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. 13 Table of Contents 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) 14 Table of Contents 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. 15 Table of Contents 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. 16 Table of Contents 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 17 Table of Contents 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. 18 Table of Contents 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. 19 Table of Contents 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. 20 Table of Contents 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. 21 Table of Contents 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. 22 Table of Contents 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. 23 Table of Contents 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. 24 Table of Contents 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 25 Table of Contents 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. 26 Table of Contents 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 27 Table of Contents 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 28 Table of Contents 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 29 Table of Contents 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. 30 Table of Contents 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. 31 Table of Contents 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. 32 Table of Contents 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 33 Table of Contents 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. 34 Table of Contents 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. 35 Table of Contents 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. 36 Table of Contents 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 37 Table of Contents 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. 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 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.” 38 Table of Contents 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. 39 Table of Contents 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” 40 Table of Contents 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 41 Table of Contents 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. 42 Table of Contents 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. 43 Table of Contents 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. 44 Table of Contents 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. 45 Table of Contents 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. 46 Table of Contents 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. 47 Table of Contents 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.” 48 Table of Contents 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 104th (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. 49 Table of Contents 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. 50 Table of Contents 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. 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.” 51 Table of Contents 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. 52 Table of Contents 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. 53 Table of Contents 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 54 Table of Contents 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. 55 Table of Contents 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. 56 Table of Contents 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. 57 Table of Contents 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 58 Table of Contents 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 59 Table of Contents 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. 60 Table of Contents