SEC Form 6-K filed by Vista Energy S.A.B. de C.V.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File No. 001-39000

 

 

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

(Exact Name of the Registrant as Specified in the Charter)

 

 

N.A.

(Translation of Registrant’s Name into English)

Torre Mapfre,

243 Paseo de la Reforma Avenue, 18^th Floor

Colonia Renacimiento, Alcaldía Cuauhtémoc

06600, Mexico City

Mexico

(Address of Principal Executive Office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

 

Vista announces 143 MMboe of estimated P1 reserves in La Amarga Chica and provides operational and financial update

Mexico City, June 2, 2025 – Vista Energy, S.A.B. de C.V. (“Vista” or the “Company”) (NYSE: VIST; BMV: VISTA) announced today an estimation of 143 MMboe of proved (“P1”) reserves corresponding to its 50% working interest in La Amarga Chica and provided an operational and financial update.

As previously announced, on April 15, 2025, Vista Energy Argentina S.A.U. (“Vista Argentina”) and Vista consummated the acquisition of 100% of Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.) (“PEPASA”)’s capital stock (the “PEPASA Acquisition”). PEPASA owns a 50% non-operated working interest in the La Amarga Chica concession, which is located in Argentina.

PEPASA Reserves

The table below includes PEPASA’s estimates of the proved reserves in La Amarga Chica as of December 31, 2024 (calculated at 50% working interest held by PEPASA). PEPASA has 188 net proved well locations booked at its 50% working interest, of which 122 are booked as proved developed and 66 as proved undeveloped.

 

		Oil and NGL (MMbbl)				Gas (MMboe)				Total (MMboe)
Net proved developed			54.7				4.4				59.1
Net proved undeveloped			75.8				8.4				84.2
Total net proved			130.5				12.8				143.3

P1 reserves valuation

The estimated future net cash flows attributable to PEPASA’s interests in the P1 reserves as of December 31, 2024, discounted at 10% per annum, amounted to 2,037 $MM.

Future net cash flows were calculated by applying prices of oil, NGL (Natural Gas Liquids) and gas (calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices were defined by contractual agreements) to estimated future production of proved oil, NGL and gas reserves as of the date reported, less the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves. Future net cash flows were then discounted using a factor of 10% per annum.

 

1

The proved reserves as of December 31, 2024, were calculated using a price of 69.4 $/bbl for oil, 25.7 $/boe for LPG and 4.1 $/mcf for natural gas. Such prices are consistent with SEC regulations.

The estimated certified future net cash flows attributable to PEPASA’s interests in the P1 reserves as of December 31, 2024, are summarized below:

 

Future net cash flows (Cumulative $MM)		Undiscounted				Discounted at 10% p.a.
Proved developed			1,678				1,107
Proved undeveloped			1,916				930
Total proved			3,594				2,037

Vista Pro Forma Reserves

Vista’s total net proved reserves on a pro forma basis giving effect to the PEPASA Acquisition (as if such transaction had occurred on January 1, 2024) were 518.5 MMboe as of December 31, 2024.

The estimate of future net cash flows attributable to Vista’s interests on a pro forma basis giving effect to the PEPASA Acquisition, discounted at 10% per annum, amounted to 6,069 $MM as of December 31, 2024.

 

		Vista (without PEPASA)				PEPASA				Total net proved
Net proved reserves (MMboe)			375.2				143.3				518.5
Future net cash flows, discounted at 10% p.a. (Cumulative $MM)			4,032				2,037				6,069

PEPASA Production

The following table sets forth the oil and natural gas historical production volumes, calculated at PEPASA’s working interest percentage of 50% in La Amarga Chica, as filed with the Argentine Secretary of Energy.

 

		Q1-25				Q1-24				2024				2023				Q1-25 p g/g				2024 p g/g
Oil (bbl/d)			29,837				28,937				32,769				27,755				3	%			18	%
Natural Gas (boe/d)			3,787				3,651				3,937				3,173				4	%			24	%
Total (boe/d)			33,623				32,588				36,705				30,927				3	%			19	%

 

2

Summary Pro Forma Financial Data in U.S. Dollars of Vista Energy Argentina S.A.U.

The tables below include unaudited pro forma financial information as of and for the three-month period ended March 31, 2025 and for the year ended December 31, 2024, giving effect to the PEPASA Acquisition on Vista Argentina. The unaudited pro forma statement of financial position as of March 31, 2025 was prepared as if the PEPASA Acquisition had occurred on March 31, 2025. The unaudited pro forma statements of profit or loss for the three-month period ended March 31, 2025 and for the year ended December 31, 2024 have been prepared to give pro forma effect to the PEPASA Acquisition as if such transaction had occurred on January 1, 2024.

 

3

Pro Forma Statements of Profit or Loss and Other Comprehensive Income

(Amounts expressed in thousands of U.S. dollars)

 

		For the three-month period ended March 31, 2025
		Vista Argentina				PEPASA				PEPASA Pro forma adjustments				Vista Argentina + PEPASA Pro forma Consolidated
Revenue from contracts with customers			436,156				216,235				—				652,391
Cost of sales
Operating costs			(32,518	)			(17,360	)			—				(49,878	)
Crude oil stock fluctuation			9,032				(112	)			—				8,920
Royalties and others			(67,047	)			(22,716	)			—				(89,763	)
Depreciation, depletion and amortization			(123,643	)			(69,816	)			—				(193,459	)
Other non-cash costs related to the transfer of conventional assets			(7,240	)			—				—				(7,240	)
Gross profit			214,740				106,231				—				320,971
Selling expenses			(46,594	)			(12,572	)			—				(59,166	)
Administrative expenses			(8,422	)			(7,201	)			—				(15,623	)
Other operating income			5,947				(609	)			—				5,338
Other operating expenses			(1,192	)			—				—				(1,192	)
Profit (loss) from investments in associates			(24	)			—				—				(24	)
Operating profit			164,455				85,849				—				250,304
Interest income			3,196				—				—				3,196
Interest expense			(24,281	)			(10,328	)			(1,819	)			(36,428	)
Other financial income (expense)			15,481				40,560				(5,808	)			50,232
Financial income (expense), net			(5,604	)			30,232				(7,627	)			17,001
Profit before income tax			158,851				116,081				(7,627	)			267,305
Income tax (expense)			(49,838	)			(36,034	)			6,029				(79,843	)
Profit for the period			109,013				80,047				(1,598	)			187,462
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent periods
Profit (loss) from actuarial remediation related to defined benefit plan			(22	)			—				—				(22	)
Deferred income tax (expense) benefit			7				—				—				7
Other comprehensive income			(15	)			—				—				(15	)
Total comprehensive profit for the period			108,998				80,047				(1,598	)			187,447
Adjusted EBITDA			295,362				155,665				—				451,027
Adjusted EBITDA Margin			67	%			72	%			—				69	%
Adjusted Net Income			99,769				85,710				(1,598	)			183,881
Leverage Ratio			1.49				0.07				—				1.12
Net Leverage Ratio			0.97				(0.01	)			—				1.09

 

4

		For the year ended December 31, 2024
		Vista Argentina + AFBN (1)				PEPASA (2)				PEPASA Pro forma adjustments				Vista Argentina + AFBN + PEPASA Pro forma Consolidated
Revenue from contracts with customers			1,635,012				908,776				—				2,543,788
Cost of sales
Operating costs			(130,703	)			(62,836	)			—				(193,536	)
Crude oil stock fluctuation			1,722				—				—				1,722
Royalties and others			(237,021	)			(104,245	)			—				(341,266	)
Depreciation, depletion and amortization			(430,717	)			(262,081	)			—				(692,798	)
Other non-cash costs related to the transfer of conventional assets			(33,570	)			—				—				(33,570	)
Gross profit			804,723				479,614				—				1,284,337
Selling expenses			(139,867	)			(45,758	)			—				(185,625	)
Administrative expenses			(102,917	)			(28,778	)			—				(131,697	)
Other operating income			53,767				3,533				202,474				259,774
Other operating expenses			(747	)			—				—				(748	)
Profit (loss) from investments in associates			(30	)			—				—				(30	)
Operating profit			614,929				408,611				202,474				1,226,014
Interest income			12,582				81,582				—				94,164
Interest expense			(62,763	)			(141,415	)			(24,677	)			(228,855	)
Other financial income (expense)			22,721				—				(23,233	)			(512	)
Financial income (expense), net			(27,461	)			-59,833				(47,910	)			(135,204	)
Profit before income tax			587,468				348,778				154,564				1,090,810
Income tax (expense)			(63,911	)			77,207				24,114				37,410
Profit for the period			523,557				425,985				178,678				1,128,220
Other comprehensive income
Other comprehensive income that shall not be reclassified to profit (loss) in subsequent periods
Profit (loss) from actuarial remediation related to defined benefit plan			(10,200	)			—				—				(10,200	)
Deferred income tax (expense) benefit			3,570				—				—				3,570
Other comprehensive income			(6,630	)			—				—				(6,630	)
Total comprehensive profit for the period			516,927				425,985				178,678				1,121,590
Adjusted EBITDA			1,079,246				670,692				—				1,749,938
Adjusted EBITDA Margin			64	%			74	%			—				68	%
Adjusted Net Income			210,168				210,697				(31,928	)			388,937
Leverage Ratio			1.34				N/A				N/A				N/A
Net Leverage Ratio			0.84				N/A				N/A				N/A

 

(1)

“Vista Argentina + AFBN” column reflects Vista Argentina’s statement of profit or loss for the year ended December 31, 2024, giving pro forma effect to the intercompany merger between Vista Argentina and our subsidiary AFBN S.R.L. (which became effective on January 1, 2025), as if such transaction had occurred on January 1, 2022.

(2)

“PEPASA” column reflects certain reclassifications made during the auditing process of PEPASA’s financial statements for the year ended December 31, 2024. As a result of these reclassifications, PEPASA’s lifting cost (calculated as Operating costs divided by total production for the period) for the year ended on December 31, 2024, was updated to 4.7 $/boe (compared to the 4.1 $/boe previously reported).

 

5

Pro Forma Statement of Financial Position

(Amounts expressed in thousands of U.S. dollars)

 

		As of March 31, 2025
		Vista Argentina				PEPASA				PEPASA Pro forma adjustments				Vista Argentina + PEPASA Pro forma Consolidated
Assets
Noncurrent assets
Property, plant and equipment			3,008,453				1,594,064				—				4,602,517
Goodwill			36,244				—				—				36,244
Other intangible assets			15,139				—				—				15,139
Right-of-use assets			89,226				499				—				89,725
Biological assets			11,408				—				—				11,408
Investments in associates			49,930				—				—				49,930
Trade and other receivables			387,159				133,014				—				520,173
Deferred income tax assets			75,353				36,682				(32,527	)			79,508
Total noncurrent assets			3,672,912				1,764,259				(32,527	)			5,404,644
Current assets
Inventories			16,044				1,451				—				17,495
Trade and other receivables			246,801				188,072				—				434,873
Cash, bank balances and other short-term investments			597,872				58,132				(599,687	)			56,317
Total current assets			860,717				247,655				(599,687	)			508,685
Total assets			4,533,629				2,011,914				(632,213	)			5,913,330
Equity and liabilities
Equity
Total equity			1,669,425				1,446,429				(1,243,955	)			1,871,899
Liabilities
Noncurrent liabilities
Provisions			28,341				12,013				—				40,354
Defined benefit plan			16,045				—				—				16,045
Borrowings			1,524,832				—				300,000				1,824,832
Lease liabilities			33,485				184				—				33,669
Salaries and payroll taxes			25,973				—				—				25,973
Trade and other payables			77,118				195,012				311,742				583,872
Total noncurrent liabilities			1,705,794				207,209				611,742				2,524,745
Current liabilities
Provisions			4,037				—				—				4,037
Salaries and payroll taxes			20,896				562				—				21,458
Borrowings			182,191				50,505				—				232,696
Lease liabilities			42,633				410				—				43,043
Income tax liability			427,186				116,859				—				544,045
Other taxes and royalties			36,241				7,733				—				43,974
Trade and other payables			445,226				182,207				—				627,433
Total current liabilities			1,158,410				358,276				—				1,516,686
Total liabilities			2,864,204				565,485				611,742				4,041,431
Total equity and liabilities			4,533,629				2,011,914				(632,213	)			5,913,330

 

6

Definitions and Methodology

 

•

The information included herein regarding estimated quantities of proved reserves as of December 31, 2024 is derived from the reports dated January 27, 2025 and May 22, 2025, prepared by DeGolyer and MacNaughton for Vista’s concessions located in Argentina and Mexico and for La Amarga Chica concession, respectively.

 

•

Oil and NGL include crude oil and condensate, C5+ and NGL; NGLs represent 5.5% of PEPASA total reserves and less than 1% of Vista total reserves (before the PEPASA Acquisition).

 

•

Natural gas consumption represented 10% of PEPASA’s total natural gas reserves (consumption plus natural gas sales) as of December 31, 2024.

 

•

Net production volumes are measured based on PEPASA’s working interest. There was no production due to others during the applicable periods.

 

•

Units:

 

•

$MM: million U.S. Dollars

 

•

Bbl: barrels

 

•

Bbl/d: barrels per day

 

•

Boe: barrels of oil equivalent

 

•

Boe/d: Barrels of oil equivalent per day

 

•

Mcf: thousand cubic feet

 

•

MMm3: million cubic meters

 

•

MMboe: million barrels of oil equivalent

 

•

Conversion metrics:

 

•

1 cubic meter of oil = 6.2898 barrels of oil

 

•

1,000 cubic meters of gas = 6.2898 barrels of oil equivalent

 

•

Note on the tables of this document. Totals in tables might not add-up to the components of the individual lines due to rounding.

 

7

Forward-Looking Statements

Any statements contained herein or in the attachments hereto regarding Vista that are not historical or current facts are forward-looking statements. These forward-looking statements convey Vista’s current expectations or forecasts of future events. Vista undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated events. Forward-looking statements regarding Vista involve known and unknown risks, uncertainties and other factors that may cause Vista’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and other applicable sections of Vista’s annual report filed with the SEC on Form 20-F and other applicable filings with the SEC and Vista’s latest annual report available on the Mexican Stock Exchange’s (Bolsa Mexicana de Valores, S.A.B. de C.V.) website: www.bmv.com.mx, the Mexican National Banking and Securities Commission’s (Comisión Nacional Bancaria y de Valores) website: www.gob.mx/cnbv and our website: www.vistaenergy.com.

Enquiries:

Investor Relations:

[email protected]

Argentina: +54 11 3754 8500

Mexico: + 52 55 1555 7104

 

8

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 2, 2025

 

VISTA ENERGY, S.A.B. DE C.V.
By:		/s/ Alejandro Cherñacov
Name:		Alejandro Cherñacov
Title:		Strategic Planning and Investor Relations Officer