (ii) will operate the Concessions on an

as is where is

basis, and (iii) pays 100% of Vista’s share capex and all operating cost, including royalties and taxes related.

Vista Argentina maintains the right to explore and develop the Vaca Muerta formation in the exploitation concessions, and that it may obtain one or more independent and separate unconventional concessions to develop such resources.

In addition, the Parties signed Natural gas processing and sales agreements whereby Tango undertakes to provide Vista Argentina with certain additional volumes of Natural gas, and to process and deliver the Natural gas applicable to Vista Argentina.

Finally, if Tango fails to comply with its obligations, which either in part or in full exceed 250, Vista Argentina may regain control of the Concessions.

This initial consideration is related to the committed funds and the initial credit recognized, which is equivalent to the discounted value of the agreed-upon volumes of crude oil, natural gas and LPG to be received during the Operating Period. For the valuation of receivables, the Company has estimated the terms and costs of supplying these volumes and the discount rate applicable.

On August 28, 2025, the Parties agreed to certain amendments to the Initial Transaction, including an adjustment to the crude oil production percentage retained by Vista, which was revised to 20%, and an extension to the schedule, with the Final Closing Date set for February 28, 2029, and the Long-Stop Date for March 31, 2029.

As of December 31, 2025, 2024 and 2023, the Company received 5,734, 10,734 and 10,000 in cash, respectively, as part of the Transaction.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized 29,016, 33,570 and 27,539 in the consolidated statement of profit or loss under “Other

non-cash

costs related to the transfer of conventional assets”, mainly related to the cost related for supplying the volumes of crude oil, natural gas and LPG by Tango under the agreement, which were discounted from the initial credit recognized for the transaction.

Likewise, for the year ended December 31, 2023, as a consequence of the Initial Transaction, the Company recognized a gain of 89,659 in “Other operating income” under “Gain related to transfer of conventional assets” (Note 9.1) resulting from the difference between the initial consideration and the residual value deletion of net assets included in the Transaction.

Note 4. Segment information

The 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.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The CODM considers as a single segment the exploration and production of crude oil, natural gas and LPG (including E&P 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. 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. For the year ended December 31, 2023, the Company generated 98.91% and 1.09% 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 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 5. Revenue from contracts with customers


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Goods sold		2,474,197		1,647,768		1,168,774

Total revenue from contracts with customers		2,474,197		1,647,768		1,168,774

Recognized at a point in time		2,474,197		1,647,768		1,168,774

The Company’s transactions and main revenue are described in Note 2.4.7. Revenue is derived from contracts with customers.

5.1 Information broken down by revenue from contracts with customers


Type of products	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Revenues from crude oil sales		2,384,912		1,573,069		1,097,316
Revenues from natural gas sales		83,104		71,756		67,290
Revenues from LPG sales		6,181		2,943		4,168

Total revenue from contracts with customers		2,474,197		1,647,768		1,168,774


Distribution channels	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Exports of crude oil		1,494,529		807,526		642,155
Local crude oil		890,383		765,543		455,161
Local natural gas		71,228		51,898		46,931
Exports of natural gas		11,876		19,858		20,359
LPG sales		6,181		2,943		4,168

Total revenue from contracts with customers		2,474,197		1,647,768		1,168,774

5.2 Performance obligations

The Company’s performance obligations are related to the transfer of goods to customers. The E&P business involves all the activities related to crude oil and natural gas exploration, development and production. Revenue is mainly derived from the sale of produced crude oil, natural gas and LPG to third parties at a point in time.

F-4

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 6. Cost of sales

6.1 Operating costs


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Fees and compensation for services		115,185		62,006		48,729
Salaries and payroll taxes		34,108		27,310		21,072
Employee benefits		11,785		9,333		5,926
Consumption of materials and spare parts		6,422		4,377		4,933
Transport		4,454		4,221		5,214
Easements and fees		6,604		3,288		4,547
Other		8,387		5,991		4,264

Total operating costs		186,945		116,526		94,685

6.2 Crude oil stock fluctuation


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Crude oil stock at beginning of the year (Note 19)		4,384			2,664			4,722
Incorporation through Business Combination (Note 32)		1,451			—			—
Less: Crude oil stock at end of the year (Note 19)		(6,881	)		(4,384	)		(2,664	)

Total crude oil stock fluctuation		(1,046	)		(1,720	)		2,058

6.3 Royalties and others


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Royalties		271,665		184,441		128,723
Export duties		73,684		59,509		48,090

Total royalties and others		345,349		243,950		176,813

Note 7. Selling expenses


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Transport		114,587		88,257		33,006
Sea freight		29,840		—		—
Taxes, rates and contributions		28,344		24,960		14,908
Fees and compensation for services		26,070		15,481		10,490
Tax on bank account transactions		19,187		11,636		10,388
Allowances for expected credit losses (Note 16)		44		—		—

Total selling expenses		218,072		140,334		68,792

Note 8. General and administrative expenses


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Share-based payments (Note 31)		55,989		34,923		23,133
Salaries and payroll taxes		42,570		37,587		23,300
Fees and compensation for services		21,440		13,377		11,764
Personal assets tax		10,018		8,016		1,072
Employee benefits		6,892		6,020		4,678
Taxes, rates and contributions		2,489		1,670		812
Institutional promotion and advertising		2,347		2,324		2,174
Other		5,964		5,037		3,550

Total general and administrative expenses		147,709		108,954		70,483

F-4

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 9. Other operating income and expenses

9.1 Other operating income


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Gain from Business Combination (1)		490,530		—		—
Gain from Exports Increase Program (2)		4,961		45,201		81,232
Other income		17,302		8,926		8,492
Gain related to the transfer of conventional assets (3)		—		—		89,659
Gain from farmout agreement (4)		—		—		24,429

Total other operating income		512,793		54,127		203,812

(1)	See Note 1.2.2 and 32.

(2)	For the years ended December 31, 2025, 2024, and 2023, including 5,378, 43,911 and 86,173 of gain, net of related costs, respectively (Note 2.5.2).

(3)	See Note 3.2.8.

(4)	The year ended December 31, 2023, including 26,650 receipts received by Trafigura, related to the farmout agreements I and II (Note 29.2.1), net of disposals of oil and gas properties and goodwill for 2,051 and 170.

9.2 Other operating expenses


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Restructuring expenses (1)		(29,875	)		—			(276	)
(Provision for) materials and spare parts obsolescence (2)		(1,571	)		(214	)		1,132
(Provision for) contingencies (2)		(735	)		(688	)		(69	)
(Provision for) environmental remediation (2)		(201	)		(359	)		(485	)

Total other operating expenses		(32,382	)		(1,261	)		302

(1)	The Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure.

(2)	These transactions did not generate cash flows.

Note 10. Financial income (expense), net

10.1 Interest income


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Financial interest		10,594		4,535		1,235

Total interest income		10,594		4,535		1,235

10.2 Interest expense


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Borrowings interest (Note 17.2)		(163,356	)		(62,499	)		(21,879	)

Total interest expense		(163,356	)		(62,499	)		(21,879	)

F-4

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

10.3 Other financial income (expense)


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Amortized cost (Note 17.2)		(7,880	)		(1,649	)		(1,810	)
Net changes in foreign exchange rate		(144	)		(453	)		18,458
Discount of assets and liabilities at present value		(23,652	)		933			2,137
Changes in the fair value of financial assets		18,471			14,120			19,437
Interest expense on lease liabilities (Note 14)		(3,320	)		(3,093	)		(2,894	)
Discount for well plugging and abandonment (Note 22.1)		(2,434	)		(1,312	)		(2,387	)
Other taxes interest (1)		(55,101	)		—			—
Remeasurement in borrowings (2)		—			—			(72,044	)
Other (3)		(14,123	)		14,855			(26,381	)

Total other financial income (expense)		(88,183	)		23,401			(65,484	)

(1)	For the year ended December 31, 2025, including 22,045 of payments.

(2)	Related to borrowings in UVA adjusted by CER.

(3)	For the years ended December 31, 2025, and 2024, including (losses) and income for 6,175, respectively. Likewise, for the year ended December 31, 2023, including 819 from loss related to the ON swapping. These transactions did not generate cash flows.

Note 11. Earnings per share

11.1 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.


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Profit for the year, net		719,063		477,521		396,955
Weighted average number of ordinary shares		102,499,637		95,906,449		93,679,904

Basic earnings per share		7.015		4.979		4.237

11.2 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, 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, no dilution effect is booked, as diluted earnings per share is equal to basic earnings per share.


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Profit for the year, net		719,063		477,521		396,955
Weighted average number of ordinary shares (1)		107,212,399		103,077,629		99,232,919

Diluted earnings per share		6.707		4.633		4.000

(1)	As of December 31, 2025, the Company has 104,299,705 outstanding shares that cannot exceed 106,078,535 shares. Likewise, in accordance with IFRS accounting standard the average number of ordinary shares with a potential dilutive effect amounts to 107,212,399.

F-4

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 15. Deferred income tax assets and liabilities, and income tax expense

Deferred income tax liabilities, net break down as follows:


	As of January 1, 2025			Profit (loss)			Incorporation through Business Combination (1)			Other comprehensive income (loss)			As of December 31, 2025
Tax losses and other unused tax credits (2)		222			(222	)		—			—			—
Employee benefit		37,525			(23,444	)		—			(13	)		14,068
Trade and other payables		—			40,927			(32,527	)		—			8,400

Items generating deferred income tax assets		37,747			17,261			(32,527	)		(13	)		22,468

Property, plant and equipment		(46,549	)		(103,902	)		(119,193	)		—			(269,644	)
Tax inflation adjustment		(35,664	)		44,164			(8,500	)		—			—
Trade and other receivables		(10,782	)		7,542			—			—			(3,240	)
Right-of-use assets, net		(4,979	)		1,696			—			—			(3,283	)
Borrowings		(3,050	)		(3,592	)		—			—			(6,642	)
Provisions		2,662			(4,042	)		1,183			—			(197	)
Other		(218	)		(3,078	)		1,684			—			(1,612	)

Items generating deferred income tax liabilities		(98,580	)		(61,212	)		(124,826	)		—			(284,618	)

Deferred income tax, net		(60,833	)		(43,951	)		(157,353	)		(13	)		(262,150	)


	As of January 1, 2024			Profit (loss)			Incorporation through Business Combination (1)		Other comprehensive income (loss)		As of December 31, 2024
Tax losses and other unused tax credits (2)		7,932			(7,710	)		—		—		222
Provisions		4,270			(1,608	)		—		—		2,662
Employee benefit		1,255			32,700			—		3,570		37,525

Items generating deferred income tax assets		13,457			23,382			—		3,570		40,409

Property, plant and equipment		(278,724	)		232,175			—		—		(46,549	)
Tax inflation adjustment		(102,239	)		66,575			—		—		(35,664	)
Trade and other receivables		(11,700	)		918			—		—		(10,782	)
Right-of-use assets, net		3,305			(8,284	)		—		—		(4,979	)
Borrowings		(968	)		(2,082	)		—		—		(3,050	)
Other		(516	)		298			—		—		(218	)

Items generating deferred income tax liabilities		(390,842	)		289,600			—		—		(101,242	)

Deferred income tax, net		(377,385	)		312,982			—		3,570		(60,833	)

(1)	See Notes 1.2.2 and 32.

(2)	As of December 31, 2024, the Company has recognized Net Operating Loss (“NOL”) based on the analysis of expected future taxable income in the following years, generated in Argentina.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Deferred income tax assets and liabilities are offset in the following cases: (i) when there is a legally enforceable right to offset tax assets and liabilities; and (ii) when deferred income tax charges are related to the same tax authority. The following amounts, are disclosed in the consolidated statement of financial position:


	As of December 31, 2025			As of December 31, 2024
Deferred income tax assets		36,514			3,565
Deferred income tax liabilities		(298,664	)		(64,398	)

Deferred income tax liabilities, net		(262,150	)		(60,833	)

Income tax breaks down as follows:


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Income tax
Current income tax		(241,657	)		(426,288	)		(16,393	)
Deferred income tax		(43,951	)		312,982			(132,011	)

Income tax (expense) charged in the statement of profit or loss		(285,608	)		(113,306	)		(148,404	)

Deferred income tax charged to other comprehensive income		(13	)		3,570			(2,298	)

Total income tax (expense)		(285,621	)		(109,736	)		(150,702	)

For the years ended December 31, 2025, 2024 and 2023, the Company’s effective rate was 28%, 19% and 27%, 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 9.1).

Below is the reconciliation between income tax expense and the amount resulting from the application of the tax rate to profit income tax:


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Profit before income tax		1,004,671			590,827			545,359
Mexican statutory income tax rate		30	%		30	%		30	%

Income tax at the Mexican statutory tax rate pursuant to effective tax regulations		(301,401	)		(177,248	)		(163,608	)

Items that adjust income tax (expense) / benefit:
Nondeductible expenses		(13,749	)		(12,797	)		(13,328	)
Inflation adjustment (1)		(206,404	)		(236,920	)		(146,077	)
Effect on the measurement of monetary and nonmonetary items at functional currency		196,301			372,379			196,841
Unrecognized tax losses and other assets		(39,432	)		(20,047	)		(7,156	)
Effect related to tax losses		—			12,197			—
Application of tax credits		(15,736	)		(14,818	)		16,077
Effect on the gain from Business Combination (2)		171,686			—			—
Effect related to the difference in tax rate other than Mexican statutory rate		(58,133	)		(32,902	)		(34,317	)
Income (loss) from investments in associates		(1,893	)		—			—
Other		(16,847	)		(3,150	)		3,164

Total income tax (expense)		(285,608	)		(113,306	)		(148,404	)

(1)	See Note 30.2.

(2)	See Note 1.2.2 and 32.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

As of December 31, 2025, 2024 and 2023, VISTA and some subsidiaries in Mexico carry accumulated tax losses not recognized for which no deferred tax asset has been recognized. According to Mexican legislation, these accumulated tax losses not recognized shall be adjusted annually by the applicable index. Below are the updated accumulated tax losses not recognized and their due dates:


	As of December 31, 2025		As of December 31, 2024		As of December 31, 2023
2027		6,284		5,372		6,185
2028		73,806		63,097		72,643
2029		21,678		18,533		32,126
As from 2030		213,995		116,421		83,735

Total accumulated tax losses not recognized		315,763		203,423		194,689

Income tax liabilities break down as follows:


	As of December 31, 2025		As of December 31, 2024
Noncurrent
Income tax		13,964		—

Total noncurrent		13,964		—

Current
Income tax, net of withholdings and prepayments		120,910		382,041

Total current		120,910		382,041

Note 16. 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 28.1.1)		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


	As of December 31, 2025		As of December 31, 2024
Current
Trade:
Oil, gas and GLP 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 28.1.1)		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

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)


	As of December 31, 2025		As of December 31, 2024
Turnover tax		3,047		2,867

		146,825		160,396

Financial assets:
Accounts receivable from third parties (2)		9,404		29,040
Gas IV Plan (Note 2.5.3)		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 27)		—		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)	See Note 3.2.8.

(2)	As of December 31, 2024 includes 13,200 with Tango, related to the extension of the concessions (Note 28.1.2).

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.

The changes in the provision for expected credit losses of trade and other receivables are as follows:


	As of December 31, 2025			As of December 31, 2024			As of December 31, 2023
Amounts at beginning of year		(41	)		(52	)		(231	)
Allowances for expected credit losses (Note 7)		(44	)		—			—
Foreign exchange differences		15			11			179

Amounts at end of year		(70	)		(41	)		(52	)

As of the date of these consolidated financial statements, maximum exposure to credit risk is related to the carrying amount of each class of accounts receivable.

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The carrying amounts of Vista Argentina’s and Vista Lach’s borrowings as of December 31, 2025 and 2024 are as follows:

Loans:


Company	Execution date	Currency			Principal		Interest		Annual rate			Maturity date		As of December 31, 2025			As of December 31, 2024
Santander International	January, 2021		USD			11,700		Fixed		1.80	%		January, 2026		68	(1)		68	(1)
Santander International	July, 2021		USD			43,500		Fixed		2.05	%		July, 2026		77	(1)		79	(1)
Santander International	January, 2022		USD			13,500		Fixed		2.45	%		January, 2027		28	(1)		28	(1)
ConocoPhillips Company	January, 2022		USD			25,000		Variable		SOFR + 2.01	(2) %		September, 2026		25,734			25,843
Citibank N.A.	April, 2024		USD-linked	(3)		20,000		Fixed		5.00	%		April, 2026		20,108	(4)		20,009
Banco Patagonia S.A.	July, 2024		USD			548		Fixed		11.00	%		January, 2025		—			144
Citibank N.A.	January, 2025		USD-linked	(3)		25,000		Fixed		5.00	%		April, 2026		25,160	(4)		—
Citibank N.A.	May, 2025		USD-linked	(3)		40,000		Fixed		5.00	%		May, 2027		40,143	(4)		—
Citibank N.A.	June, 2025		USD-linked	(3)		10,000		Fixed		5.00	%		May, 2027		10,037	(4)		—
Banco de Galicia y Buenos Aires S.A.U.	July, 2025		USD			100,000		Fixed		8.80	%		July, 2030		100,927	(4)		—
Industrial and Commercial Bank of China S.A.U.	July, 2025		USD			50,000		Variable		SOFR + 4.00	(2) %		July, 2030		50,255	(4)		—
Itaú Unibanco S.A., Nassau Branch	July, 2025		USD			250,000		Variable		SOFR + 4.50	(2) %		July, 2030		246,931	(4)		—
Industrial and Commercial Bank of China S.A.U.	July, 2025		USD			100,000		Variable		SOFR + 4.00	(2) %		July, 2030		101,099	(4)		—
BBVA Argentina S.A.	December, 2025		USD			40,000		Fixed		3.50	%		April, 2026		40,008			—

										Vista Argentina’s loans					660,575			46,171

Banco de Galicia y Buenos Aires S.A.U.	March, 2025		USD			30,000		Fixed		7.60	%		March, 2026		31,836			—
Banco de Galicia y Buenos Aires S.A.U.	May, 2025		USD			30,000		Fixed		6.25	%		January, 2026		410			—
Banco de Galicia y Buenos Aires S.A.U.	June, 2025		USD			20,000		Fixed		8.00	%		January, 2026		20,912			—

										Vista Lach’s loans					53,158			—

										Total loans					713,733			46,171

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

ii)	Corporate bond (“ON” by 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 date	Currency	Principal		Interest		Annual rate			Maturity date	As of December 31, 2025			As of December 31, 2024
ON XII	August, 2021	USD-linked (3)		100,769		Fixed		5.85	%	August, 2031		87,233			97,467
ON XV	December, 2022	USD		13,500		Fixed		4.00	%	January, 2025		—			13,539
ON XVI	December, 2022	USD-linked (3)		104,236		Fixed		0.00	%	June, 2026		104,151			103,954
ON XVII	December, 2022	USD-linked (3)		39,118		Fixed		0.00	%	December, 2026		39,064			37,805	(5)
ON XVIII	March, 2023	USD-linked (3)		118,542		Fixed		0.00	%	March, 2027		118,319			115,657	(5)
ON XIX	March, 2023	USD-linked (3)		16,458		Fixed		1.00	%	March, 2028		16,432			16,414
ON XX	June, 2023	USD		13,500		Fixed		4.50	%	July, 2025		—			13,477
ON XXI	August, 2023	USD-linked (3)		70,000		Fixed		0.99	%	August, 2028		69,899			67,170	(5)
ON XXII	December, 2023	USD		14,669		Fixed		5.00	%	June, 2026		14,726			14,657
ON XXIII	March, 2024	USD		92,203		Fixed		6.50	%	March, 2027		73,463	(5)		73,291	(5)
ON XXIV	May, 2024	USD		46,562		Fixed		8.00	%	May, 2029		46,942			46,860
ON XXV	July, 2024	USD-linked (3)		53,195		Fixed		3.00	%	July, 2028		53,239			53,111
ON XXVI	October, 2024	USD		150,000		Fixed		7.65	%	October, 2031		151,747			151,573
ON XXVII	December, 2024	USD		600,000		Fixed		7.63	%	December, 2035		597,954	(4)		597,421	(4)
ON XXVIII	March, 2025	USD		92,414		Fixed		7.50	%	March, 2030		94,038			—
ON XXIX	June, 2025	USD		900,000		Fixed		8.50	%	June, 2033		899,341	(4)		—
ON XXX	October, 2025	USD		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

(1)	As of December 31, 2025 and 2024, it includes 24,350 of collateralized capital.

(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 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 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, 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.

See Note 34 for information on subsequent borrowings 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.

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

17.2 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
Incorporation through Business Combination (Note 32)		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 10.2)		163,356			62,499
Amortized cost (1) (Note 10.3)		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.

17.3 Warrants

In the Initial Public Offering (“IPO”), the Company placed 65,000,000 warrants to purchase a third of Series A ordinary shares at an exercise price of 11.50 USD/share, which they expired on April 4, 2023, or earlier if the closing price of a Series A share is equal to or higher than the price equal to USD 18.00, and the Company opts for the early termination of the exercise term.

Should the Company opt for the early termination, it will be entitled to declare that Series A warrants will be exercised “with no payment in cash.” Should the Company opt for the exercise with no payment in cash, the holders of Series A warrants that choose to exercise the option should deliver and receive a variable number of Series A shares resulting from the formula established in the deed of issue of warrants that captures the average of the equivalent in USD of the closing price of Series A shares during a

10-day

period.

Almost at the same time, the Company’s promoters purchased 29,680,000 warrants to purchase a third of Series A ordinary shares at an exercise price of 11.50 USD/share (the “warrants”) for 14,840 in a private placement made at the same time as the IPO closing in Mexico.

The warrants exercise period began on August 15, 2018.

On February 13, 2019, the Company completed the sale of 5,000,000 warrants for the purchase of a third of Series A ordinary shares in agreement with the forward purchase agreement and certain subscription commitment at an exercise price of 11.50 USD/share (the “warrants”).

On October 4, 2022, through the meeting of holders of the Warrants issued by the Company (identified with the ticker symbol “VTW408A-EC001” - the “Warrants”), approved a cashless exercise mechanism that entitles the holders to obtain 1 Series A share representative of the capital stock of the Company for each 31 Warrants owned.

In this way, for the year ended December 31, 2023, all of the Warrants were exercised, resulting in the issuance of 1,176,811 Series A shares with no nominal value, for a total amount of 32,144. As of December 31, 2025, and 2024, the amount resulting from the aforementioned exchange is presented in the consolidated statement of financial position under the heading “Other equity instruments”.

As of the date of these consolidated financial statements, there are no optional stocks pending to be exercised or outstanding.

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

17.4 Financial instruments by category

The following chart includes the financial instruments broken down by category:


As of December 31, 2025	Financial assets / liabilities at amortized cost		Financial assets / liabilities at fair value		Total financial assets / liabilities
Assets
Plan assets (Note 23)		—		1,865		1,865
Trade and other receivables (Note 16)		130		—		130

Total noncurrent financial assets		130		1,865		1,995

Cash, bank balances and other short-term investments (Note 20)		90,414		109,433		199,847
Trade and other receivables (Note 16)		200,856		—		200,856

Total current financial assets		291,270		109,433		400,703

Liabilities
Borrowings (Note 17.1)		2,803,982		—		2,803,982
Trade and other payables (Note 26)		292,236		—		292,236
Lease liabilities (Note 14)		88,451		—		88,451

Total noncurrent financial liabilities		3,184,669		—		3,184,669

Borrowings (Note 17.1)		350,095		—		350,095
Trade and other payables (Note 26)		419,130		—		419,130
Lease liabilities (Note 14)		55,452		—		55,452

Total current financial liabilities		824,677		—		824,677


As of December 31, 2024	Financial assets / liabilities at amortized cost		Financial assets / liabilities at fair value		Total financial assets / liabilities
Assets
Trade and other receivables (Note 16)		1,654		—		1,654

Total noncurrent financial assets		1,654		—		1,654

Cash, bank balances and other short-term investments (Note 20)		119,841		124,065		243,906
Trade and other receivables (Note 16)		121,099		—		121,099

Total current financial assets		240,940		124,065		365,005

Liabilities
Borrowings (Note 17.1)		1,402,343		—		1,402,343
Lease liabilities (Note 14)		37,638		—		37,638

Total noncurrent financial liabilities		1,439,981		—		1,439,981

Borrowings (Note 17.1)		46,224		—		46,224
Trade and other payables (Note 26)		487,186		—		487,186
Lease liabilities (Note 14)		58,022		—		58,022

Total current financial liabilities		591,432		—		591,432

F-5

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Below are income, expenses, profit, or loss from each financial instrument broken down by category:


For the year ended December 31, 2025	Financial assets / liabilities at amortized cost			Financial assets / liabilities at fair value		Total financial assets / liabilities
Interest income (Note 10.1)		10,594			—		10,594
Interest expense (Note 10.2)		(163,356	)		—		(163,356	)
Amortized cost (Note 10.3)		(7,880	)		—		(7,880	)
Net changes in foreign exchange rate (Note 10.3)		(144	)		—		(144	)
Discount of assets and liabilities at present value (Note 10.3)		(23,652	)		—		(23,652	)
Changes in the fair value of financial assets (Note 10.3)		—			18,471		18,471
Interest expense on lease liabilities (Note 10.3)		(3,320	)		—		(3,320	)
Discount for well plugging and abandonment (Note 10.3)		(2,434	)		—		(2,434	)
Other taxes interests (Note 10.3)		(55,101	)		—		(55,101	)
Other (Note 10.3)		(14,123	)		—		(14,123	)

Total		(259,416	)		18,471		(240,945	)


For the year ended December 31, 2024	Financial assets / liabilities at amortized cost			Financial assets / liabilities at fair value		Total financial assets / liabilities
Interest income (Note 10.1)		4,535			—		4,535
Interest expense (Note 10.2)		(62,499	)		—		(62,499	)
Amortized cost (Note 10.3)		(1,649	)		—		(1,649	)
Net changes in foreign exchange rate (Note 10.3)		(453	)		—		(453	)
Discount of assets and liabilities at present value (Note 10.3)		933			—		933
Changes in the fair value of financial assets (Note 10.3)		—			14,120		14,120
Interest expense on lease liabilities (Note 10.3)		(3,093	)		—		(3,093	)
Discount for well plugging and abandonment (Note 10.3)		(1,312	)		—		(1,312	)
Other (Note 10.3)		14,855			—		14,855

Total		(48,683	)		14,120		(34,563	)


For the year ended December 31, 2023	Financial assets / liabilities at amortized cost			Financial assets / liabilities at fair value		Total financial assets / liabilities
Interest income (Note 10.1)		1,235			—		1,235
Interest expense (Note 10.2)		(21,879	)		—		(21,879	)
Amortized cost (Note 10.3)		(1,810	)		—		(1,810	)
Net changes in foreign exchange rate (Note 10.3)		18,458			—		18,458
Discount of assets and liabilities at present value (Note 10.3)		2,137			—		2,137
Changes in the fair value of financial assets (Note 10.3)		—			19,437		19,437
Interest expense on lease liabilities (Note 10.3)		(2,894	)		—		(2,894	)
Discount for well plugging and abandonment (Note 10.3)		(2,387	)		—		(2,387	)
Remeasurement in borrowings (Note 10.3)		(72,044	)		—		(72,044	)
Other (Note 10.3)		(26,381	)		—		(26,381	)

Total		(105,565	)		19,437		(86,128	)

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

17.5 Fair value

This note includes information on the Company’s method for assessing the fair value of its financial assets and liabilities.

17.5.1 Fair value of the Company’s financial assets and liabilities measured at fair value on a recurring 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 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.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

17.5.2 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 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


As of December 31, 2024	Carrying amount		Fair value		Level
Liabilities
Borrowings		1,448,567		1,391,352		2

Total liabilities		1,448,567		1,391,352

17.6 Risk management objectives and policies concerning financial instruments

17.6.1 Financial risk factors

The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, price risk and interest rate 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 period or as of every year.

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. This section includes a description of the main risks and uncertainties, which may adversely affect the Company’s strategy, performance, operational results and financial position.

17.6.1.1 Market risk

(i)

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 year is recognized in the consolidated statement of profit or loss “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)

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Inflation in Argentina

As of December 31, 2025, and 2024, the

3-year

cumulative inflation rate stood at about 792% and 1,219%, respectively.

For the years ended December 31, 2025 and 2024, the inflation rate was 31.5% and 117.8%, respectively.

(i)

Price risk

The Company’s investments in financial assets classified “at fair value through profit or loss” are sensitive to the risk of changes in market prices derived from uncertainties on the future value of these financial assets.

The Company estimates that provided that the remainder variables remain constant, a revaluation (devaluation) of market price will give rise to the following increase (decrease) in profit (loss) for the year before taxes:


	As of December 31, 2025		As of December 31, 2024
Changes in Argentine government bonds		+/- 10%		+/- 10%
Effect on profit before income tax		666 / (666)		869 / (869)
Changes in mutual funds		+/- 10%		+/- 10%
Effect on profit before income tax		10,277/ (10,277)		11,537/ (11,537)

(iii)

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.

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.

17.6.1.2 Credit risk

The Company establishes credit limits according to Management definitions based on internal or external ratings. It performs ongoing credit assessments on the customers’ financial capacity, which minimizes the potential risk of doubtful accounts. The customer’s credit risk is managed according to the Company’s procedures and controls. Pending accounts receivable are monitored on a regular basis.

F-6

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)


As of December 31, 2024	To fall due		Less than 90 days		More than 90 days			Total
Gross amount at default of oil, gas and GLP accounts receivable		74,391		2,960		41			77,392
Expected credit losses		—		—		(41	)		(41	)

Net amount at default of oil, gas and GLP accounts receivable									77,351

The credit risk of mutual funds and other financial investments is limited since the counterparties are banks with high credit ratings. If there are no independent risk ratings, the risk control area assesses the customer’s solvency based on prior experiences and other factors.

17.6.1.3 Liquidity risk

Liquidity risk is related to the Company’s capacity to finance its commitments and carry out its business plans with stable financial sources, indebtedness level and the maturity profile of the financial payable. The Company’s Finance department makes cash flow projections.

The Company supervises the updated projections on liquidity requirements to ensure the sufficiency of cash and liquid financial instruments to meet operating needs. These projections consider the plans to finance if applicable, external regulatory or legal requirements, such as, for example, restrictions in the use of foreign currency.

Excess cash flow and the amounts above the working capital requirement are managed by the Finance department that mainly invests the surplus in mutual funds and money market funds by choosing instruments with timely due dates and currencies and proper credit quality and liquidity to provide sufficient margin according to the aforementioned projections.

The Company diversifies its sources of funding between banks and capital markets and is exposed to refinancing risk upon expiry.

Below is the assessment of the Company’s liquidity risk as of December 31, 2025, and 2024:


	As of December 31, 2025		As of December 31, 2024
Current assets		895,540		1,052,271
Current liabilities		1,036,223		1,057,754

Liquidity index		0.864		0.994

The following table includes an analysis of the Company’s financial liabilities grouped according to their maturity dates and considering the remainder period until contractual expiry date as from the date of the financial statements.

The amounts included in the table are no discounted contractual cash flows.

F-6

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)


As of December 31, 2025	Financial liabilities except borrowings		Borrowings		Total
To fall due:
Less than 1 year		474,582		350,095		824,677
From 1 to 2 years		117,025		454,046		571,071
From 2 to 5 years		30,740		683,057		713,797
Over 5 years		232,922		1,666,879		1,899,801

Total		855,269		3,154,077		4,009,346


As of December 31, 2024	Financial liabilities except borrowings		Borrowings		Total
To fall due:
Less than 1 year		545,208		46,224		591,432
From 1 to 2 years		14,453		210,356		224,809
From 2 to 5 years		17,310		404,395		421,705
Over 5 years		5,875		787,592		793,467

Total		582,846		1,448,567		2,031,413

Note 18. Investments in associates

As of December 31, 2025, and 2024, the Company holds the following interests in associates:


Company	Equity interest									Income (loss) from investments in associates				Investments in associates
Company	As of December 31, 2025			As of December 31, 2024			Year ended December 31, 2025			Year ended December 31, 2024		Year ended December 31, 2023		As of December 31, 2025		As of December 31, 2024		Main activity
VMOS S.A.		10.2	%		14.1	%		(5,214	)		—		—		30,702		12	Midstream
Other		—			—			—			—		—		23,840		11,894	—

Total investments in associates								(5,214	)		—		—		54,542		11,906

For the years ended December 31, 2025, 2024 and 2023, the Company made payments r

ated to investment in associates for 56,706, 3,287 and 2,176, respectively.

VMOS S.A.

On December 13, 2024, the Company, through its subsidiary Vista Argentina, signed an agreement with YPF, Pampa Energía S.A. and Pan American Sur S.A. (hereinafter, the “initial shareholders”) to acquire a minority interest in VMOS S.A. was created to develop the Vaca Muerta Sur project, the purpose of which is to build a crude oil export pipeline, a loading and unloading port terminal with interconnected single buoy moorings, a tank yard and the ancillary facilities related to such assets (the “Project”).

The main pipeline will have a total length of 437 kilometers, connecting the Allen pumping station to Punta Colorada, with a transport capacity of 550,000 barrels of crude oil per day (“bbl/d”), expandable up to 700,000 bbl/d. The project is currently under construction, with activity advancing across different work fronts, and commercial operations are expected to begin in the first quarter of 2027.

This Project will require an estimated investment of 3 billion, to be funded through shareholder contributions and third-party financing.

F-6

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 21. Capital stock and capital risk management

21.1 Capital stock

The following chart shows a reconciliation of the movements in the Company’s capital stock for the years ended December 31, 2025, 2024 and 2023:


	Series A			Series C		Total
Amounts as of December 31, 2022		517,873			—		517,873
Number of shares		88,406,478			2		88,406,480

Cashless exercises of warrants		—			—		—
Number of shares		1,176,811			—		1,176,811
Shares to be granted in LTIP		1			—		1
Number of shares		5,772,141			—		5,772,141

Amounts as of December 31, 2023		517,874			—		517,874
Number of shares		95,355,430			2		95,355,432

Reduction of capital stock		(19,965	)		—		(19,965	)
Number of shares		—			—		—
Share repurchase		(99,846	)		—		(99,846	)
Number of shares repurchased		(2,081,198	)		—		(2,081,198	)
Shares to be granted in LTIP		1			—		1
Number of shares		2,011,219			—		2,011,219

Amounts as of December 31, 2024		398,064			—		398,064
Number of shares		95,285,451			2		95,285,453

Issuance of shares		299,687			—		299,687
Number of shares		7,297,507			—		7,297,507
Reduction of capital stock		(156,587	)		—		(156,587	)
Number of shares		—			—		—
Share repurchase		(50,000	)		—		(50,000	)
Number of shares repurchased		(1,213,371	)		—		(1,213,371	)
Shares to be granted in LTIP		1			—		1
Number of shares		2,930,116			—		2,930,116

Amounts as of December 31, 2025		491,165			—		491,165
Number of shares		104,299,703			2		104,299,705

1)	Series A Shares

i) Warrants

On October 4, 2022, through the meeting of holders of the Warrants issued by the Company (identified with the ticker symbol “VTW408A-EC001” – the “Warrants”), a cashless exercise mechanism was implemented that entitles the holders, to obtain 1 Series A share representative of the capital stock of the Company for each 31 Warrants owned (Note 18.3).

On March 15, 2023, by virtue of an automatic exercise enabled by the CNBV, all outstanding warrants were exercised and consequently 1,176,811 Series A shares were issued for a total amount of 32,144. As of December 31, 2025 and 2024, the amount resulting from the exchange is shown in the consolidated statement of financial position under the heading “Other equity instruments”.

F-6

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

ii) Other Series A shares movements

On April 11, 2025, by virtue of the Transaction mentioned in Notes 1.2.2 and 32, the Board of Directors approved an increase in the variable portion of the capital stock by 299,687 and the issuance of 7,297,507 Series A shares.

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 Series A shares for a total amount of 50,000 and 99,846, respectively. This operation did not generate any tax effect in Mexico.

For the years ended December 31, 2025 and 2024, the Company issued 2,930,116 and 2,011,219 Series A shares related to the LTIP granted by the Company.

As of December 31, 2025 and 2024, the Company’s authorized capital includes 24,492,536 and 33,506,788 Series A shares, respectively held in Treasury.

Series C

The variable portion of capital stock is an unlimited amount according to the Company’s bylaws and laws applicable, whereas the fixed amount is divided into 2 Series C shares.

On March 17, 2023, Vista concluded a transaction that resulted in the acquisition of 2 Series C outstanding shares according to the share

buy-back

program authorized by the Company’s shareholders. These Series C shares are in the Company’s possession.

21.2 Legal reserve and share repurchase reserve

(i) Legal reserve:

Under Mexican Business Associations Law, the Company is required to allocate 5% of net profit for the year to increase the legal reserve until it is equal to 20% of capital based on the Company’s nonconsolidated financial statements.

As of December 31, 2025 and 2024, the total amount of legal reserve is 8,233, respectively.

(ii) 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 the share repurchase reserve 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.

21.3 Capital risk management

Upon managing its capital, the Company aims at protecting its capacity to continue operating as a going concern and generate profit for its shareholders and benefits for other stakeholders, as well as maintain an optimal capital structure.

The Company monitors its capital based on the leverage ratio. This ratio is calculated by dividing: (i) the net debt (borrowings and liabilities for leases less cash, banks and short-term investments) by (ii) total equity.

F-6

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The leverage ratio as of December 31, 2025, and 2024, is as follows:


	As of December 31, 2025			As of December 31, 2024
Total borrowings and lease liabilities		3,297,980			1,544,227
Less: Cash, bank balances and other short-term investments		(538,402	)		(764,307	)

Net debt		2,759,578			779,920
Total equity		2,511,594			1,621,213

Leverage ratio		109.87	%		48.11	%

changes were made in capital management policies or processes for the years ended December 31, 2025 and 2024.

Note 22. 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

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

22.1 Provision for well plugging and abandonment

According to applicable regulations in the countries where the Company (either directly or indirectly through its subsidiaries) conducts oil and gas exploration and production activities, it should carry costs related to well plugging and abandonment. As of December 31, 2025 and 2024, the Company has a trust to plug and abandon wells in Mexico; however, it did not grant any asset as security to settle these obligations in Argentina.

The provision for well plugging and abandonment represents the present value of dismantling costs related to oil and gas properties expected to be incurred through the end of each concession, when oil and gas producing wells to cease operations. These provisions were created based on the operator’s or the Company’s internal estimates, as appropriate.

Assumptions based on the current economic context were made, so the Company considers that it is a reasonable basis to estimate future liabilities. These estimates are reviewed periodically to consider substantial changes in assumptions. However, the actual costs of well plugging and abandonment will ultimately depend on future market prices for the plugging and abandonment works needed. Moreover, wells will probably be plugged and abandoned when plots of land cease to produce at economically feasible rates. They will also depend on crude oil and natural gas future prices, which are uncertain by nature.

The discount rate used in calculating the provision as of December 31, 2025, ranges between 3.19% and 6.68% whereas it ranges between 5.15% and 5.57% as of December 31, 2024.

The Company conducted a sensibility analysis related to the discount rate. The increase or decrease of such rate by 10% would have 10% impact on well plugging and abandonment.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Below are the changes in the provision for well plugging and abandonment for the year:


	As of December 31, 2025			As of December 31, 2024
Amounts at beginning of year		32,438			15,287
Discount for well plugging and abandonment (Note 10.3)		2,434			1,312
Increase in the change in capitalized estimates (Note 12)		5,397			23,325
Incorporation through business combination (Note 1.2.2 and 32)		12,013			—
Increase (decrease) in the change in estimates of conventional assets (1)		2,340			(7,486	)
Settlements		(165	)		—

Amounts at end of year		54,457			32,438

(1)	See Note 3.2.8.

22.2 Provision for environmental remediation

The Company performs environmental impact assessments for new projects and investments, and the environmental requirements and restrictions imposed on these new projects had no major adverse effects on the Company’s businesses to date.

The Company conducted a sensibility analysis related to the discount rate. The increase or decrease of such rate by 10% would have no significant impact on the environmental remediation obligation.

Below are the changes in the provision for environmental remediation for the year:


	As of December 31, 2025			As of December 31, 2024
Amounts at beginning of year		4,516			1,084
Increases (Note 9.2)		201			359
(Decrease) increase in the change in estimates of conventional assets (1)		(611	)		3,442
Foreign exchange differences		(1,494	)		(369	)

Amounts at end of year		2,612			4,516

(1)	See Note 3.2.8.

22.3 Provision for contingencies

The Company (directly or indirectly through its subsidiaries) is part of commercial, tax and labor litigations and claims arising from the ordinary course of business. Upon estimating the amounts and likelihood of occurrence, the Company considered its best estimate with the assistance of legal advisors.

The assessment of the estimates may change in the future due to new developments or unknown events upon assessing the provision. Consequently, the adverse resolution of the proceedings and claims assessed could exceed the provision set.

The Company’s total claims, and legal actions amount to 5,244 and 14, from which it has estimated a probable total loss as of December 31, 2025 and 2024, respectively.

The Company, considering its legal counsel’s opinion, estimates that the provision amount is sufficient to cover potential contingencies. It has booked a provision or disclosed all claims or other issues in these consolidated financial statements, either individually or in the aggregate.

Below are the changes in the provision for contingencies for the year:


	As of December 31, 2025			As of December 31, 2024
Amounts at beginning of year		14			101
Incorporation through business combination (Note 1.2.2 and 32)		12,051			—
Increases (Note 9.2)		735			688
Amounts incurred for payments/settlements (1)		(3,512	)		(751	)
Foreign exchange differences		(4,044	)		(24	)

Amounts at end of year		5,244			14

(1)	For the years ended December 31, 2025 and 2024, includes 1,600 and 751 of payments, respectively.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 23. Employee benefits

The employee benefit plans originally applies to Company employees that meet certain conditions, such as, for example, having participated uninterruptedly in the defined benefit plan, and that, having joined the Company before May 31, 1995, they have the required number of years in service and are therefore eligible to a certain amount according to plan provisions.

It is based on the last computable salary and the number of years worked after deducting the benefits from the Argentine pension system managed by the Federal Social Security Administration (“ANSES” by Spanish acronym).

Upon retirement, these employees are entitled to a monthly payment at constant value that is updated every

year-end

by the Consumer Price Index (“IPC” by Spanish acronym) published by the Argentine Institute of Statistics and Census (“INDEC by Spanish acronym). If the variation exceeds 10% during a certain year, the payment will be adjusted temporarily once the percentage is exceeded.

The plan is backed by assets deposited exclusively by the Company and with no employee contributions to the trust fund. Fund assets may be invested by the Company in monetary market instruments denominated in USD or certificates of deposit to preserve accumulated capital and obtain returns in line with a moderate risk profile. Funds are mainly invested in United States of America bonds, Treasury bonds and trade notes with quality ratings.

The Bank of New York Mellon is the trustee, and Willis Towers Watson is the business agent. Should there be an excess (duly certified by an independent actuary) of funds to be used to settle the benefits granted under the plan, the Company will be entitled to use it, in which case the trustee should be notified.

The following charts summarize the components of net expenses, and the obligation recognized in the consolidated financial statements:


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Cost of interest		(784	)		(476	)		(639	)
Cost of services		(4	)		(13	)		(25	)
Settlement		—			—			364

Total		(788	)		(489	)		(300	)


	As of December 31, 2025
	Present value of the obligation			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	)


	As of December 31, 2024
	Present value of the obligation			Plan assets			Net liabilities
Amounts at beginning of year		(11,295	)		5,592			(5,703	)
Items classified as loss or profit
Cost of interest		(712	)		236			(476	)
Cost of services		(13	)		—			(13	)
Items classified in other comprehensive income
Actuarial remeasurement		(10,331	)		131			(10,200	)
Payment of contributions		1,805			(1,381	)		424

Amounts at end of year		(20,546	)		4,578			(15,968	)

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The fair value of asset’s plan 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

Below are the estimated payments of benefits expected for the next 10 years. The amounts in the chart show non discounted cash flows; thus, they do not reconcile with the obligations booked as of

year-end:


	As of December 31, 2025		As of December 31, 2024
Less than 1 year		1,333		1,339
1 to 2 years		1,309		1,344
2 to 3 years		1,281		1,320
3 to 4 years		1,251		1,293
4 to 5 years		1,218		1,264
6 to 10 years		5,523		5,807

Below are the significant actuarial estimates used:


	As of December 31, 2025		As of December 31, 2024
Discount rate		5%		5%
Asset rate of return		5%		5%
Salary rise		1%		1%

The following sensitivity analysis shows the effect of a variation in the discount rate and salaries increase on the obligation amount.

(i) Should the discount rate be 1% higher (lower), the defined benefit obligation would decrease by 1,457 (increase by 1,688) as of December 31, 2025.

(ii) If the expected rate of salary growth increase (decrease) by 1%, the defined benefit obligation will not be affected as of December 31, 2025, since all plan participants have reached retirement age and, therefore, their salary base is not subject to change.

(iii) Should the discount rate be 1% higher (lower), the defined benefit obligation would decrease by 1,321 (increase by 1,539) as of December 31, 2024.

(iv) Should the expected salary growth increase (decrease) by 1%, the defined benefit obligation would go up by 7 (go down by 5) as of December 31, 2024.

This sensitivity analysis was determined based on reasonably possible changes in the related assumptions as of every reporting

year-end

based on a change in an assumption with the rest held constant. This is unlikely to occur in actual facts and the changes in some assumptions may be related. Therefore, the analysis may not be representative of the actual change in the defined benefit obligation.

Moreover, upon filing the previous sensitivity analysis, the present value of the defined benefit obligation was calculated using the projected unit credit method as of every reporting

year-end,

which is the same as the method applied to calculate the defined benefit obligation liability recognized in the statement of financial position.

F-7

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The methods and types of assumptions used in preparing the sensitivity analysis did not change with respect to the previous year.

Note 24. 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 25. 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 26. 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 trade and other payables		292,236		—

Current
Accounts payable:
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 acquisition of Vista Lach (Note 1.2.2 and 32).

(2)	As of December 31, 2025, includes 68,298 and 19,236 noncurrent and current payables to third parties, respectively, related to the Farmout Agreement mentioned in Note 1.2.1.

(3)	See Note 28.1.2.

Other than mentioned above, due to the short-term nature of current trade and other payables, their carrying amount is deemed to be approximately as its fair value. The carrying amount of noncurrent trade and other payable does not differ considerably from its fair value.

Note 27. Related parties transactions and balances

Note 2.3 provides information on the Company’s structure.

F-7

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(i)	Related parties transactions

Management personnel compensation

Below are the amounts recognized in the consolidated statements of profit or loss and other comprehensive income related to Company management personnel:


	Year ended December 31, 2025		Year ended December 31, 2024		Year ended December 31, 2023
Share-based payment		48,149		28,776		18,618
Short-term benefits		22,099		20,861		13,959

Total compensation to management personnel		70,248		49,637		32,577

(ii)	Related parties balances

Related to the agreement mentioned in Note 18, as of December 31, 2024, the Company has granted an advanced to the VMOS S.A. of 4,741, booked under “Trade and other receivables” within the line “Balances with related parties” (Note 16).

As of December 31, 2025 and 2024, other than mentioned above, the Company carries no other balances with related parties.

Note 28. Commitments and contingencies

28.1 Commitments

28.1.1 Commitments for transportation services

The Company, through its subsidiaries Vista Argentina and Vista Lach, entered into a series of agreements to expand its transport and storage capacity, which provide for investment commitments requiring upfront disbursements to be recovered through future tariff adjustments. As of December 31, 2025, and 2024, upfront payments made under such agreements amounted to 337,185 and 141,490, respectively, as broken down below:

(i)	Duplicar Plus Project – Oldelval (“Duplicar Project”)

Duplicar Project consists of the expansion of the existing route of the crude oil transmission system between Allen and Puerto Rosales, operated by Oleoductos del Valle S.A. (“Oldelval”), a crude oil transmission concessioner, with a capacity of 50,000 m

/day.

Under the Duplicar Project, Vista Argentina and Vista Lach have been awarded a transport capacity of 5,010 m

/day, and 2,756 m

/day, respectively, with committed upfront capital investment payments of 118,000 and 65,000, respectively, to be disbursed between 2023 and 2025.

As of the date of these consolidated financial statements, Duplicar Project has been completed, and Vista Argentina and Vista Lach have fulfilled all their capital commitments and are recovering their capital investment through the monthly tariff.

As of December 31, 2025 and 2024, the total amount related with this commitment is 206,358 and 121,813, respectively recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16).

(ii)	Oiltanking Project

Oiltanking Project consists of the expansion of the Puerto Rosales marine terminal and pumping station in which Oiltanking Ebytem S.A. (currently denominated Otamérica Ebytem S.A.) launched tenders for 300,000 m3 and 50,000 m3/day of storage and dispatching capacity, respectively.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Under the Oiltanking Project, Vista Argentina and Vista Lach have been awarded a storage and transport capacity of 35,666 m3 and 5,944 m3/day; and 19,620 m3 and 3,270 m3/day respectively, with committed upfront capital investment payments of 28,400 and 15,607, respectively, to be disbursed between 2023 and 2025. As of the date of these consolidated financial statements, the Company have fulfilled under the Oiltanking Project, and the aforementioned advances will be recovered through the monthly tariff as from 2026.

As of December 31, 2025 and 2024, the Company made disbursements related to this commitment for an amount of 53,266 and 19,677, respectively recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16).

(iii)

Agreement for “Vaca Muerta Norte” Field

This agreement relates to the hydrocarbon transport concession in the Vaca Muerta Norte (“VMON” by its Spanish acronym) field, located in the Province of Neuquén, extending from the LACh area to Puesto Hernández.

In 2023, the Company through its subsidiary Vista Argentina, entered into an agreement with YPF, Equinor

Argentina

B.V. Sucursal Argentina (“Equinor B.V.”) and Shell Argentina S.A. (“Shell”) whereby YPF, in its capacity as owner of VMON, assigns to the remainder parties an undivided interest of the rights and obligations over the mentioned Concession as described below: (i) 3.5% in favour of Equinor B.V.; (ii) 13.3% to Shell, and (iii) 8% to Vista Argentina. YPF led the construction of VMON, as well as its operation, maintenance and use.

As of the date of these consolidated financial statements, VMON is operating and Vista Argentina has met all its related investment commitments.

Also, Vista Lach was awarded a maximum transport capacity of 3,300 m

/d, with a committed upfront capital investment payment of 35,000, which has been fully met as of the date of issuance of these financial statements.

As of December 31, 2025, the project has been completed, and Vista Lach is recovering its capital investment through the monthly tariff.

As of December 31, 2025, the Company made disbursements related to this commitment for an amount of 32,260 recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16).

(iv)	Agreement for Vaca Muerta Oleoducto Centro (“VMOC” by its Spanish acronym)

The Company, through its subsidiaries Vista Argentina and Vista Lach, entered into agreements with YPF to render firm transport services in VMOC. To that end, they were awarded a crude oil transport capacity of 4,500 m

/d in Phase I (reaching 6,800 m

/d in Phase II), and 4,500 m

/day in Phase I, and decreasing volumes of 7,790, 5,250 and 3,180 m

/day for the periods 2027–2031, 2032–2036 and 2037–2040, respectively.

Vista Argentina and Vista Lach undertook to pay a portion of the total capital expenditure required to build the VMOC. As of December 31, 2025, Phase I of the project has been completed, and the Company is recovering its capital investment through the monthly tariff.

As of December 31, 2025, total amount related with this commitment for an amount of 45,301 recognized in “Trade and other receivables” under “Advance payments for transportation services” (Note 16).

(v)	Agreement for Vaca Muerta Oleoducto Sur (“VMOS” by its Spanish acronym)

As disclosed in Note 18, as of December 31, 2025, the Company has been awarded transport, storage and delivery capacity under the VMOS Agreement for 50,000 bbl/d and holds a 10.20% interest recognized under the equity method under “Investment in associates” (Note 18).

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

28.1.2 Commitments for the extension of

(non-operated)

conventional exploitation concessions and the associated transportation concessions

Under the terms of the agreement signed with Tango for the transfer of conventional assets (Note 3.2.8), the Company retains the ownership of the Concessions and will pay the province the aforementioned amounts. However, Tango, as the operator, will reimburse Vista for the payments made in relation to these items. The extensions of concessions carried out during 2024 and 2025, together with the corresponding investment commitments for each case, as detailed bellow:

(i) Entre Lomas and 25 de Mayo - Medanito S.E. and Jagüel de los Machos Rio Negro concessions.

On December 6, 2024, through Decree No. 491/2024, the Province of Río Negro approved in favor of Vista Argentina the extension of

(non-operated)

conventional exploitation concessions for 10 years in the areas Entre Lomas and 25 de Mayo - Medanito S.E. and Jagüel de los Machos Rio Negro. Under the extension of the Concessions, the Company, through its subsidiary Vista Argentina, undertook to pay the Province of Río Negro: (i) 22,000 for the extension, and (ii) a contribution of 4,400 to support institutional development and strengthening.

As of December 31, 2024, a total payment of 13,200 was made related to 50% of the commitments assumed. The amount owed is booked under “Trade and other payables” within the line “Payables to third parties” (Note 26). Also, the receivable from Tango for the same item is booked in “Trade and other receivables” within the line “Receivables from third parties” (Note 16).

As of December 31, 2025, the commitment was fully settled.

(ii) Entre Lomas Neuquén Concession

On September 11, 2025, Vista Argentina submitted a request to the Province of Neuquén for the extension of the Entre Lomas Neuquén concession term by up to 10 years, with the current concession term expiring on January 21, 2026.

On January 13, 2026, the Province granted a

60-day

extension from expiry date through Decree No. 110/2026 to agree upon the terms and conditions governing the

10-year

extension.

28.2 Contingencies

(i) Asociación de Superficiarios de la Patagonia (“ASSUPA” by its Spanish acronym)

On July 1, 2004, Vista Argentina was notified of a claim filed against it. In August 2003, ASSUPA filed a lawsuit against 18 companies operating exploitation concessions and exploration permits in the Neuquén basin.

ASSUPA claims remediation for the environmental damages supposedly caused by hydrocarbon exploitation activities, the creation of an environment restoration fund, and the implementation of measures to prevent future environmental damages. The plaintiff called the meeting of the Argentine government, the Argentine Federal Council for the Environment (“COFEMA” by Spanish acronym), the Provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza, and the National Ombudsman. The plaintiff requested, as a precautionary measure, that the accused parties refrain from conducting activities that harm the environment. Both the subpoena of the National Ombudsman and the preliminary request were rejected by the Argentine Supreme Court of Justice (“CSJN” by its Spanish acronym). Vista Argentina responded the claim by requesting its dismissal and opposing to the plaintiff’s request.

On December 30, 2014, the CSNJ issued two interlocutory orders. The order related to the Company supported the claim of the Provinces of Neuquén and La Pampa and declared that all environmental damages related to local and provincial situations were outside the scope of its original jurisdiction and that only “interjurisdictional situations” (such as the Río Colorado basin) would fall under its jurisdiction. The CSNJ also rejected the precautionary measures and other related proceedings. Vista Argentina, considering the legal counsel’s opinion, concluded that it is unlikely that a cash outflow be required to settle this obligation.

As of the date of issuance of these financial statements, before the case is opened for trial, the parties are answering the notices served regarding the prior exceptions and challenges against the evidence filed, which are pending resolution.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 29. Operations in hydrocarbon consortiums

29.1 General considerations

Hydrocarbon areas are operated by granting exploration permits or exploitation concessions by the federal or provincial government based on the free availability of hydrocarbons produced.

29.2 Oil and gas areas and interests in joint operations

As of December 31, 2025, 2024 and 2023, the Company, through its subsidiaries, is the owner and part of the joint operations and consortia for oil and gas exploration and production, as shown below:

29.2.1 Bajada del Palo Oeste and Bajada del Palo Este areas

On December 21, 2018, through Decree No. 2,357/18, the Province of Neuquén approved the division and conversion of the operating concession in Bajada del Palo; in two unconventional hydrocarbon operating concessions (“CENCH” by Spanish acronym)

so-called

Bajada del Palo Este and Bajada del Palo Oeste for 35 years, including the payment of 12% royalties for the new production of unconventional formations. This decree replaces the conventional operating concession initially granted and determines the term of the concessions until December 21, 2053.

Under the granting of such unconventional exploitation concessions, Vista Argentina paid the Province of Neuquén the following amounts: (i) an exploitation bonus for 1,168; (ii) an infrastructure bonus totaling approximately 2,796; and (iii) an amount of 3,935 in connection with Corporate Social Responsibility. Additionally, Vista Argentina paid 1,102 in stamp tax and committed to a significant development and exploration plan for the area’s reserves

Subsequently, the Company, through its subsidiary, entered into the following 2 agreements with Trafigura over the Bajada del Palo Oeste area, maintains the operation in Bajada del Palo Oeste and owns 100% in CENCH:

(i) Farmout agreement I:

signed on June 28, 2021, for the development of a total of 7 pads in Bajada del Palo Oeste area, which are in production as of the date of these consolidated financial statements. This agreement granted Trafigura contractual rights for 20% of hydrocarbon production from those pads, as well as the associated obligations 20% of investment costs, including, among others, royalties, direct taxes, and remainder operating and midstream costs.

As part of the farmout agreement, Trafigura agreed to pay to Vista Argentina 25,000, of which 5,000 down payment; and the remainder through four payments of 5,000 for each pad, made at the start of hydrocarbon production from each of the pads.

(ii) Farmout agreement II:

signed on October 11, 2022, for the development of a total of 3 pads in Bajada del Palo Oeste area, which are in production as of the date of these consolidated financial statements.

The aforementioned agreement granted Trafigura contractual rights for 25% of hydrocarbon production from those pads, as well as the associated obligations 25% of investment costs, including, among others, royalties, direct taxes, and remainder operating and midstream costs.

As part of the farmout agreement, Trafigura agreed to pay to Vista Argentina 20,400, in 3 payments of 6,800 for each pad, made at the start of hydrocarbon production from each of the pads.

Finally, on December 16, 2024, as mentioned in Note 1.2.1, the Company agreed to the assignment in its favor of Trafigura’s interest in farmout agreements I and II, effective as from January 1, 2025, from which date the Company obtained the rights to 100% of the production from the pads subject to those agreements.

29.2.2 Coirón Amargo Norte

The Joint operating agreement (“JOA”) Coirón Amargo was originally formed and was owned an area located in the province of Neuquén made up of an operating concession (“Coirón Amargo Norte”) and an evaluation lot (“Coirón Amargo Sur”) due in 2036 and 2017, respectively.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

On July 11, 2016, the partners of UT Coirón Amargo signed agreements to assign their interests whereby the area was divided in 3 (three) independent lots: Coirón Amargo Norte (“CAN”), Coirón Amargo Suroeste (“CASO”) which was assigned to Shell on April 1, 2021, and Coirón Amargo Sur Este (“CASE”). As a consequence, CAN was made up of Vista Argentina, Madalena Energy Argentina S.R.L. (“Madalena”) and Gas y Petróleo del Neuquén S.A. (“G&P”) with 55%, 35% and 10%, respectively. Vista Argentina is the operator as from the date and the concession expires in 2036.

According to the Operating Committee’ minutes of December 28, 2017, the carry agreement was signed; thus, the contributions made and to be made will be recognized as higher assets or expenses, as the case may be, in terms of the amounts actually disbursed by them, regardless of contractual equity interests.

As from that date and until June 2020, Vista Argentina recognized its 61.11% interest in this joint operation, which is made up of its 55% contractual equity interest plus the 6.11% incremental portion acquired from G&P.

On July 7, 2020, in agreement with Coirón Amargo Norte JOA, Vista Argentina, together with its partner G&P decided to remove Madalena from the agreement by subscribing addendum VIII to the venture agreement for the exploration and exploitation of CAN. Ministry of Energy and Natural Resources Resolution No. 71/20 approved addendum VIII to the venture agreement and Decree No. 1,292/2020 of November 6, 2020, ratified such approval retroactively. Consequently, the Company, through its subsidiary Vista Argentina, increased its interest in the aforementioned JOA from 55% to 84.62% for no consideration.

As from that date, and maintaining the abovementioned carry system, the Company recognizes all its interests in this joint operation in its consolidated financial statements.

29.2.3 Águila Mora

On August 22, 2018, APCO SAU signed an assignment agreement (the “Águila Mora swap agreement”) whereby: (i) Vista Argentina assigned to O&G Development Ltd S.A (actually “Shell”) a 35% nonoperated working interest in CASO’s oil & gas properties; and (ii) O&G assigned to Vista Argentina a 90% operated working interest in Águila Mora’s oil and gas properties, plus a contribution up to 10,000 to refurbish its existing water infrastructure to benefit Shell and Vista Argentina operations.

Águila Mora swap agreement obtained the approvals from the Province of Neuquén on November 22, 2018. Therefore, as from that date, the Company acquired a 90% working interest in Águila Mora’s oil and gas properties, becoming the operator.

Through Decree No. 2,597/19 granted by the Province of Neuquén whereby G&P was granted the unconventional operating concession of Águila Mora area for 35, expiring on November 29, 2054.

Vista Argentina maintains for such area a carry agreement for the interest in G&P and includes all its interests in this joint operation in the consolidated financial statements.

29.2.4. Acambuco

The Company, through its subsidiary Vista Argentina has a 1.5% working interest in operating concession Acambuco, located in the Northwest basin, Province of Salta. The operating concession operator is Pan American, with a 52% working interest. The remainder partners are YPF S.A., Shell, and Northwest Argentina Corporation with an equity of 22.5%, 22.5% and 1.5%, respectively.

The operating concession Acambuco includes two operating plots: (i) San Pedrito, which was declared to be marketable on February 14, 2001, and expires in 2036; and (i) Macueta, which was declared to be marketable on February 16, 2005, and expires in 2040.

29.2.5 La Amarga Chica

On December 10, 2014, YPF and PEPASA entered into the original joint venture agreement for the exploration, appraisal, exploitation and development of hydrocarbons in La Amarga Chica area, Province of Neuquén, each holding a 50% interest in the joint venture, operated by YPF.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The concession is effective for 25 years, expiring on December 18, 2049.

As mentioned in Note 1.2.2, on April 15, 2025, the Company acquired PEPASA (currently, “Vista Lach”). Consequently, through an amendment to the joint venture agreement entered into on June 30, 2025, the partners amended their corporate name to “YPF S.A. – Vista Energy LACH S.A. UT.”

29.2.6 Aguada Federal and Bandurria Norte

On September 16, 2021, the Company, through its subsidiary Vista Holding I, acquired 100% of the shares of AFBN; the owner of the 50%

non-operated

working interest in the Aguada Federal and Bandurria Norte concessions, granted by the Province of Neuquén and expiring in 2050. At that date, the concession were operated by Wintershall, which held the remaining 50% working interest.

On January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired the remaining 50% working interest in the Aguada Federal and Bandurria Norte concessions from Wintershall; and the Company became the operator of the 100% working interest.

Under the second transaction terms, the Company paid a total amount of 140,000, of which 90,000 was paid on the date of the transaction, and the remaining 50,000, in 8 equal quarterly instalments starting on April 2022. During the year ended December 31, 2023, Vista paid 25,000.

On September 14, 2022, the Province of Neuquén issued Presidential Decrees No. 1,851/22 and No. 1,852/22 approving the assignment of the aforementioned interests from Wintershall to Vista Argentina.

Effective January 1, 2025, AFBN was merged into Vista Argentina, as a result of which the Aguada Federal and Bandurria Norte concessions are held at 100% working interest by Vista Argentina.

For additional information, see Note 3

29.3 Summarized financial information on the operated and nonoperated join operations

Below is the summarized financial information on the operated and nonoperated joint operations involving the Company, which assets, liabilities, revenue and expenses are not fully consolidated in the Company’s financial statements.

The summarized financial information disclosed below represents the amounts under IFRS accounting standards of the related interest:


	As of December 31, 2025		As of December 31, 2024
Assets
Noncurrent assets		1,492,937		290,683
Current assets		9,599		402

Liabilities
Noncurrent liabilities		22,543		2,428
Current liabilities		95,141		6,483


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Operating costs		(55,985	)		(2,081	)		(1,687	)
Depreciation, depletion and amortization		(187,137	)		(62,751	)		(78,860	)
General and administrative expenses		(30	)		(227	)		(846	)
Other operating income (expenses)		2,462			—			—
Impairment of long-lived assets		—			—			(1,679	)
Financial results, net		(1,101	)		(118	)		1,561

Total		(241,791	)		(65,177	)		(81,511	)

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

29.4 Investment commitment

As of December 31, 2025, the Company has the following main commitments pending execution:

A-

Argentina

(i) In the area of Entre Lomas (Province of Río Negro) drill and complete 4 development wells for an estimate cost of 10,520; intervene 17 wells with workover, and abandon 12 wells for an estimated cost of 7,743; adjust existing and new facilities for an estimated cost of 3,117; and

(ii) In the areas of 25 de Mayo – Medanito S.E. and Jagüel de los Machos (Province of Río Negro) drill and complete 5 development wells for an estimated cost of 7,685; intervene 11 wells with workover and abandon 19 wells for an estimated cost of 6,567; and adjust new and existing facilities for an estimated cost of 1,432.

All of commitment mentioned above are subject to the conventional asset assignment agreement mentioned in Note 3.2.8, which establishes that investment commitments will be fully assumed by Tango, as the area operator and the extension of the concessions mentioned in Note 28.1.2.

B-

Mexico

The Company has no commitments as of the date of the consolidated financial statements.

Note 30. Tax regulations

A- General

30.1 International tax reform pillar two model rules (“the model”)

On May 23, 2023, the IASB issued amendments to IAS 12 to apply the pillar two model rules published by the Organization for Economic

Co-operation

and Development (“OECD”), which establish that this model applies to multinational enterprises with revenue in excess of Euros 750 million in their consolidated financial statements, they must pay a global minimum tax of 15%.

The main IASB amendments are:

(i) A mandatory temporary exception to the deferred taxes accounting from the jurisdictional implementation of pillar two income taxes and;

(ii) Disclosure requirements for affected entities to help users of the financial information better understand an entity’s exposure to pillar two income taxes arising from that legislation, particularly before its effective date.

Consequently, the Group assessed the Model’s potential income tax exposure based on the reports prepared by each country and the financial information reported by the subsidiaries and concluded that it has no relevant impact on the consolidated financial statements as of December 31, 2025 and 2024.

The Group keeps track of the Model’s legislative changes and the regulations of the different countries to assess the potential impact that they may have on the Company’s consolidated cash flows, financial position, and profit or loss.

B- Argentina

30.2 Income tax

General

As established by Law 27,630 issued in 2021, the applicable income tax rate for the Company, through its subsidiaries, is 35%.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

On December 4, 2023, the AFIP (Administración Federal de Ingresos Públicos, currently denominated Agencia de Recaudación y Control Aduanero “ARCA” by Spanish Acronym) issued General Resolution No. 5,453/2023, which establishes a

one-time

payment towards current income tax, for taxpayers who extract hydrocarbons, manufacture oil refinery products, and generate thermal power whose taxable income as of December 31, 2022, before computing prior-year net operating loss, is equal to or higher than ARS 600,000,000, and who have not assessed income tax for that same period, this

one-time

payment towards income tax amounts to 15% of such taxable income.

As of December 31, 2024 and 2023, the Company, through its subsidiary Vista Argentina, made payments towards income tax for 2,974 and 3,031, respectively.

Dividends

Law No. 27,541 on “Social Solidarity and Production Reactivation in the Context of a Public Emergency”, enacted through Decree No. 58/2019 suspended the increase in the established a rate by Law No. 27,430 set of 7% rates for the years beginning on or after January 1, 2021, currently in place.

Tax Inflation Adjustment

The Law No. 27,541, issued in the year 2019, amended this distribution and established that a sixth of the positive or negative adjustment for the first and second year beginning January 1, 2019, be charged to the year in which the adjustment is determined and the remainder 5 sixths, in equal parts, to the 5 subsequent tax periods, whereas for years beginning January 1, 2021, 100% of the adjustment may be impute in the year in which it is determined.

On December 1, 2022, was published in the Official Bulletin Law No. 27,701, set forth the option to defer the tax adjustment for inflation for the first 2 fiscal years beginning as from January 1, 2022. Thus, a third of such adjustment may be distributed to the fiscal year in which the adjustment is assessed and the remaining 2 thirds, in equal parts, to the two subsequent fiscal years.

For the year ended December 31, 2023, the Company, through its subsidiary Vista Argentina, applied the aforementioned option having met the necessary conditions, and recognized the final third in the year ended December 31, 2025.

For the years ended December 31, 2025, and 2024, the Company, through its subsidiary Vista Argentina, recognized 100% of the inflation adjustment in the year in which it was assessed.

30.3 Tax for an inclusive and solidary Argentina (“PAIS Tax”)

Law No. 27,541 issued in the year 2019, introduced a tax that is levied on the acquisition of foreign currency for 5 tax years at a 30% rate.

On July 24, 2023, through Decree No. 377/2023, the PEN set forth that PAIS tax shall also be applied to the acquisition of foreign currency for the payments of imports of goods and services, at a 7.5% rate for imports of goods and freight, and at a 25% for imports of services. This tax extension does not apply to imports of goods related to power generation.

On December 13, 2023, through Decree No. 29/2023, the PEN increased the rates under PAIS tax applicable to the acquisition of foreign currency for the payment of imports of goods and freight to 17.50%.

On September 2, 2024, through Presidential Decree No. 777/2024, the Executive reduced to 7.50% the PAIS tax rate applicable to the acquisition of foreign currency for the payment of imports of goods and freight.

On December 22, 2024, the PAIS tax is no longer in effect, as its validity ended, in accordance with Law No. 27,541.

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

C- Mexico

30.4 Income tax

Pursuant to section 9 of Income Tax Law, the applicable tax rate for this item in Mexico is 30%. This law and subsequent reforms establish as follows:

(i) It limited the deductibility of net interest for the year, equal to the amount resulting from multiplying the taxpayer’s adjusted taxable profit by 30%;

(ii) It amended the Mexican Tax Code (“CFF” by Spanish acronym) to add new circumstances by virtue of which partners, shareholders, directors, managers are considered joint and severally liable;

(iii) the requirement to disclose “reportable schemes” by tax advisors or taxpayers, these schemes are defined as those that generate a tax benefit; and among others

(iv) the considered an organized crime with the related criminal penalties.

Note 31. Share-based payments

Under the framework of the LTIP’s Company to attract and retain key employees, the Board of Directors was granted the authority to administer the plan, managing it through an administrative trust. The plan became effective on April 4, 2018, for which a certain number of Series A shares were reserved to be granted to eligible employees. The benefits included in the plan, which are considered

share-based

payments, are described below:

31.1 Stock Options

The stock option plan grants the participant the right to acquire a number of shares during a certain term. Once acquired, stock options may be exercised up to 5 or 10 years as from grant date. The plan establishes that the value of the shares to be granted will be determined using Black & Scholes model.

The following table shows the number of stock options granted, cancelled and the weighted average exercise price (“WAEP”) for the year:


	Year ended December 31, 2025				Year ended December 31, 2024					Year ended December 31, 2023
	Number of rights to buy		WAEP		Number of rights to buy			WAEP		Number of rights to buy			WAEP
At beginning of year		10,239,417		6.89		9,865,245			5.98		10,540,228			5.15
Granted during the year		3,357,263		52.40		394,201			29.71		513,379			17.83
Cancelled during the year (1)		—		—		(20,029	)		6.21		(1,188,362	)		3.68

At end of year		13,596,680		18.13		10,239,417			6.89		9,865,245			5.98

(1)	Related to stock options annulled or cancelled for the year, which has no relation with the options exercised.

The plan established that the value of the options to be granted will be determined using Black & Scholes Model.

The following table shows the inputs used for the plan for the year:


	As of December 31, 2025		As of December 31, 2024		As of December 31, 2023
Dividend yield (%)		0.0%		0.0%		0.0%
Expected volatility (%)		50.1%		32.1%		31.4%
Risk–free interest rate (%)		4.3%		4.1%		3.9%
Expected life of share options (years)		7		10		10
WAEP (USD)		52.40		29.71		17.83
Model used		Black & Scholes		Black & Scholes		Black & Scholes

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VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The remainder life of stock options is based on historical data and current expectations and is not necessarily an indication of the potential exercise patterns. Expected volatility shows the assumption that historical volatility in a period similar to the life of options is an indication of future trends, that may not be necessarily the actual result.

The weighted average fair value of options granted during the year ended December 31, 2025, 2024 and 2023 stood as 21.60, 15.11, and 8.99, respectively.

According to IFRS 2, stock option plans are classified as settled transactions at grant date.

For the years ended December 31, 2025, 2024 and 2023, compensation expense related with such plan are booked in the consolidated statements of profit or loss and other comprehensive income stood at 20,319, 5,316, and 4,553, respectively.

31.2 Restricted stock

The restricted stock that are given to the participants of the plan once the conditions established in the program are achieved.

The following table shows the number of restricted stock granted, cancelled and WAEP for the year:


	Year ended December 31, 2025					Year ended December 31, 2024					Year ended December 31, 2023
	Number of Series A shares			WAEP		Number of Series A shares			WAEP		Number of Series A shares			WAEP
At beginning of year		6,195,656			7.33		6,633,364			6.18		6,669,790			4.89
Granted during the year		186,585			49.58		267,033			32.17		519,025			17.83
Cancelled during the year (1)		(297,558	)		10.10		(704,741	)		5.96		(555,451	)		2.13

At end of year		6,084,683			8.49		6,195,656			7.33		6,633,364			6.18

(1)	Related to restricted stock annulled or cancelled for the year, which has no relation with the restricted stock vested.

According to IFRS 2, restricted stock plan are classified as settled transactions at grant date.

31.3 Performance restricted stock

The performance restricted stock that are given to the participants of the plan once the conditions established in the program are achieved, which are usually based on the performance of different Company’s performance variables.

The following table shows the number of performance restricted stock granted and WAEP for the year:


	Year ended December 31, 2025					Year ended December 31, 2024					Year ended December 31, 2023
	Number of Series A shares			WAEP		Number of Series A shares			WAEP		Number of Series A shares		WAEP
At beginning of year		5,525,010			11.57		5,123,346			10.03		3,705,757		7.05
Granted during the year		48,324			51.07		422,941			30.00		1,417,589		17.83
Cancelled during the year (1)		(1,520,887	)		7.05		(21,277	)		7.05		—		—

At end of year		4,052,447			13.74		5,525,010			11.57		5,123,346		10.03

(1)	Related to performance restricted stock annulled or cancelled for the year, which has no relation with the performance restricted stock vested.

According to IFRS 2, performance restricted stock are classified as settled transactions at grant date.

F-8

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 32. 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 (“oil and gas assets”)		2,055,517
Right-of-use 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 (1)		24,064
Lease liabilities		594
Borrowings		50,505
Deferred income tax liabilities (2)		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 12,013 and 12,051 of provision for well plugging and abandonment and contingencies, respectively (Notes 22.1 and 22.3).

(2)	Includes a net deferred income tax liability of 194,035 mainly related to the amount recognized in “Property, plant and equipment”.


	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	)

result of the difference between the consideration paid and the net assets identifiable, the Company recognized a gain of

490,530

, booked in “Gain from Business Combination” within “Other operating income” (Note 9.1). 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.

F-8

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The Company applied a discounted cash flow method to estimate the fair value of the oil and gas assets acquired. Significant inputs to the valuation of oil and gas assets include estimated oil and gas reserves certified by independent reserve engineering consultant, future oil prices and discount rates based a market-based weighted average cost of capital.

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 33. Supplementary information on oil and gas activities (unaudited)

The following information on crude oil and natural gas activities was prepared according to the method established in ASC 932 “Extractive Activities – Oil & gas”, amended by ASU 2010 - 03 “Oil and Gas Reserve Estimation and Disclosure,” published by the Financial Accounting Standard Board (“FASB”) in January 2010 to align current estimation and disclosure requirements with the requirements in the final rules and interpretations issued by the Security and Exchange Commission (“SEC”), published on December 31, 2008. This information includes the Company’s Crude oil and Natural gas production activities in Argentina and Mexico.

Costs incurred

The following table shows capitalized costs and expenses incurred in the years ended December 31, 2025, 2024 and 2023, based on the following considerations:

(i)	The acquisition of properties includes the costs incurred to acquire proved or unproved oil and gas properties.

(ii)	Exploration costs include the costs required to retain undeveloped properties, seismic acquisition costs, seismic data interpretation, geologic modelling, costs of drilling exploration wells and drilled well testing.

(iii)

Development costs include drilling costs and equipment for development wells, the construction of facilities for hydrocarbon extraction, transport, treatment and storage, and all the costs needed to maintain facilities for existing developed reserves.


	Year ended December 31, 2025						Year ended December 31, 2024						Year ended December 31, 2023
	Argentina			Mexico (1)			Argentina			Mexico			Argentina			Mexico
Acquisition of properties
Proved		(599,387	)		—			—			—			—			—
Unproved		—			—			—			—			—			—

Total acquisition of properties		(599,387	)		—			—			—			—			—

Exploration		—			—
Development (2)		(2,685,512	)		(86	)		(1,055,599	)		(2,472	)		(615,481	)		(17,283	)

Total costs incurred		(3,284,899	)		(86	)		(1,055,599	)		(2,472	)		(615,481	)		(17,283	)

(1)	See Note 3.2.2.

(2)	Including the re-estimation of well plugging and abandonment (Note 12).

F-8

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Capitalized cost

The following table shows capitalized costs during the years ended December 31, 2025, 2024, and 2023, for proved and unproved crude oil and natural gas reserves, and accumulated depreciation:


	Year ended December 31, 2025					Year ended December 31, 2024						Year ended December 31, 2023
	Argentina			Mexico (1)		Argentina			Mexico (1)			Argentina			Mexico
Proved properties
Machinery, facilities, software licenses and other		114,333			—		97,126			928			79,566			928
Oil & gas properties and wells (2)		6,731,181			—		3,697,835			42,436			2,521,781			36,146
Works in progress		596,810			—		189,261			1,946			121,808			1,207

Gross capitalized costs		7,442,324			—		3,984,222			45,310			2,723,155			38,281
Cumulative depreciation		(1,994,429	)		—		(1,268,049	)		(6,566	)		(842,024	)		(4,006	)

Total net capitalized costs		5,447,895			—		2,716,173			38,744			1,881,131			34,275

(1)	For the year ended December 31, 2025, including an impairment of long-lived assets of 38,252 in Mexico. Therefore, for the year ended December 31, 2024, including a reversal of impairment of long-lived assets of 4,207 in Mexico (Note 3.2.2).

(2)	Including the re-estimation of well plugging and abandonment (Note 12).

Results of operations

The following breakdown of results of operations summarizes income and expenses directly related to crude oil and natural gas production for the years ended December 31, 2025, 2024 and 2023. Income tax for these periods was calculated using statutory tax rates.


	Year ended December 31, 2025			Year ended December 31, 2024			Year ended December 31, 2023
Revenue from contracts with customers		2,474,197			1,647,768			1,168,774

Total revenue		2,474,197			1,647,768			1,168,774
Production costs excluding depreciation
Operating and other costs		(185,899	)		(114,806	)		(96,743	)
Royalties and others		(345,349	)		(243,950	)		(176,813	)
Other non-cash costs related to the transfer of conventional assets		(29,016	)		(33,570	)		(27,539	)

Total production costs		(560,264	)		(392,326	)		(301,095	)

Depreciation, depletion and amortization		(738,903	)		(437,699	)		(276,430	)
Discount for well plugging and abandonment liabilities		(2,434	)		(1,312	)		(2,387	)
Impairment of long-lived assets		(38,252	)		4,207			(24,585	)

Operating profit before income tax		1,134,344			820,638			564,277
Income tax		(340,303	)		(246,191	)		(169,283	)

Crude oil & Natural gas operating profit		794,041			574,447			394,994

Estimated crude oil and natural gas reserves

Proved reserves as of December 31, 2025 and 2024, are net reserves attributable to Vista certificated by DeGolyer and MacNaughton for the assets located in Argentina, and Mexico.

Proved crude oil and natural gas reserves are the quantities of crude oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. In some cases, substantial investments may be required in related wells and facilities to recover proved reserves.

F-8

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The Company considers that its remaining estimated volumes of crude oil and natural gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2025, and 2024, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, VISTA used the average natural gas prices for the year to determine natural gas reserves. In addition, for certain natural gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through “Gas Plan IV”. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume. The independent certificators carried out by DeGolyer and MacNaughton as of December 31, 2025 and 2024 in Argentina and Mexico, covered all the estimated reserves located in the areas operated and not operated by the Company.

In all cases, were audit the estimated reserves according to Rule

4-10

of Regulation

S-X

issued by the SEC, and according to the provisions for disclosing crude oil and natural gas reserves under FASB ASC 932. We provided all the information requested during the audit processes. In Argentina royalties paid to the provinces have not been deducted from reported proved reserves. Gas includes gas sale and consumption.

The volumes of liquid hydrocarbons represent crude oil, condensate, gasoline and LPG to be recovered in field separation and plant processing and are reported in million barrels (“MMBbl”) The volumes of Natural gas represent expected gas sales and the use of fuel in the field and are reported in billion cubic feet (“Bcf”) (10

) in standard conditions of 14.7 psia and 60°F. Gas volumes arise from the separation and processing in the field, which are reduced by injection, venting and shrinkage, and include the volume of natural gas consumed in the field for production. Natural gas reserves were converted into liquid equivalent using the conversion factor of 5.615 cubic feet of Natural gas per 1 barrel of liquid equivalent.

The following tables show proved oil reserves, net (including crude oil, condensate oil and LPG) and natural gas reserves, net, as of December 31, 2025, 2024, 2023 and 2022 according to VISTA’s interest percentage in the related concessions:

Proved reserves as of December 31, 2025


Argentina	Crude oil (1)		Natural gas		Natural gas
Categories of reserves	(MMBbl)		(Bcf)		(MMBbl equivalent)
Proved developed		208.4		135.2		24.1
Proved undeveloped		314.7		230.2		41.0

Total proved reserves		523.1		365.3		65.0


Mexico (2)	Crude oil (1)		Natural gas		Natural gas
Categories of reserves	(MMBbl)		(Bcf)		(MMBbl equivalent)
Proved developed		—		—		—
Proved undeveloped		—		—		—

Total proved reserves		—		—		—

F-8

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

The following table shows the reconciliation of the Company’s reserve data between December 31, 2024, and December 31, 2025:


Argentina	Crude oil (1)			Natural gas			Natural gas
Argentina	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2024		315.2			282.2			50.2
Increase (decrease) attributable to:
Review of prior estimates (2)		1.9			(13.4	)		(2.4	)
Purchases (sales) of on-site proved reserves (3)		131.9			74.9			13.3
Extensions and discoveries (4)		113.9			68.9			12.3
Production for the year (5) (6)		(36.6	)		(37.1	)		(6.6	)
Other (7)		(3.3	)		(10.3	)		(1.8	)

Reserves as of December 31, 2025 (8)		523.1			365.3			65.0

(1)	It refers to crude oil, condensate, and LPG.

(2)	The changes caused by the revisions of prior estimates of proved developed and undeveloped reserves of crude oil (+1.9 MMbbl) and natural gas (- 13.4 Bcf) are mainly related to:

(a) in connection with the proved developed reserves: revision attributable to well performance and prices in: (i) Bajada del Palo Oeste (+2.03 MMbbl and

-13.72

Bcf); (ii) Bajada del Palo Oeste-conventional

(-0.14

MMbbl and

-5.23

Bcf); (iii) Bajada del Palo Este (“BPE”)

(-0.63

MMbbl and

-3.09

Bcf); (iv)

BPE-conventional

(-0.02

MMbbl and

-0.70

Bcf); (v) Aguada Federal (+0.26 MMbbl and +0.90 Bcf); (vi) remainder areas (+0.57 MMbbl and +8.42 Bcf); (vii) in Aguila Mora: negative revisions related to lower prices

(-0.20

MMbbl and

-0.29

Bcf) and positive revisions related to improved performance (+0.04 MMbbl and +0.35 Bcf).

(3)	The changes in proved developed and undeveloped reserves resulting from purchases (sales) of crude oil (+131.9 MMbbl) and natural gas (+74.9 Bcf) are mainly related to:

(a) in connection with the proved developed reserves: (i) the acquisition of Trafigura’s working interest in Bajada del Palo Oeste resulted in additions of (+5.27 MMbbl and +4.63 Bcf); (ii) the acquisition of LACh’s working interest resulted in additions of (+61.6 MMbbl and +29.71 Bcf) (Note 1.2).

(b) in connection with the undeveloped reserves: (i) the acquisition of LACh’s working interest resulted in additions of (+65.0 MMbbl and +40.58 Bcf) (Note 1.2.2).

(4)	The changes in proved developed and undeveloped reserves due to the extension and discovery of crude oil (+113.9 MMbbl) and natural gas (+68.9 Bcf) are mainly related to:

(a) in connection with the proved developed reserves: the increase is related to the successful drilling activities in the Vaca Muerta formation in: (i) LACh resulting in the addition of 45 gross wells (10 pads) (+26.10 MMbbl and +19.15 Bcf); (ii) BPE resulting in the addition of 9 wells (2 pads) (+10.10 MMbbl and +1.76 Bcf); and (iii) Bajada del Palo Oeste resulting in the addition of 17 wells (4 pads) (+11.69 MMbbl and +7.17 Bcf).

(b) in connection with the Proved undeveloped reserves enabled by drilling operations in the Vaca Muerta formation: (i) Aguada Federal resulting in the addition (+4.97 MMbbl y +2.16 Bcf); Bajada del Palo Este resulting in the addition (+19.30 MMbbl y +8.47 Bcf); and Bajada del Palo Oeste resulting in the addition (+41.62 MMbbl y +30.24 Bcf).

(5)	Considering the production attributable to Vista Argentina.

(6)	Gas production includes: (i) gas for sale 5.4 MMbbl and 30.4 Bcf and (ii) gas used for internal consumption 1.2 MMbbl and 6.7 Bcf, respectively.

(7)	Reflects the net impact of adjustments to the well inventory in LACh, including 45 horizontal wells connected following Vista’s acquisition and the addition of 38 horizontal wells to the undeveloped proved well inventory (Note 1.2.2).

(8)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)


Mexico	Crude oil (1)			Natural gas			Natural gas
Mexico	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2024		7.4			13.4			2.4
Increase (decrease) attributable to:
Review of prior estimates (2)		(7.2	)		(13.4	)		(2.4	)
Production for the year (3)		(0.1	)		(0.0	)		(0.0	)

Reserves as of December 31, 2025 (4)		0.0			0.0			0.0

(1)	It refers to crude oil, condensate, and LPG.

(2)	Review of prior estimates of proved developed and undeveloped reserves of crude oil (-7.2 MMbbl) and natural gas (-13.4 Bcf) are attributable to changes in the development plan resulting from the irrevocable relinquishment of entire the CS-01 Area mentioned in Note 1.1.

(3)	Considering Vista Holding II’s output.

(4)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.

The following table shows the reconciliation of the Company’s reserve data between December 31, 2023, and December 31, 2024:


Argentina	Crude oil (1)			Natural gas			Natural gas
Argentina	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2023		262.3			258.8			46.1
Increase (decrease) attributable to:
Review of prior estimates (2)		1.4			(5.2	)		(0.9	)
Extensions and discoveries (3)		73.5			49.2			8.7
Production for the year (4)		(22.0	)		(20.6	)		(3.7	)

Reserves as of December 31, 2024 (5)		315.2			282.2			50.2

(1)	It refers to crude oil, condensate, and LPG.

(2)	The changes from prior-estimate revisions of proved developed and undeveloped crude oil reserves (+1.4 MMbbl) are mainly related to:

(a) in connection with the developed reserve: (i) results of well tests for Aguada Federal

(-0.21

MMbbl); (ii) Aguila Mora

0.47

MMbbl); (iii) Bajada del Palo Este

0.96

MMbbl); (iv) Bajada del Palo Oeste

0.60

MMbbl); (v) Bajada del Palo Oeste (Farmout Agreement I and II)

0.66

MMbbl and

0.42

MMbbl) respectively; (vi) other fields

0.24

MMbbl); (vii) positive results in Bajada del Palo Este (+

3.02

MMbbl); Bajada del Palo Oeste (+

1.63

MMbbl); and (viii) combined effect of other fields (+

0.59

MMbbl).

(b) in connection with the undeveloped reserve: (i) changes in the development plan in Bajada del Palo Este

0.11

MMbbl); and (ii) the combined effect of other fields

0.17

MMbbl).

The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves

5.2

Bcf) are mainly related to:

(a) in connection with the developed reserve: (i) decreased activity in Bajada del Palo Este

(-3.59

Bcf); (ii) lower performance and adjustment of the gas/oil ratio (“GOR”) in the wells of Bajada del Palo Oeste

8.49

Bcf); and (iii) effect of other fields

1.43

MMbbl). The positive results are related to wells in Aguada Federal (+

0.73

Bcf); Bajada del Palo Este (+

2.07

Bcf); Baja del Palo Oeste (+

1.91

Bcf); Entre Lomas in Rio Negro Province (+

3.42

Bcf) and; combined effect of other fields (+

2.57

Bcf).

(b) in connection with the undeveloped reserve: (i) they are related to an update in Aguada Federal due to the latest well results

0.82

Bcf); and (ii) decrease in the development activities in Bajada del Palo Este, Bajada del Oeste, Bajada del Oeste and fields operated by Tango

1.5

Bcf).

(3)	The changes in the proved developed and undeveloped reserves due to the extension and discovery of crude oil (+ 73.5 MMbbl) and natural gas (+ 49.2 Bcf) are mainly related to:

(a) in connection with the developed reserve: the increase are related: (i) the drilling success in Vaca Muerta formation of Aguada Federal with a 1 pad (3 wells) incorporating (+

2.68

MMbbl y +

2.25

Bcf); (ii) Bajada del Este with a 2 pad (8 wells) (+

6.80

MMbbl y +

3.52

Bcf); (iii) a 4 pad (13 wells) in Bajada del Palo Oeste incorporating (+

15.98

MMbbl y +

14.66

Bcf).

24.99

MMbbl y +

23.36

Bcf); (ii) the addition of 2 pads (5 wells) in Bajada del Palo Este incorporating (+

5.61

MMbbl y +

2.82

Bcf); as well as (iii) the recategorizations in Bajada del Palo Oeste (Farmout Agreement I and II) adding (+

0.32

MMbbl y +

0.29

Bcf ).

(b) in connection with the undeveloped reserve enable by the activity of drilling in Vaca Muerta formation of: (i) Aguada Federal adding (+

4.11

MMbbl y +

3.48

Bcf), Bajada del Palo Este totaling (+

24.29

MMbbl y +

12.55

Bcf), and Bajada del Palo Oeste, totaling (+

19.64

MMbbl y +

12.72

Bcf).

(4)	Considering Vista Argentina’s output.

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

(5)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.


Mexico	Crude oil (1)			Natural gas			Natural gas
Mexico	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2023		7.3			15.9			2.8
Increase (decrease) attributable to:
Review of prior estimates (2)		0.3			(2.4	)		(0.4	)
Production for the year (3)		(0.2	)		(0.0	)		(0.0	)

Reserves as of December 31, 2024 (4)		7.4			13.4			2.4

(1)	It refers to crude oil, condensate, and LPG.

(2)	The changes from prior-estimate revisions of proved developed and undeveloped crude oil reserves (+0.3 MMbbl) and natural gas (-2.4 Bcf) are mainly related to:

(a) in connection with the developed reserve: (i) increase of (+0.53 MMbbl) mainly related with successful performance of wells

V-1051

and

V-1052

and the last drilling campaign of wells

V-1001,

V-1002,

V-1004

and

V-1006;

partially offset by (ii) a negative revision due to the adjustment of GOR measured in the block resulting in a discount of

(-0.39

Bcf).

(b) in connection with the undeveloped reserve: (i)

(-0.22

MMbbl and

-2.05

Bcf) due to the change in PUD development plan due to the latest results in the drilling campaign.

(3)	Considering Vista Holding II’s output.

(4)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.

The following table shows the reconciliation of the Company’s reserve data between December 31, 2022, and December 31, 2023:


Argentina	Crude oil (1)			Natural gas			Natural gas
Argentina	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2022		205.1			238.9			42.5
Increase (decrease) attributable to:
Review of prior estimates (2)		(8.2	)		(27.8	)		(4.9	)
Extensions and discoveries (3)		86.5			65.5			11.7
Purchases/sales of onsite proved reserves (4)		(5.4	)		(2.6	)		(0.5	)
Production for the year (5)		(15.7	)		(15.1	)		(2.7	)

Reserves as of December 31, 2023 (6)		262.3			258.8			46.1

(1)	It refers to Crude oil, condensate, and LPG.

(2)	The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (-8.2 MMbbl) are mainly related to:

(a) in connection with the developed reserve: (i) results of well tests for Aguada Federal

(-0.54

MMbbl); (ii) Bajada del Palo Este

0.71 MMbbl); (iii) Bajada del Palo Oeste

(-0.43

MMbbl); (iv) Bajada del Palo Oeste (Farmout Agreement II)

(-1.26

MMbbl) especially in wells targeting the organic horizon; (v) CAN

(-0.31

MMbbl) and the negative revision due to the retroactive adjustment of LPG plant in Entre Lomas Río Negro

(-0.88

MMbbl); (vi) positive results in Bajada del Palo Este (+0.38 MMbbl); Bajada del Palo Oeste (+0.33 MMbbl); Bajada del Palo Oeste (Farmout Agreement II) (+0.77 MMbbl); (vii) combined effect of other fields

(-0.06

MMbbl); and (viii) due to price changes

(-0.4

MMbbl) effect.

(b) in connection with the undeveloped reserve: (i) they are related to an adjustment in Aguada Federal due to the latest well results

(-5.82

MMbbl); (ii) the potential combined effect of other fields and rounding (+0.73 MMbbl), which includes the revision of reserves associated with the extension of the economic life of proved developed reserves in unconventional Bajada del Palo Oeste (Farmout Agreement I and II).

The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves

(-27.8

Bcf) are mainly related to:

(a) in connection with the developed reserve: (i) they are associated with the lower performance and adjustment of the GOR in the wells of Aguada Federal

4.3 Bcf), Bajada del Palo Este

(-2.62

Bcf), Bajada del Palo Oeste

(-4.51

Bcf), Bajada del Palo Oeste NOC

(-3.61

Bcf), Bajada del Palo Oeste (Farmout Agreement I)

(-3.28

Bcf), and Bajada del Palo Oeste (Farmout Agreement II)

(-1.44

Bcf); (ii) for price changes, the variation was

(-0.41

Bcf); and (iii) the rest due to the effect of other fields

(-1.75

Bcf).

(b) in connection with the undeveloped reserve: (i) they are related to an update in Aguada Federal due to the latest well results

(-6.58

Bcf); (ii) the potential combined effect of other fields and rounding (+0.70 Bcf), which includes the revision of reserves associated with the extension of the economic life of proved developed reserves in conventional Bajada del Palo Oeste, Bajada del Oeste, Bajada del Oeste (Farmout Agreement I), and Bajada del Oeste (Farmout Agreement II).

(3)	The changes in the proved developed and undeveloped reserves due to the extension and discovery of Crude oil (+86.5 MMbbl) and Natural gas (+65.5 Bcf) are mainly related to:

(a) in connection with the developed reserve: (i) the drilling success in Vaca Muerta formation of Bajada del Oeste with a pad (3 wells) adding (+3.18 MMbbl and +3.19 Bcf); (ii) a pad (4 wells) in Bajada del Palo Oeste (Farmout Agreement II), incorporating (+2.7 MMbbl and +2.45 Bcf); (iii) a pad (4 wells) in Aguada Federal adding (+1.16 MMbbl and +1.44 Bcf), another pad (2 wells) in Águila Mora, adding (+1.51 MMbbl and +1.15 Bcf); and (iv) two wells in Bajada del Palo Este totaling (+3.10 MMbbl and +0.8 Bcf).

Also, there is a neutral effect from the conversion of proved undeveloped reserves to proved developed reserves generated by: (i) the drilling success in Vaca Muerta formation of 2 pads (8 wells) in Bajada del Palo Oeste adding (+7.84 MMbbl and +7.90 Bcf); (ii) the addition of 2 pads (8 wells) in Bajada del Palo Oeste (Farmout Agreement II), incorporating (+6.94 MMbbl and +6.99 Bcf); as well as (iii) the drilling in a well in Entre Lomas Río Negro adding (+0.22 MMbbl and +2.06 Bcf).

(b) in connection with the undeveloped reserve enable by the activity of drilling in Vaca Muerta formation of: (i) 4 pads (15 wells) in Aguada Federal adding (+9.09 MMbbl and +9.09 Bcf), 11 pads (24 wells) in Bajada del Palo Este totaling (+28.91 MMbbl and +12.05 Bcf), 9 pads (33 wells) in Bajada del Palo Oeste, totaling (+36.85 MMbbl and +35.33 Bcf).

(4)	The changes in the purchase of Crude oil (-5.4 MMbbl) and Natural gas (-2.6 Bcf) are mainly related to the agreement signed with Aconcagua mentioned in Note 3.2.7.

(5)	Considering Vista Argentina’s output.

(6)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums.


Mexico	Crude oil (1)			Natural gas			Natural gas
Mexico	(MMBbl)			(Bcf)			(MMBbl equivalent)
Proved reserves (developed and undeveloped)
Reserves as of December 31, 2022		2.9			6.0			1.1
Increase (decrease) attributable to:
Review of prior estimates (2)		4.6			10.0			1.7
Production for the year (3)		(0.2	)		(0.1	)		(0.0	)

Reserves as of December 31, 2023 (4)		7.3			15.9			2.8

(1)	It refers to Crude oil, condensate, and LPG.

(2)	The changes from prior-estimate revisions of proved developed and undeveloped Crude oil reserves (+4.6 MMbbl) are mainly related to:

(a) in connection with the developed reserve: (i) due to the extension of (+0.2 MMbbl) from the successful drilling of two new Vernet-1051 and 1052 blocks; and (ii) the rounding effect

(-0.1

MMbbl).

(b) in connection with the undeveloped reserve: (i) (+0.5 MMbbl) due to the latest drilling and discovery campaigns in Amate and Encajonado formations; (ii) an increase of (+3.1 MMbbl) because cash-paid royalties for reserves and production volumes are not discounted; and (iii) an increase due to the extension of acreage from the drilling campaign in the same blocks with Vernet-1053 and 1054 wells, resulting in an increase of (+0.9 MMbbl).

The changes from prior-estimate revisions of proved developed and undeveloped Natural gas reserves (10.0 Bcf) are mainly related to:

(a) in connection with the developed reserve: (i) The lower performance and price decrease

(-0.4

Bcf); and (ii) due to the extension of (+3.3 Bcf) from the successful drilling of two new Vernet-1051 and 1052 blocks.

(b) in connection with the undeveloped reserve: (i) an increase of (+6.4 Bcf) because cash-paid royalties for reserves and production volumes are not discounted; and (ii) an increase due to the extension of acreage from the drilling campaign in the same blocks with Vernet-1053 and 1054 wells, resulting in an increase of (+0.7 Bcf).

In addition, there is a neutral effect from the conversion of proved undeveloped reserves to proved developed reserves generated by: (i) the successful drilling campaign of Vernet-1001, 1002, 1004, 1005, and 1006 (+1.65 MMbbl and +1.67 Bcf).

(3)	Considering Vista Holding II’s output.

(4)	Reserves included in this note have been rounded for ease of presentation. For this reason, certain calculations may have nonmaterial differences in the sums

Standardized measure of future discounted cash flow (net)

The following table describes estimated future cash flows from the future production of proved developed and undeveloped reserves of crude oil, condensate, LPG and natural gas. As established by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (“ASC”) relating to Extractive Activities—Oil and Gas (formerly SFAS 69 Disclosures about Oil and Gas Producing Activities), these cash flows were estimated using the twelve-month average of the first

day-of-the-month

benchmark prices as adjusted for location and quality differentials and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation facilities and abandonment costs. These future development costs were estimated based on VISTA assessments. Future income tax was calculated by applying the statutory tax rates effective in Argentina in each period.

This standardized measure is not intended to be, and should not be, interpreted as an estimate of the market value of the Company’s reserves. The purpose of this information is to provide standardized data to help the users of the financial statements to compare different companies and make certain projections. This information does not include, among others, the effect of future changes in price costs and tax rates, which past experience shows that they are likely to occur, and the effect of the future cash flows of reserves that have not been classified as proved reserves yet, of a discount factor that best represents the value of money over time and of the risks inherent in crude oil and natural gas production. These future changes may have a major impact on future net cash flows disclosed below. Therefore, this information does not necessarily show the Company’s perception on future discounted cash flow, net, of the hydrocarbon reserve.


	As of December 31, 2025 (1)			As of December 31, 2024 (1)			As of December 31, 2023 (1)
Future cash flows		34,105			23,298			18,771
Future production costs		(9,965	)		(6,956	)		(5,573	)
Future development and abandonment costs		(5,365	)		(4,244	)		(3,198	)
Future income tax		(6,571	)		(4,249	)		(3,477	)

Discounted future net cash flows		12,203			7,849			6,523
10% annual discount		(5,597	)		(3,817	)		(3,133	)

Standardized measure of discounted future net cash flows		6,607			4,032			3,390

(1)	Amounts expressed in millions of US Dollars (“MM USD”).

F-

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Changes in the standardized measure of future discounted cash flow (net)

The following table shows the changes in the standardized measure of future discounted cash flow, net, for the years ended December 31, 2025, 2024 and 2023:


	Year ended December 31, 2025 (1)			Year ended December 31, 2024 (1)			Year ended December 31, 2023 (1)
Standardized measure of future discounted cash flow, net, at beginning of year		4,032			3,390			3,241

Sales of crude oil, LPG and natural gas produced, net of production costs		(1,940	)		(1,163	)		(841	)
Net changes in selling prices and production costs related to future production (2)		(665	)		327			(243	)
Net changes from extensions, discoveries and improvements (3)		3,961			2,646			2,997
Estimated development costs previously incurred		604			1,165			669
Net changes from revisions of workload estimates (4)		(13	)		11			(286	)
Net changes in estimated future development costs (5)		(648	)		(1,096	)		(1,053	)
Net changes from on-site purchases and sales of minerals (6)		2,240			—			(131	)
Cumulative discount		403			339			324
Net changes in income tax (7)		(1,367	)		(1,587	)		(1,287	)

Changes in the standardized measure of future discounted cash flow for the year		2,575			642			149

Standardized measure of future discounted cash flow at end of year		6,607			4,032			3,390

(1)	Amounts expressed in MM USD.

(2)

For the year ended December 31, 2025, primarily affected by an increase in the prices of crude oil, petroleum condensate, natural gas, and LPG in Argentina, which decrease from

69.44

USD/bbl to

63.99

USD/bbl of crude oil; the increase of condensate, and C5+, from

25.72

USD/bbl to

32.70

USD/bbl of LPG, and the decrease from

3.89

USD per thousand cubic foot (“USD/Kft

) to

3.19

USD/Kft

of sales gas. Also, for the year ended December 31, 2024, primarily affected by an increase in the prices of crude oil, petroleum condensate, natural gas, and LPG in Argentina, which increased from

66.50

USD/bbl to

69.44

USD/bbl of crude oil, condensate, and C5+, from

25.40

USD/bbl to

25.72

USD/bbl of LPG, and from

3.55

USD per thousand cubic foot (“USD/Kft

) to

3.89

USD/Kft

of sales gas

(3)

For the year ended December 31, 2025, mainly related to the extension of the proved area due to the addition of 63 wells in proved reserves in Bajada del Palo Oeste area in the Vaca Muerta formation with positive results. It also reflects the addition of proved reserves from the unconventional Bajada del Palo Este area, including 28 additional wells, and the addition of 2 wells in the unconventional Aguada Federal area. Also, for the year ended December 31, 2024, mainly related to the extension of the proved area due to the addition of 52 wells in proved reserves in Bajada del Palo Oeste area in Vaca Muerta formation with positive results, also related to the addition of proved reserves from the unconventional Bajada del Palo Este area with 34 additional wells and a total of 15 wells were added in the unconventional Aguada Federal.

(4)	For the years ended December 31, 2025, and 2024, mainly affected by the extension in the economic limits of assets due to a decrease or increase in the prices of crude oil, petroleum condensate, natural gas and LPG, detailed in point (2).

(5)	For the years ended December 31, 2025, and 2024, related to cost development revisions of the unconventional area of Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal.

(6)	For the year ended December 31, 2025 related with: (i) the agreement signed with Trafigura (Note 1.2.1) and; (ii) the acquisition of LACh (Note 1.2.2).

(7)	For the year ended December 31, 2025, and 2024, the change is due to higher expected revenue mainly from the extensions and (decrease) increases in hydrocarbon prices.

F-9

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

Note 3

. Subsequent events

The Company assessed events subsequent to December 31, 2025, to determine the need of a potential recognition or disclosure in these consolidated financial statements. The Company assessed such events through April 28, 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 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 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.

- On January 9, 2026, Vista Lach paid principal and interest for an amount of 415 corresponding to loan 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 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 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 signed with ConocoPhillips Company.

- On January 15, 2026, Vista Argentina paid interest for an amount of 1,108 corresponding to ON XXX.

- On January 16, 2026, Vista Lach paid principal and interest for an amount of 20,982 corresponding to loan 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 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 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 agreements signed with Citibank N.A. in April 2024 and January 2025.

On February 2, 2026, Vista Argentina signed a loan agreement with Banco de la Nacion Argentina, for 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 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; (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 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 Series A shares (“ADSs”). Such price shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments.

F-9

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

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.

As of the date of issuance of these consolidated financial statements, the Transaction has not yet closed, and the Company made payments for a net amount of 79,742 related to a security deposit for the Transaction and other associated costs.

On January 6, February 10, March 12, and April 10, 2026, Vista Argentina made payments related to VMOS’s investment for a total amount of

16,530.

- On February 11, 2026, Vista Argentina paid interest for an amount of 174 corresponding to ON XXI.

- On February 19, 2026, Decree No. 105/2026 was published in the Official Bulletin, establishing a

one-year

extension as from July 8, 2026, to join the RIGI. The decree includes onshore upstream crude oil and natural gas development projects as eligible 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 consolidated financial statements, the Company is assessing whether this regulation applies to its projects.

- On February 27, 2026, Vista Argentina paid principal and interest for a total amount of 7,564 corresponding to ON XII.

- On February 27, 2026, Vista Argentina paid interest for a total amount of 515 corresponding to loan agreements signed with Citibank N.A. in May and June 2025.

- On March 2, 2026, Vista Argentina signed a loan agreement with Banco de Valores S.A. for an amount of 20,000 at an annual interest rate of 3.25%, and expiration date in June 2026.

- On March 3, 2026, Vista Argentina paid interest for an amount of 41 corresponding to ON XIX.

- On March 4, 2026, Vista Argentina signed a loan agreement with Banco de Galicia y Buenos Aires S.A.U. for an amount of 50,000 at an annual interest rate of 3.25%, and expiration date in June 2026.

- On March 6, 2026, Vista Argentina paid interest for an amount of 2,327 corresponding to ON XXIII.

- On March 9, 2026, Vista Argentina paid interest for an amount of 3,437 corresponding to ON XXVIII.

- On February 18 and March 9, 2026, VEISA signed loan agreements with Banco Itaú Uruguay, for a total amount of 70,000, at an annual interest rate of SOFR plus a margin of 2.00%. and an expiration date in April 2026.

- On March 9, 2026, VEISA signed a loan agreement with Banco Latinoamericano de Comercio Exterior S.A., for an amount of 30,000, at an annual interest rate of SOFR plus a margin of 1.90%. and an expiration date in April 2026.

- On March 17, 2026, Vista Lach paid principal and interest for an amount of 30,259 corresponding to loan agreement signed with Banco de Galicia y Buenos Aires S.A.U. in March 2025.

F-9

VISTA ENERGY, S.A.B. DE C.V.

Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023

(Amounts expressed in thousands of US Dollars, except otherwise indicated)

- On March 17, 2026, Vista Lach signed a loan agreement with Banco de Galicia y Buenos Aires S.A.U., for an amount of 30,000, at an annual interest rate of 3.25% and an expiration date in September 2026.

- On March 30, 2026, Vista Argentina signed a loan agreement with Citibank N.A., for an amount of 50,000, at an annual interest rate of 6.00% and an expiration date in March 2028.

- On April 1, 2026, Vista Argentina paid interest for an amount of 2,043 corresponding to loan agreement signed with Banco ICBC in July 2025.

- On April 6, 2026, Vista Argentina paid interest for an amount of 8,426 corresponding to loan agreements 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 April 7, 2026, Vista Argentina paid interest for an amount of 110 corresponding to loan agreements signed with Banco Santander International in July 2021 and January 2022.

- On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5%

non-operated

interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent, and the total price amounts to 600, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment.

- On April 8, 2026, Vista Argentina issued ON XXXI for an amount of 500,000, at an annual interest rate of 7.875% and an expiration date in April 2038.

- On April 8, 2026, Vista Argentina paid interest for an amount of 393 corresponding to ON XXV.

- On April 8, 2026, VEISA paid principal and interest for an amount of 20,093 corresponding to loan agreement signed with Banco Itaú in March 2026.

- On April 8, 2026, VEISA paid interest for an amount of 139 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026.

- On April 10, 2026, Vista Argentina paid interest for an amount of 5,722 corresponding to ON XXVI.

- On April 10, 2026, VEISA paid principal and interest for an amount of 45,078 corresponding to loan agreement signed with Banco Citibank NA in March 2026.

- On April 14, 2026, VEISA paid principal and interest for an amount of 20,077 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026.

- On April 15, 2026, Vista Argentina paid interest for an amount of 1,084 corresponding to ON XXX.

- On April 15, 2026, VEISA paid principal and interest for an amount of 50,433 corresponding to loan agreement signed with Banco Itaú in March 2026.

- On April 15, 2026, VEISA paid principal and interest for an amount of 30,126 corresponding to loan agreement signed with Banco Itaú in March 2026.

- On April 20, 2026, VEISA signed a loan agreement with Citibank N.A., for an amount of 45,000, at an annual interest rate of 5.67% and an expiration date in April 2026.

- On April 22, 2026, Vista Argentina paid principal and interest for an amount of 11,610 corresponding to loan agreement signed with Banco BBVA Argentina S.A. in January 2026.

- On April 22, 2026, Vista Argentina paid principal and interest for an amount of 40,437 corresponding to loan agreement signed with Banco BBVA Argentina S.A. in December 2025.

- On April 23, 2026, VEISA paid interest for an amount of 240 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in March 2026.

- On April 24, 2026, Vista Argentina signed a loan agreement with Banco de la Nacion Argentina, for an amount of 60,000, at an annual interest rate of 2.95% and an expiration date in October 2026.

- On April 26, 2026, Vista Argentina paid principal and interest for an amount of 20,154 corresponding to loan agreement signed with Banco Citibank NA. in April 2024.

- On April 28, 2026, Vista Argentina paid principal and interest for an amount of 25,231 corresponding to loan agreement signed with Banco Citibank NA. in April 2024.

- On April 28, 2026, VEISA paid interest for an amount of 93 corresponding to loan agreement signed with Banco Latinoamericano de Comercio Exterior in Mach 2026

There are no other events or transactions between the closing date and the date of issuance of these consolidated financial statements that could significantly affect the Company’s financial position or profit or loss.

F-9


		Page
Presentation of Information			1
Forward-Looking Statements			11
Item 1.	Identity of Directors, Senior Management and Advisers		13
Item 2.	Offer Statistics and Expected Timetable		13
Item 3.	Key Information		13
Item 4.	Information on the Company		61
Item 4A.	Unresolved Staff Comments		114
Item 5.	Operating and Financial Review and Prospects		114
Item 6.	Directors, Senior Management and Employees		143
Item 7.	Major Shareholders and Related Party Transactions		153
Item 8.	Financial Information		155
Item 9.	The Offer and Listing		156
Item 10.	Additional Information		162
Item 11.	Quantitative and Qualitative Disclosures about Market Risk		214
Item 12.	Description of Securities Other Than Equity Securities		214
Item 13.	Defaults, Dividend Arrearages and Delinquencies		215
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		216
Item 15.	Controls and Procedures		216
Item 16.	Reserved		217
Item 16A.	Audit Committee Financial Expert		217
Item 16B.	Code of Ethics		217
Item 16C.	Principal Accountant Fees and Services		218
Item 16D.	Exemptions from the Listing Standards for Audit Committees		218
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		218
Item 16F.	Change in Registrant’s Certifying Accountant		219
Item 16G.	Corporate Governance		219
Item 16H.	Mine Safety Disclosure		220
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		220
Item 16J.	Insider Trading Policies		221
Item 16K.	Cybersecurity		221
Item 17.	Financial Statements		224
Item 18.	Financial Statements		224
Item 19.	Exhibits		224


	As of December 31, 2025		As of December 31, 2024		As of December 31, 2023
	(in thousands of US$)
Current and non-current borrowings		3,154,077		1,448,567		616,055
Cash, bank balances and other short-term investments		538,402		764,307		213,253
Net Debt		2,615,675		684,260		402,802


1.1		English translation of bylaws (as amended) of the registrant (incorporated by reference to Vista’s registration statement on Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 23, 2024).

2.1		Form of Deposit Agreement among Vista Energy, S.A.B. de C.V. (formerly known as Vista Oil & Gas, S.A.B. de C.V.), The Bank of New York Mellon, as depositary, and the owners and holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to our registration statement on Form F-6 filed with the SEC on July 2, 2019).

2.2		Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (included as Exhibit 2.2 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. (formerly known as Vista Oil & Gas, S.A.B. de C.V.), on April 30, 2020 and incorporated by reference herein).


4.1		English translation of concession agreement regarding the Entre Lomas concession in the Province of Neuquén, dated June 11, 2009, among Petrolera Entre Lomas S.A., APCO Argentina Inc. (Sucursal Argentina) and the Province of Neuquén (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019).

4.2		English translation of concession agreement regarding the Entre Lomas concession in the Province of Río Negro, dated December 9, 2014, among Petrolera Entre Lomas S.A. and the Province of Río Negro (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019) (“Entre Lomas Rio Negro Concession Agreement”).

4.3		English translation of concession agreement regarding the Jagüel de los Machos and 25 de Mayo–Medanito SE concessions in the Province of Río Negro, dated December 9, 2014, among Petrobras Argentina S.A. and the Province of Río (incorporated by reference from Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019) (“Jagüel de los Machos and 25 de Mayo–Medanito SE Concession Agreement”).

4.4		Amended and Restated Long-Term Incentive Plan as approved by the Compensation Committee of the Board of Vista on February 22, 2023 (included as Exhibit 4.8 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 24, 2023 and incorporated by reference herein).

4.5		English translation of concession agreement regarding the Bajada del Palo Oeste and Bajada del Palo Este concessions, dated November 22, 2018, among Vista Oil & Gas Argentina S.A., APCO Oil & Gas S.A.U. and the Province of Neuquén (incorporated by reference to Vista’s registration statement on Form F-1 filed with the SEC on July 2, 2019).

4.6		English translation of the amendment to Entre Lomas Rio Negro Concession Agreement and Jagüel de los Machos and 25 de Mayo–Medanito SE Concession Agreement, dated November 29, 2024, by and between Vista Energy Argentina S.A.U and the Province of Neuquén (included as Exhibit 4.5 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 9, 2025 and incorporated by reference herein).

4.7		English translation of the concession agreement regarding La Amarga Chica concession, dated December 5, 2014, entered into among the Province of Neuquén, Gas y Petróleo del Neuquén S.A., YPF S.A. and YSUR Energía Argentina S.R.L. (50% of which was assigned by YPF S.A. to Petronas E&P Argentina S.A. pursuant to Provincial Decree No. 0772/15 issued by the Province of Neuquén).

4.8		Indenture by and among Vista Argentina, as issuer, The Bank of New York Mellon, as trustee, paying agent, registrar and transfer agent, and Banco Santander Argentina S.A., as Argentine registrar and transfer agent, Argentine paying agent and representative of the trustee in Argentina, relating to the 8.500% senior notes due 2033, dated as of June 10, 2025.


8.1		List of Subsidiaries.

11.1		Insider Trading Policy.

12.1		Certification of Miguel Galuccio of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2		Certification of Pablo Manuel Vera Pinto of Vista Energy, S.A.B. de C.V. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1		Certification of Miguel Galuccio and Pablo Manuel Vera Pinto pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1		Consent Letter dated April 28, 2026, prepared by DeGolyer and MacNaughton.

15.2		Consent Letter dated April 28, 2026, prepared by Pistrelli, Henry Martin y Asociados S.A. (successor of Pistrelli, Henry Martin y Asociados S.R.L.) (member of Ernst & Young Global Limited).

97.1		Policy for the Recovery of Erroneously Awarded Compensation (included as Exhibit 97.1 of the Form 20-F filed by Vista Energy, S.A.B. de C.V. on April 23, 2024 and incorporated by reference herein).

99.1		Reserves Report dated January 26, 2026, prepared by DeGolyer and MacNaughton.

101		Inline Interactive Data File – The instance document does not appear separately because its XBRL tags are embedded within the inline XBRL document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


Vista Energy, S.A.B. de C.V.

By:		/s/ Miguel Galuccio
		Name: Miguel Galuccio
		Title: Chief Executive Officer


By:		/s/ Pablo Manuel Vera Pinto
		Name: Pablo Manuel Vera Pinto
		Title: Chief Financial Officer


	Page
Consolidated financial statements as of December 31, 2025, and 2024 and for the years ended December 31, 2025, 2024 and 2023
Reports of the Independent Registered Public Accounting Firm		F-2
Consolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023		F-6
Consolidated statements of financial position as of December 31, 2025, and 2024		F-7
Consolidated statements of changes in equity for the years ended December 31, 2025, 2024 and 2023		F-8
Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 2023		F-11
Notes to the consolidated financial statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023		F-13


Auditor Data Elements		December 31, 2025, 2024 and 2023

Auditor Name		Pistrelli, Henry Martin y Asociados S.A. (member of Ernst & Young Global Limited)

Auditor Location		Ciudad de Buenos Aires, Argentina

Auditor Firm ID		01449


		To test the estimated fair value of the acquired oil and gas assets, our audit procedures included, among others, evaluating the significant assumptions used and testing the completeness and accuracy of the underlying financial data supporting the significant assumptions. Furthermore, we evaluated the professional qualifications and objectivity of the independent reserves engineering consultant and management’s qualified person responsible for overseeing the preparation of the estimated oil and gas reserves used in the valuation. In addition, we involved our valuation specialists to assist with our evaluation of certain significant assumptions used in the determination of the fair value of the assets.


	Capital stock			Other equity instruments		Legal reserve		Share-based payments			Share repurchase reserve		Other accumulated comprehensive income (losses)			Accumulated profit (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 (1)		—			—		—		—			50,000		—			(50,000	)		—
Board of Directors’ Meeting on April 11, 2025:
Issuance of Series 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


	Capital stock			Other equity instruments		Legal reserve		Share-based payments			Share repurchase reserve		Other accumulated comprehensive income (losses)			Accumulated profit (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 (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


	Land and buildings			Vehicles, machinery, facilities, computer hardware and furniture and fixtures			Oil and gas properties			Production wells and facilities			Works in progress			Materials and spare 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
Incorporation through Business Combination (3)		—			867			570,092			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 (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


	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 (1)		—		342

Amounts as of December 31, 2025		—		(28,594	)


Net value

Amounts as of December 31, 2025		22,576		18,485


	Right-of-use assets									Total lease liabilities
	Land and Buildings			Facilities and machinery			Total			Total lease liabilities
Amounts as of December 31, 2024		15,551			89,782			105,333			(95,660	)
Incorporation through Business Combination (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	)


	Right-of-use assets									Total lease liabilities
	Land and Buildings			Facilities and machinery			Total			Total lease liabilities
Amounts as of December 31, 2023		388			60,637			61,025			(70,468	)
Additions, net		15,851			73,257			89,108			(74,759	)
Depreciation (1)		(688	)		(44,112	)		(44,800	)		—
Payments		—			—			—			56,641
Interest expense (2)		—			—			—			(7,074	)

Amounts as of December 31, 2024		15,551			89,782			105,333			(95,660	)


	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


	As of December 31, 2025			As of December 31, 2024
Percentages to total trade receivables:
Customers
Chevron Products Company		29	%		-	%
ENAP Refinerías S.A.		22	%		28	%
Trafigura		16	%		-	%
Raizen Argentina S.A.U.		12	%		28	%
Pemex		-	%		15	%


	For the year ended December 31, 2025			For the year ended December 31, 2024
Percentages to revenue from contracts with customers per product:
Crude oil
ENAP Refinerías S.A.		21	%		15	%
Raizen Argentina S.A.U.		15	%		25	%
Trafigura		15	%		20	%
Trafigura Pte LTD		15	%		19	%
Natural gas
Compañía Administradora del Mercado Mayorista Eléctrico S.A		25	%		13	%
Cinergia Chile S.p.a		14	%		28	%


	As of December 31, 2025		As of December 31, 2024
Crude oil stock (Note 6.2)		6,881		4,384
Materials and spare parts		2,575		2,082
Assigned crude oil stock		1		3

Total inventories		9,457		6,469


	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, bank balances and other short-term investments		538,402		764,307