← Back to VIST filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
Vista Energy, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico. We were originally incorporated in Mexico on March 22, 2017.
Our principal executive offices are located at Torre Mapfre, 18th Floor, 243 Paseo de la Reforma Avenue, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Mexico City, 06500, Mexico. Our telephone number at this location is +52 (55) 1555-7104. Our website is http://www.vistaenergy.com. Information contained on, or accessible through, this website is not incorporated by reference in, and will not be considered part of, this annual report. The Securities and Exchange Commission (“SEC”) maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Recent Developments
Transaction to Acquire Equinor’s Assets in Vaca Muerta
On February 1, 2026, Vista Argentina and Vista entered into a series of agreements to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions (collectively, the “Equinor Transaction”):
(i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U., owner of 30% of the working interest in the Bandurria Sur block, by Vista and Vista Argentina as purchasers, with Equinor Argentina A.S. as the seller;
(ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, between Vista and Vista Argentina as purchasers and Equinor Argentina B.V. Sucursal Argentina (jointly with Equinor Argentina A.S., the “Equinor Asset Sellers”), as seller; (paragraphs (i) and (ii), collectively, the “Equinor Acquisitions”);
(iii) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and
(iv) the assignment to YPF of a 15.0% working interest over Bajo del Toro (paragraphs (iii) and (iv), collectively, the “Equinor Assignments”).
The payment due at closing for the Equinor Acquisitions (net of the Equinor Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares at a price of US$52.2 per ADS, which price was calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments.
Additionally, the Equinor Acquisitions (net of the Equinor Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest.
Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements.
Objectives of the Equinor Transaction
Through the Equinor Transaction, Vista aims to incorporate low-cost, high-margin, high-return cash-generating assets. These assets combine significant growth potential with barrels in production, supporting Vista’s free cash flow generation.
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Vista expects to materially increase its scale by incorporating an asset with proven reserves as of December 31, 2024, of 54.0 MMboe (at Vista’s 25.1% working interest in Bandurria Sur and 35.0% in Bajo del Toro), according to the SdE, compared to Vista’s proven reserves of 375.2 MMboe as of December 31, 2024. Average production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 21,203 boe/d (at Vista’s working interest), which represents a meaningful increase in scale compared to Vista’s 135,414 boe/d for the same period. Average oil production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 17,665 boe/d (at Vista’s working interest). During 2025, 69% of the oil production volumes from the Equinor Transaction Assets were exported.
Vista also expects to significantly enhance its asset portfolio by adding 27,733 net acres with an inventory that, according to our estimates, has approximately 243 net wells ready to drill (105 net wells at a 25.1% interest in Bandurria Sur and 139 net wells at a 35.0% interest in Bajo del Toro) in the core area of Vaca Muerta.
Additionally, Vista expects to incorporate operational synergies, based on the proximity of Bandurria Sur and Bajo del Toro to its blocks in Vaca Muerta, which could translate into potential savings related to processing capacity, transportation capacity, and other oil services, and leveraging on to the successful acquisition and joint venture with YPF in La Amarga Chica.
Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d.
Indebtedness
On January 30, 2026, Vista Argentina entered into the 2026 Credit Agreement with Banco Santander, S.A. Citicorp North America, Inc and Itau Unibanco S.A., Nassau Branch, as lenders, for an aggregate principal amount of up to US$600 million. The 2026 Credit Agreement had a four-year term and was guaranteed by Vista. The 2026 Credit Agreement was entered into to potentially fund a portion of the purchase price of the Equinor Transaction. The 2026 Credit Agreement was terminated on April 8, 2026, as a result of Vista Argentina receiving the proceeds of the 2038 Notes (as defined below) to fund the purchase price of the Equinor Transaction. Vista Argentina did not borrow any funds under the 2026 Credit Agreement before its termination.
On April 8, 2026, Vista Argentina issued US$500,000,000 in aggregate principal amount of 7.875% senior notes due 2038 (the “2038 Notes”), which are governed by New York law. The 2038 Notes were issued by Vista Argentina, Vista’s main subsidiary. The offering of the 2038 Notes was conducted in the United States and other foreign jurisdictions pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended, under the global program for the issuance of simple non-convertible debt securities (obligaciones negociables simples no convertibles en acciones) approved by the Shareholders’ Meetings of Vista Argentina held on May 7, 2019, May 7, 2024, October 29, 2024 and February 2, 2026. The 2038 Notes have an average weighted life of eleven years. Principal installments will be made on the tenth, eleventh and twelfth anniversaries of April 8, 2026.
In addition to the above, between December 31, 2025 and the date of this annual report, Vista also (i) incurred US$955 million, and (ii) repaid existing indebtedness facilities for US$341 million.
Acambuco Divestiture Agreement
On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment.
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BUSINESS OVERVIEW
We are an independent Latin American, shale oil-focused company operating since April 4, 2018. We own high-quality, low-operating cost, high-margin producing assets in Argentina, spanning approximately 228,800 net acres across Vaca Muerta, the largest shale oil and gas play under development outside North America. Most of our production and revenues, our ongoing drilling and workover activities, our oil producing wells, estimated proved reserves and assets are located in Argentina. As of the date of this annual report, we are the largest independent oil producer and the largest oil exporter in Argentina, as determined by the SdE.
We seek to generate strong returns for our shareholders based on the following key value drivers:
Deep, ready-to-drill, short-cycle well inventory.
Our growth plan is based on developing our inventory in Vaca Muerta in line with the highest efficiency and safety standards. As of December 31, 2025, we had a total inventory of 1,653 wells (including 1,302 ready-to-drill locations and 351 net wells on production as of December 31, 2025), out of which 675 wells are in Bajada del Palo Oeste, 323 in La Amarga Chica (net at our 50% working interest), 175 in Bajada del Palo Este, 150 in Aguada Federal, 150 in Bandurria Norte, 100 in Águila Mora and 80 in Coirón Amargo Norte.
As of December 31, 2025, we had tied-in 153 wells in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (net at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal and two wells in Águila Mora. During the year ended December 31, 2025, we tied-in 74 net wells, representing a 48% increase compared to the year ended December 31, 2024. This activity boosted our production to 135.4 Mboe/d during the fourth quarter of 2025, up from 24.5 Mboe/d in 2018. Our proved certified reserves increased to 588.1 MMboe as of December 31, 2025, equivalent to 14 years of production and an implied reserve replacement ratio of 605%.
Peer-leading operating performance.
We believe the productivity of our new wells demonstrates the quality of our Vaca Muerta acreage. The 365-day performance of our wells drilled until year-end 2024 compares favorably with horizontal oil wells drilled in Vaca Muerta and in Permian during 2018 and 2024, as shown in the chart below. We believe this reflects the quality of our acreage and our leading operating performance among peers.
Production growth driven by Vaca Muerta development, our rebased cost structure and our focus on operational efficiency have led to the decrease of lifting cost to US$4.4/boe in 2025 from US$13.9/boe in 2018.
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Additionally, we have reduced our D&C costs in Bajada del Palo Oeste from US$16.6 million per well in 2019 to US$14.2 million per well in 2024 and US$12.1 million per well during the second half of 2025.
Robust balance sheet and financial performance.
Based on a benchmarking analysis against peers in the Argentine, Latin American and U.S. shale energy spaces, we believe we are a Company with a history of comparatively low debt leverage ratios, high Adjusted EBITDA Margins and high ROACE. Cash and cash equivalents at the end of 2025 was US$538.4 million. During the year 2025, net income for the year totaled US$719.1 million. The Adjusted EBITDA for 2025 was US$1,596.3 million resulting in an Adjusted EBITDA Margin of 64% (or 65% if sea freight selling expenses were subtracted from revenue from contract with customers). Additionally, net leverage ratio as of December 31, 2025, was 1.6x and ROACE was 29% for 2025.
A model based on operational excellence.
We aim to develop our business in a sustainable way. We aspire to reduce our operating scope 1 and 2 GHG emission intensity to 7 kgCO2e/boe in 2026, representing a reduction of approximately 80% compared to 2020. During 2025, we reduced the intensity of scope 1 and 2 GHG emissions by 23% year-over-year, from 8.8 kgCO2e/boe to 6.8 kgCO2e/boe, placing Vista’s GHG emissions intensity in the top decile among global E&P companies. We are also executing a portfolio of NBS projects through our subsidiary Aike, in Argentina. By 2026, we expect to have generated enough carbon credits through our NBS projects across different regions of Argentina to match the size of our residual carbon footprint.
Additionally, safety is a bedrock of our Company, and we aim to operate with the highest oil and gas industry standards in accordance with the International Association of Oil and Gas Producers (“IOGP”) and the global oil and gas industry association for environmental and social issues (“IPIECA”). In 2025, we recorded a TRIR of 0.8 which was below 1.0 for the sixth consecutive year. Furthermore, in 2025 we recorded no major oil spill incidents.
Our Operations
The following map illustrates the location of our concessions in Argentina as of the date of this annual report(1) :
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(1) Assets transferred to Tango (as defined below, effective on March 1, 2023) and Acambuco concession, not shown on this map.
As of December 31, 2025, our portfolio of assets included six operated blocks in Vaca Muerta (holding approximately 205,600 net shale oil acres), one non-operated block in Vaca Muerta (holding approximately 23,200 shale oil net acres) and one non-operated conventional block in the Noroeste basin in Argentina. Additionally, effective March 1, 2023, Vista transferred the operatorship of six conventional blocks to Tango (see below section “Item 4—Information on the Company—Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta”). On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report.
During 2025, our average daily production was 115.5 Mboe/d. Additionally, as of December 31, 2025, our total proved reserves were 588 MMboe, all located in Argentina, of which 89% consisted of oil. During the fourth quarter of 2025, our total production was 135.4 Mboe/d and our shale production was 131.7 Mboe/d.
The following table presents information on our concessions as of December 31, 2025, and estimated reserves and production:
Block Gross acres Net acres Interest Operator Net proved reserves as of Dec. 31, 2025 (MMboe) Average net production for the year ended Dec. 31, 2025 (Mboe/d) Concession Expiration
Argentina
Neuquina Basin
Bajada del Palo Oeste 62,641 62,641 100 % Vista 285.26 58.8 2053
La Amarga Chica (1) 46,404 23,202 50 % YPF 151.34 32.9 2049
Bajada del Palo Este 48,853 48,853 100 % Vista 98.30 13.8 2053
Aguada Federal 24,058 24,058 100 % Vista 48.99 4.9 2050
Águila Mora 23,475 21,128 90 % Vista 0.15 0.6 2054
Bandurria Norte 26,404 26,404 100 % Vista — 0.1 2050
Entre Lomas Río Negro 83,349 — (3) — (3) Tango 1.93 1.6 2036
Jagüel de los Machos 48,359 — (3) — (3) Tango 0.69 1.0 2035
25 de Mayo–Medanito SE 32,247 — (3) — (3) Tango 0.74 0.7 2036
Entre Lomas Neuquén 99,665 — (3) — (3) Tango 0.14 0.4 2026
Charco del Palenque 47,963 — (3) — (3) Tango 0.15 — 2034
Jarilla Quemada (2) 47,617 — (3) — (3) Tango 0.08 0.2 2040
Coirón Amargo Norte 26,598 22,508 84.6 % Vista — 0.0 2037
Noroeste Basin
Acambuco 293,747 4,406 1.5 % Pan American 0.35 0.1 2036/2040
Mexico
CS-01 (4) 14,332 14,332 100 % Vista — 0.4 2047
(1) As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See“La Amarga Chica Acquisition”
(2) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).
(3) Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
(4) On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the Mexican Secretariat of Energy (“SENER” by its acronym in Spanish), which is pending confirmation to the date of issuance of this annual report.
Transaction to Acquire Equinor’s Assets in Vaca Muerta
On February 1, 2026, Vista Argentina and Vista entered into a series of agreements to acquire a 25.1% non-operated working interest in the Bandurria Sur block and a 35.0% non-operated working interest in the Bajo del Toro block, as well as certain related midstream agreements, through the following transactions:
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(i) the acquisition of 100% of the capital stock of Equinor Argentina S.A.U., owner of 30% of the working interest in the Bandurria Sur block, by Vista and Vista Argentina as purchasers, with Equinor Argentina A.S. as the seller;
(ii) the acquisition of 50% of the non-operating working interest in the Bajo del Toro Norte block, between Vista and Vista Argentina as purchasers and Equinor Argentina B.V. Sucursal Argentina, as seller;
(iii) the sale to YPF of 16.3% of the capital stock of Equinor Argentina S.A.U., equivalent to a 4.9% working interest in Bandurria Sur; and
(iv) the assignment to YPF of a 15.0% working interest over Bajo del Toro.
The payment due at closing for the Equinor Acquisitions (net of the Equinor Assignments) will be approximately US$712 million, which shall be paid as follows: (a) an estimated upfront payment inclusive of tax gross-ups of US$387 million in cash and (b) the delivery of 6,223,220 American Depositary Shares representing Vista’s series A shares at a price of US$52.2 per ADS, which price was calculated as the volume-weighted average trade price per share of the ADSs on the NYSE for the last 20 trading days up to and including January 30, 2026. Such consideration shall be subject to cash, debt, working capital, contributions, leakages and other customary adjustments.
Additionally, the Equinor Acquisitions (net of the Equinor Assignments) provide for a contingent purchase price payable, if applicable, by Vista in five annual installments. Such contingent consideration, inclusive of tax gross-up and adjustments, will be calculated on an annual basis, based on the annual working interest production of both acquired assets multiplied by a price per barrel equal to the average Brent price of the preceding year minus US$65 per barrel, with no payment due at or below US$65 per barrel Brent and a cap of US$15 per barrel at or above US$80 per barrel Brent. The contingent consideration shall bear no interest.
Following the Equinor Transaction, Vista will own 83.7% of the capital stock of Equinor Argentina S.A.U. and will consolidate its results in Vista’s financial statements.
Objectives of the Equinor Transaction
Through the Equinor Transaction, Vista aims to incorporate low-cost, high-margin, high-return cash-generating assets. These assets combine significant growth potential with barrels in production, supporting Vista’s free cash flow generation.
Vista expects to materially increase its scale by incorporating an asset with proven reserves as of December 31, 2024, of 54.0 MMboe (at Vista’s 25.1% working interest in Bandurria Sur and 35.0% in Bajo del Toro), according to the SdE, compared to Vista’s proven reserves of 375.2 MMboe as of December 31, 2024. Average production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 21,203 boe/d (at Vista’s working interest), which represents a meaningful increase in scale compared to Vista’s 135,414 boe/d for the same period. Average oil production from Bandurria Sur and Bajo del Toro during the fourth quarter of 2025, according to the SdE, was 17,665 boe/d (at Vista’s working interest). During 2025, 69% of the oil production volumes from the Equinor Transaction Assets were exported.
Vista also expects to significantly enhance its asset portfolio by adding 27,733 net acres with an inventory that, according to our estimates, has approximately 243 net wells ready to drill (105 net wells at a 25.1% interest in Bandurria Sur and 139 net wells at a 35.0% interest in Bajo del Toro) in the core area of Vaca Muerta.
Additionally, Vista expects to incorporate operational synergies, based on the proximity of Bandurria Sur and Bajo del Toro to its blocks in Vaca Muerta, which could translate into potential savings related to processing capacity, transportation capacity, and other oil services, and leveraging on to the successful acquisition and joint venture with YPF in La Amarga Chica.
Likewise, the Equinor Transaction implies a significant increase in Vista’s crude oil transportation capacity by approximately 18,000 bbl/d.
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La Amarga Chica Acquisition
On April 15, 2025, Vista and Vista Argentina, as purchasers (the “PEPASA Acquirers”), entered into a sale and purchase agreement (the “PEPASA Sale and Purchase Agreement”) with Petronas Carigali Canada B.V. and Petronas Carigali International E&P B.V., as sellers (the “PEPASA Sellers”), to acquire 100% of Vista LACH’s capital stock (the “La Amarga Chica Acquisition”). The purchase price for the acquisition of Vista LACH is comprised of (i) US$900 million in cash (subject to the price adjustment mechanism provided for in the PEPASA Sale and Purchase Agreement), (ii) US$300 million in deferred cash payments payable on two equal installments of US$150 million on April 15, 2029 and April 15, 2030, at zero interest rate and (iii) US$300 million in Vista’s ADSs. Pursuant to the terms and conditions set forth in the PEPASA Sale and Purchase Agreement, the sale and purchase of Vista LACH’s shares was consummated on April 15, 2025.
The La Amarga Chica Acquisition grants Vista Argentina a 50% working interest in the La Amarga Chica unconventional concession, located in Vaca Muerta, and adjacent to Aguada Federal and Bajada del Palo Oeste concessions. La Amarga Chica spans across 46,404 acres and, as of December 31, 2025, had 246 wells in production, with a daily output of 79,543 bbl/d at 100% working interest, of which 71,471 barrels were oil for the three-month period ended December 31, 2025.
On December 10, 2014, YPF and Vista LACH’s predecessor entered into a joint venture agreement (the “JV Agreement”), which is duly registered with the Argentine commercial registry. The main purpose of the JV Agreement is the exploration, evaluation, development and exploitation of hydrocarbons in the La Amarga Chica unconventional exploitation concession. From April 15, 2025, Vista Argentina took over Vista LACH’s contractual position in the JV Agreement.
Additionally, for the development of La Amarga Chica, Vista LACH’s predecessor agreed to a Joint Operating Agreement (“JOA”) on September 24, 2019 with YPF, the operator of the concession, which establishes the terms and conditions regarding the development of the block, the “sole risk” operations regime, issues related to the treatment and transportation of hydrocarbons, and the decommissioning system of facilities. Starting April 15, 2025, Vista Argentina assumed Vista LACH’s contractual position in the JOA.
Vista LACH has transportation capacity of approximately 57,000 bbl/d of crude oil transportation capacity and 48,000 bbl/d of crude oil export dispatch capacity in various midstream projects. Additionally, Vista LACH has a maximum transportation capacity of approximately 49,000 bbl/d in Vaca Muerta Oleoducto Centro (“VMOC”). See “Business Overview—Concessions—La Amarga Chica.”
Moreover, since April 2023, Vista LACH has benefited from the provisions under the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) granted under Decree 929/2013 (as amended). See “Argentina’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Argentina.” Therefore, Vista LACH is entitled to:
(i) freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and
(ii) no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such export.
The La Amarga Chica Acquisition was approved by Vista’s shareholders on March 3, 2025 and by its board of directors on April 11, 2025. To fund the cash portion of the purchase price of the La Amarga Chica Acquisition, the Acquirers used existing funds and proceeds from a credit agreement entered into between Vista Argentina, as borrower, and Banco Santander, S.A., as lender, for a total amount of US$300 million (the “Bridge Loan”). The Bridge Loan had a term of four years and was guaranteed by Vista. The Bridge Loan was repaid in June 2025 and cancelled.
The sale and purchase of Vista LACH does not contractually contemplate as a closing condition the obtainment of antitrust approvals from the Argentine Antitrust Authorities. However, given that Argentine law requires the Acquirers to obtain the relevant antitrust approvals, the Acquirers submitted the corresponding filing on April 22, 2025, which was granted by the authorities on August 22, 2025.
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On April 16, 2025, the Acquirers notified Vista LACH’s change of control to the SdE and the Subsecretariat of Energy, Mining and Hydrocarbons of the Province of Neuquén (Subsecretaría de Energía, Minería e Hidrocarburos de la Provincia de Neuquén). Additionally, Vista LACH obtained all required corporate registrations with the Public Registry (Inspección General de Justicia) and performed the applicable filings with the Argentine tax authorities. Vista LACH is up to date with all corporate filing requirements as agreed in the PEPASA Sale and Purchase Agreement.
Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta
On February 23, 2023, Vista announced a two-phase transaction (the “Conventional Assets Transaction”), which is a two-phase transaction between Vista Argentina and Tango Energy S.A. (“Tango”, previously known as Petrolera Aconcagua Energía S.A.) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.
Under the terms of the Conventional Assets Transaction, effective March 1, 2023:
(i) Tango became the operator of the following exploitation concessions in the Neuquina Basin located in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito, located in the Province of Río Negro (“CAT Exploitation Concessions”). Additionally, Tango became the operator of the following transportation concessions: the Entre Lomas gas transportation concession, the Jarilla Quemada gas transportation concession, and the 25 de Mayo–Medanito crude oil transportation concession (“CAT Transportation Concessions,” and together with the CAT Exploitation Concessions, the “CAT Concessions”);
(ii) Tango paid Vista Argentina US$26.47 million in cash (US$10.00 million on February 15, 2023, US$10.73 million on March 1, 2024, US$5.73 million on February 28, 2025);
(iii) Vista Argentina retained 40% of the crude oil and natural gas production (as further amended, as explained below), and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Tango paying all costs, taxes, and royalties) until the earlier of (a) the final closing date on February 28, 2027 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m3 of natural gas. On the other hand, Tango is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions (as further amended, as explained below);
(iv) Tango will pay 100% of Vista Argentina’s share of the capex, opex, royalties, taxes, and any other costs associated with the CAT Exploitation Concessions;
(v) Vista Argentina had the right to purchase from Tango up to Tango’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per MMBtu until the final closing date on February 28, 2027 (as further amended, as explained below);
(vi) Vista Argentina and Tango agreed to work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina;
(vii) Vista Argentina and Tango will work jointly with the Provinces of Río Negro and Neuquén to negotiate an extension of the exploitation and transportation concession titles governing the CAT Concessions, including an upfront payment and an investment commitment, as per the terms set forth in the applicable regulation in Argentina;
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(viii) Vista Argentina retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources;
(ix) Vista Argentina and Tango have signed an agreement whereby Vista Argentina will treat and transport 100% of the crude oil produced in the CAT Exploitation Concessions (except for 25 de Mayo–Medanito and Jagüel de los Machos) until the expiration of the concession titles (including the potential 10-year extension); and
(x) Vista Argentina remains concession title holder until no later than the final closing date on February 28, 2027, when the CAT Concessions will be transferred to Tango, subject to provincial approvals.
The Entre Lomas crude oil transportation concession, which includes an oil treatment plant geographically located in the Entre Lomas Río Negro concession and a net book value of US$20 million as of December 31, 2022, was excluded from the Conventional Assets Transaction.
In December 2024, Vista Argentina and Tango entered into an amendment to the terms of the Conventional Assets Transaction, effective October 1, 2024, that included the transfer of ownership of the 60% share of the natural gas produced by the CAT Exploitation Concessions from Tango to Vista Argentina. Under the original agreement, this share in natural gas production was held by Tango and sold to Vista at a fixed price of US$1 per MMBtu. As a result of the amendment, starting on October 1, 2024, Vista Argentina retains 100% of natural gas, liquefied petroleum gas, gasoline, and condensate production and reserves, in both cases with respect to the CAT Exploitation Concessions.
In August 2025, Vista Argentina and Tango entered into a new amendment to the Conventional Assets Transaction, effective September 1, 2025. Under this amendment, Vista Argentina is entitled to 20% of crude oil production and reserves, and 100% of natural gas and LPG and condensates production and reserves of the CAT Exploitation Concessions until the earlier of (a) February 28, 2029 and (b) the date in which Vista Argentina receives a cumulative production of 4 million barrels of crude oil and 300 million m3 of natural gas.
Trafigura Agreement
On June 28, 2021, Vista Argentina formed an unincorporated joint venture with Trafigura for the joint development of five pads, each consisting of four wells at Bajada del Palo Oeste, effective July 1, 2021 (“Farm-out Agreement I”). Under the Farm-out Agreement I, Trafigura had a contractual right to 20% of the hydrocarbon production and an obligation to cover 20% of the capital expenditures, royalties, and direct taxes. In turn, Trafigura paid Vista Argentina a total of US$25 million in instalments and a fee for various costs. Vista Argentina retains 80% of the hydrocarbon production rights and paid 80% of the associated costs. Trafigura also had an option to participate in two additional pads under similar terms. As of the date of this annual report, seven pads comprising 28 wells have been completed under the Farm-out Agreement I.
On October 11, 2022, Vista Argentina entered into a similar joint venture with Trafigura for the development of three additional pads at Bajada del Palo Oeste, effective October 1, 2022 (“Farm-out Agreement II,” and together with the Farm-out Agreement I, the “Farm-out Agreements”). Under the Farm-out Agreement II, Trafigura had contractual right to 25% of the hydrocarbon production and an obligation to cover 25% of the capital expenditures and related costs, royalties, and direct taxes. In turn, Trafigura also agreed to pay Vista Argentina US$1,700,000 per tied-in well and additional fees based on production and crude oil price improvements. Vista retained 75% of the production rights and paid 75% of the costs. The Farm-out Agreement II also extended a crude oil sales and purchase agreement with Trafigura. As of the date of this annual report, three pads with 12 wells have been completed under the Farm-out Agreement II.
On December 16, 2024, Vista Argentina agreed to assume Trafigura’s interest in the Farm-out Agreements, effective January 1, 2025 (the “Trafigura Agreement”). As a result, as of the date of this annual report, Vista Argentina holds rights to 100% of the production from the pads subject to the terms in the Trafigura Agreement. Under the Trafigura Agreement, Vista Argentina will pay Trafigura US$128 million in 48 consecutive monthly installments through December 2028.
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Additionally, Vista Argentina and Trafigura entered into a crude oil marketing agreement, effective from January 1, 2025, to December 31, 2028, pursuant to which Vista Argentina will sell 10,000 m³ of crude oil per month to Trafigura. The amounts payable by Trafigura under the crude oil marketing agreement will be offset against Vista Argentina’s obligations under the Trafigura Agreement.
As of December 31, 2025, Vista, through Vista Argentina, had offset US$28 million against the liability under the Trafigura Agreement.
Vaca Muerta Oleoducto Sur Project
On December 16, 2024, Vista Argentina announced its participation as a shareholder in VMOS S.A. (“VMOS”), alongside YPF, Pampa, and Pan American Sur, in connection with the Vaca Muerta Oleoducto Sur Project. Between December 20, 2024 and March 7, 2025, Pluspetrol, Chevron (through two subsidiaries), Shell Argentina (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation as shareholders in VMOS (collectively, the “VMOS Shareholders”).
On December 13, 2024, Vista Argentina, YPF, Pampa, and Pan American Sur unanimously approved the construction of the Vaca Muerta Oleoducto Sur crude oil export pipeline (“VMOS Project”). The VMOS Project is expected to span approximately 437 kilometers and will include a loading and unloading terminal with interconnected monobuoys, as well as a tank and storage yard.
The VMOS Project is expected to have an initial transportation capacity of up to 550,000 bbl/d during commercial operations, with the potential to expand to 700,000 bbl/d if required (“VMOS Project Expansion”). As of the date of this annual report, the project progress is estimated at 50%, and according to the current construction schedule, commercial operations are expected to commence by mid-2027. The VMOS Shareholders have committed an aggregate volume of approximately 490,000 bbl/d of capacity.
The estimated total investment required for the VMOS Project is approximately US$3 billion, which is expected to be financed through capital contributions from the VMOS Shareholders and US$2 billion of third-party financing, which has been secured by VMOS.
Vista Argentina holds a minority equity interest in VMOS and has secured firm transportation, storage, and dispatch capacity in the VMOS Project for 50,000 bbl/d, with an option to increase its capacity allocation in the event of the VMOS Project Expansion. On December 13, 2024, Vista Argentina entered into a firm crude oil transportation agreement with VMOS under the terms of Decree No. 115/2019, securing the terms and conditions for the transportation, storage, and dispatch of crude oil.
VMOS is developing the VMOS Project under the RIGI, in accordance with the provisions of the Ley de Bases, Decree No. 794/2024, and other applicable Argentine regulations, and is therefore classified as a “strategic long-term export project.”
On July 8, 2025, VMOS entered into a syndicated loan agreement for US$2 billion to finance the construction of the VMOS Project. The syndicated loan has a five-year term, bears interest at SOFR plus 5.5%, and will finance approximately 70% of the total project capital requirements, with the remaining 30% to be contributed by the VMOS Shareholders.
Main Subsidiaries
Vista Energy Argentina S.A.U.
Vista Energy Argentina S.A.U. (formerly “Vista Oil & Gas Argentina S.A.,” and prior thereto “Petrolera Entre Lomas S.A.”) is an Argentine company with offices in Buenos Aires and Neuquén. As of December 31, 2025, Vista Argentina held working interests in the following concessions: (i) 100% working interest in the exploitation
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concessions Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Bandurria Norte, located in the Province of Neuquén, (ii) 84.62% working interest in the exploitation concession Coirón Amargo Norte, located in the Province of Neuquén, (iii) 90% working interest in the unconventional exploitation concession Águila Mora, located in the Province of Neuquén, and (v) 1.50% non-operating working interest in the exploitation concession Acambuco, located in the Province of Salta, operated by Pan American Energy LLC (Argentine Branch) (“Pan American”). As a result of the Conventional Assets Transaction, Vista Argentina transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.” As of December 31, 2025, Vista Argentina had 529 direct employees.
Vista Energy LACH S.A. (Vista LACH)
Vista Energy LACH S.A. (formerly known as Petronas E&P Argentina S.A.) is a company organized and existing under the laws of Argentina dedicated to the E&P of hydrocarbons and the commercialization of oil, natural gas and NGL. As of December 31, 2025, Vista LACH held a 50% non-operating working interest in the exploitation concession La Amarga Chica, located in the Province of Neuquén, operated by YPF. As of December 31, 2025, Vista LACH had 9 direct employees.
Vista Energy Holding I, S.A. de C.V.
Vista Energy Holding I, S.A. de C.V. (formerly, “Vista Oil & Gas Holding I, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of, among other things, participating as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. As of December 31, 2025, it held a 100% interest in Vista Argentina and a 100% indirect interest in Aluvional S.A. As of December 31, 2025, Vista Holding I had no employees.
Vista Energy Holding II, S.A. de C.V.
Vista Energy Holding II, S.A. de C.V. (formerly, “Vista Oil & Gas Holding II, S.A. de C.V.”) is a Mexican company with administrative offices in Mexico City incorporated for purposes of exploring and extracting hydrocarbons in Mexico, as well as to participate as a partner, shareholder or investor in all kinds of businesses or entities, whether commercial or civil, associations, trusts, or of any other nature, whether Mexican or foreign, from their inception or by acquiring shares, equity interests or other kind of interests, regardless of the name they are given, in all kind of corporations, as well as carrying-out any activities in the energy sector. It is the holder of 100% working interests in the CS-01 block. On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report. As of December 31, 2025, Vista Holding II had 12 employees.
Vista Energy International S.A.
VEISA is a company organized and existing under the laws of Uruguay, with offices in Punta del Este, dedicated to the commercialization of crude oil volumes in international markets. As of December 31, 2025, VEISA had 4 employees.
Aluvional S.A.
Aluvional S.A. is a company organized and existing under the laws of Argentina dedicated to the extraction of sand, stone, pebbles, granitic and/or calcareous materials and other natural resources that are used for the hydraulic stimulation of unconventional oil and gas exploitation, with operations in the Provinces of Neuquén and Río Negro. Aluvional S.A. holds 10-year term mining concessions of over 15 silica sand quarries located in the Province of Río Negro and one mining concession with an indefinite term over one silica sand quarry located in the Province of Neuquén, together with certain additional assets in the Province of Neuquén. Vista Holding I holds a 95% direct interest in Aluvional S.A. The remaining 5% interest is held by Vista Argentina. As of December 31, 2025, Aluvional S.A. had 19 employees.
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Corporate Reorganization
On December 20, 2024, the Board of Directors of Vista Argentina, Aleph Midstream, and Vista Holding VII S.A.U., along with the management (Gerencia) of AFBN, approved a preliminary merger agreement (“Preliminary Agreement”), pursuant to which the latter three entities would be absorbed by and merged into Vista Argentina, as the surviving entity (the “Corporate Reorganization”). Pursuant to the terms of the Preliminary Agreement, the Corporate Reorganization became effective on January 1, 2025. The Corporate Reorganization was undertaken for intragroup corporate reorganizational purposes.
For Argentine corporate law purposes, corporate reorganizations become effective upon the registration with the Public Registry, when the transfer of all assets and liabilities from the absorbed entities to the surviving entity becomes effective. The Corporate Reorganization was registered with the Public Registry on December 23, 2025. For Argentine tax purposes, the effective date of a merger determines the date from which the entities are considered to be operating jointly.
Argentina
Overview
During the year ended December 31, 2025, our production was concentrated in the Neuquina Basin, mostly in our development hub in Vaca Muerta.
As of December 31, 2025, we had 228,794 net acres located in the Vaca Muerta shale oil formation in six operated concessions and one non-operated concession: Bajada del Palo Oeste, Bajada del Palo Este, Águila Mora, Aguada Federal, Bandurria Norte, Coirón Amargo Norte and La Amarga Chica, respectively. As of that date, we operated 90% of our shale net acreage. As of December 31, 2025, we had 153 shale oil wells on production targeting the Vaca Muerta formation in Bajada del Palo Oeste, 153 net wells in La Amarga Chica (at our 50% working interest), 26 wells in Bajada del Palo Este, 17 wells in Aguada Federal, two wells in Águila Mora. This, coupled with La Amarga Chica Acquisition, boosted our shale production to 110.7 Mboe/d during 2025, up from 64.1 Mboe/d in 2024, also boosted by strong individual well performance.
As of December 31, 2025, we had a significant inventory of up to 1,302 ready-to-drill, short-cycle, drilling locations targeting the Vaca Muerta shale oil formation, which provides us with more than 15 years of drilling inventory at the current drilling pace. Our drilling inventory is currently located in the Bajada del Palo Oeste, La Amarga Chica, Bajada del Palo Este, Aguada Federal, Bandurria Norte, Águila Mora and Corión Amargo Norte blocks. We intend to expand our drilling inventory by testing additional landing zones. See “ —Drilling Activities.”
As of December 31, 2025, we also owned working interest in one non-operated conventional asset in the Noroeste Basin. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in the Neuquina basin, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
As of December 31, 2025, our total proved reserves in Argentina were 588.1 MMboe, of which 89% consisted of oil reserves. Our average daily production in Argentina for the year ended December 31, 2025, was 115.1 Mboe/d, of which 86.7% was crude oil, 12.9% natural gas and the remaining 0.5% was NGL. We have reduced our average lifting cost from US$4.6 per boe during the year ended December 31, 2024, to US$4.4 per boe for the year ended December 31, 2025.
Crude Oil Production and Natural Gas Production in Argentina
The tables below outline the average oil, gas and NGL net production, for the periods ended December 31, 2025, 2024 and 2023.
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Average net oil production (Mbbl/d)(1) for the year ended December 31, Average net gas production (MMm3/d)(1) for the year ended December 31, Average net NGL production (Mbbl/d)(1) for the year ended December 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023
Block
Neuquina Basin
Bajada del Palo Oeste 51.2 46.1 28.7 1.20 1.05 0.80 0.06 0.05 0.03
La Amarga Chica (2) 28.8 — — 0.64 — — — — —
Bajada del Palo Este 12.9 6.0 4.4 0.14 0.06 0.06 0.03 0.02 0.05
Aguada Federal 4.3 2.1 2.3 0.09 0.04 0.05 0.01 0.00 0.00
Águila Mora 0.4 0.7 1.2 0.03 0.04 0.02 0.00 — —
Bandurria Norte 0.1 0.0 — — — — — — —
Entre Lomas Río Negro (3) 0.3 0.9 1.1 0.09 0.9 0.08 0.34 0.20 0.27
Jagüel de los Machos (3) 0.5 0.7 1.0 0.08 0.05 0.05 0.00 — —
25 de Mayo–Medanito SE (3) 0.5 0.7 1.0 0.03 0.01 0.01 0.00 — —
Entre Lomas Neuquén (3) 0.7 0.4 0.4 0.02 0.01 0.02 0.06 0.02 0.06
Jarilla Quemada (3) (4) 0.1 0.1 0.1 0.02 0.01 0.01 0.03 0.00 0.01
Coirón Amargo Norte 0.0 0.1 0.2 0.00 0.00 0.00 0.00 — —
Charco del Palenque (3) (4) — — — — — — — — —
Noroeste Basin
Acambuco 0.0 0.0 0.0 0.02 0.01 0.02 0.06 — —
(1) Oil production is comprised of the production of crude oil, condensate and natural gasoline. Natural gas production excludes natural gas consumption. NGL production is comprised of the production of propane and butane (LPG) and excludes natural gasoline.
(2) As from April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “ —La Amarga Chica Acquisition.”
(3) Assets transferred to Tango, effective March 1, 2023. See “Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
(4) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).
Concessions
Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to prior authorization by the provincial executive branch where the concession is located. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities.
As of the date of this annual report, we have working interests in the following oil and gas concessions in Argentina:
Bajada del Palo Oeste
We are the operator and holder of 100% of the unconventional exploitation concession granted for the Bajada del Palo Oeste block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Oeste has 62,641 gross acres with exposure to core shale oil in the Vaca Muerta acreage. Our current drilling inventory targeting the Vaca Muerta shale oil formation amounts to up to 675 locations located in this concession. We intend to expand such drilling inventory by testing additional stacked pay zones.
This block has 284.9 MMboe of proved shale reserves and 0.3 MMboe of conventional reserves as of December 31, 2025. Production was 58.8 Mboe/d (of which 87% were oil) for the year ended December 31, 2025 and 61.6 Mboe/d for the fourth quarter of 2025. The 35-year term unconventional exploitation concession was granted to us in December 2019 and expires on December 19, 2053. In connection with the granting of such unconventional concession, as of December 31, 2025, we have already fulfilled the commitment to drill eight horizontal wells for a total investment of US$105.6 and US$14.7 million related facilities.
During the year ended December 31, 2025, we completed and tied-in nine pads (BPO-31 to BPO-39), adding 36 shale oil wells and taking the shale oil well count in Bajada del Palo Oeste to 153 at year-end. Total shale production of the block during the year ended December 31, 2025 increased to 58.5 Mboe/d. In November 2025, as a result of a successful pilot in an area of structural faults, we added 125 additional wells to the inventory.
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Bajada del Palo Este
We are the operator and holder of 100% of the exploitation concession granted for the Bajada del Palo Este block in the Neuquina Basin located in the Province of Neuquén. Bajada del Palo Este has 48,853 gross acres with exposure to shale oil Vaca Muerta acreage. We estimate there are up to 175 well locations to be drilled in this block, of which 25 were incorporated to the well inventory in 2025 as a consequence of the successful pilot drilled in Bajada del Palo Oeste.
The block had 98.2 MMboe of reserves (100% shale) as of December 31, 2025. Production from Bajada del Palo Este was 13.8 Mboe/d (of which 93% was oil) for the year ended December 31, 2025 and 13.8 Mboe/d for the fourth quarter of 2025.
During the year ended December 31, 2025, we completed and tied in three pads (BPE-8 and BPE-10), adding nine shale oil wells, therefore increasing the total number of shale oil wells in Bajada del Palo Este to 26 by year-end.
The 35-year term unconventional exploitation concession was granted on December 20, 2018, and expires on December 19, 2053. The unconventional exploitation concession includes a commitment to perform an initial pilot plan, during which Vista committed to (i) drill five new horizontal wells, and (ii) construct surface facilities, for a total investment of approximately US$51.9 million.
As of the date of this annual report, we have no pending commitments in this block.
Aguada Federal
Aguada Federal is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, covering approximately 24,058 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in Aguada Federal from ConocoPhillips Petroleum Holdings B.V. (“ConocoPhillips”). On January 7, 2022, we acquired an additional 50% non-operated working interest from Wintershall DEA Argentina S.A. and, therefore, as of such date, we became the operator and sole concession holder of the block.
The block had 49.0 MMboe of proved reserves, as of December 31, 2025. Production was 4.9 Mboe/d (of which 88% were oil) for the year ended December 31, 2025 and 7.4 Mboe/d for the fourth quarter of 2025.
As of December 31, 2025 we had tied-in 17 shale wells in the block. We estimate that there are up to 150 well locations to be drilled in this block. The concession expires on December 20, 2050.
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As of the date of this annual report, we have no pending commitments in this block.
Águila Mora
We are the operator and holder of a 90% participation interest in the unincorporated joint venture with Gas y Petróleo del Neuquén S.A. (“G&P”) (which owns the remaining 10% participation interest) for the unconventional exploitation concession over the Águila Mora block in the Neuquina Basin located in the Province of Neuquén, which covers approximately 23,475 gross acres. The block had 0.2 MMboe of proved reserves, as of December 31, 2025. Production was 0.6 Mboe/d (of which 71% were oil) for the year ended December 31, 2025 and 0.4 Mboe/d for the fourth quarter of 2025.
As of December 31, 2025, we had tied-in two shale wells in the block. We estimate there are up to 100 well locations to be drilled in this block. The concession expires on November 28, 2054.
On November 29, 2019, the Province of Neuquén issued the Decree No. 2597 pursuant to which G&P was granted an unconventional exploitation concession over the Águila Mora block for a term of 35 years (renewable upon termination and subject to certain conditions for successive 10-year extensions) in replacement of the existing exploration permit over the block.
G&P holds the mining rights over Águila Mora. Vista (i) holds a 90% working interest in a joint venture with G&P for the E&P of the hydrocarbons in Águila Mora; and (ii) is the operator of Águila Mora.
The abovementioned unconventional exploitation concession includes the commitment to perform an initial pilot, during which Vista committed to (i) return to production three wells previously drilled and completed by the former operator, (ii) drill two new horizontal wells, and (iii) build surface facilities, for a total investment of approximately US$32.8 million. As of the date of this annual report, we have no pending commitments.
Bandurria Norte
Bandurria Norte is an unconventional exploitation concession in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,404 gross acres. On September 16, 2021, we acquired a 50% non-operated working interest in the Bandurria Norte concession from ConocoPhillips. On January 17, 2022, we acquired an additional 50% working interest from Wintershall DEA Argentina S.A. and we became, as of such date, the operator and sole concession holder of the block.
As of December 31, 2025, the block had no proved reserves. Total production was 0.1 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025.
Since 2017, a total of four horizontal wells have been drilled in this concession, all of which proved hydrocarbon production, prior to being shut-in in 2019. We estimate there are up to 150 well locations to be drilled in this block. The concession expires in 2050. As of the date of this annual report, we have no pending commitments in this block.
Coirón Amargo Norte
We are the operator and holder of an 84.6% working interest in the unincorporated joint venture for the exploitation concession for Coirón Amargo Norte in the Neuquina Basin located in the Province of Neuquén, which covers approximately 26,598 gross acres.
As of December 31, 2025, this block had no proved reserves. Production was 0.008 Mboe/d (100% representing oil) for the year ended December 31, 2025, and nil for the fourth quarter of 2025.
The concession expires on February 22, 2037. Based on the solid productivity results of our pilot in Bajada del Palo Este, we have added 80 well locations to the drilling inventory in Coirón Amargo Norte.
As of the date of this annual report, there are no pending capital commitments in this block.
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La Amarga Chica
On April 15, 2025, as a result of the La Amarga Chica Acquisition, Vista Argentina, through Vista LACH, became the owner of the 50% non-operated working interest in La Amarga Chica, located in Vaca Muerta, Neuquén Province, which covers approximately 46,404 gross acres. The remaining 50% working interest corresponds to YPF, which is the operator of the block.
By Decree of the Province of Neuquén No. 2963/14, YPF was granted a concession for the unconventional exploitation of hydrocarbons on La Amarga Chica for a term of 35 years, expiring on December 19, 2049. Subsequently, by Decree No. 772/15 dated April 24, 2015, the Province of Neuquén authorized YPF, as holder of La Amarga Chica, to assign 50% of the total rights, titles and obligations to Vista LACH. As of the date of this annual report, there are no pending capital commitments in the block.
As of December 31, 2025, this block had 151.3 MMboe proved reserves at our 50% working interest. La Amarga Chica had a net production of 41.1 Mboe/d for the year ended December 31, 2025, of which 32.9 Mboe/d (88% of oil) were attributable to Vista considering consolidation since April 1, 2025, and 48.6 Mboe/d for the fourth quarter of 2025. We estimate that La Amarga Chica has 323 well locations in its inventory (at 50% working interest).
Acambuco
We hold a 1.5% working interest in the unincorporated joint venture for the exploitation concession for Acambuco in the Noroeste Basin located in the Province of Salta, which covers approximately 293,747 gross acres. The operator of this block is Pan American which holds a 52% interest. The remaining interests are held by YPF, which holds 22.5% interest, Shell Argentina, which holds 22.5%, and Northwest Argentina, which holds the remaining 1.5% interest.
As of December 31, 2025, this block had proved net reserves of 0.4 MMboe. Net production was 0.1 Mboe/d (10% representing oil) for the year ended December 31, 2025, and 0.1 Mboe/d for the fourth quarter of 2025. San Pedrito Exploitation lot under the Acambuco concession expires in 2036, whereas the Macueta Exploitation lot, also under the Acambuco concession, expires in 2040.
As of the date of this annual report, there are no pending capital commitments in this block.
On April 7, 2026, the Company, through its subsidiary Vista Argentina, entered into an agreement with Pan American Energy, S.L. Argentine Branch, for the assignment of a 1.5% non-operated interest in the conventional exploitation concession Acambuco. The assignment is subject to the fulfillment of certain conditions precedent, and the total price amounts to US$600,000, payable by Pan American Energy, S.L. Argentine Branch within 10 business days of the closing of such assignment.
CAT Exploitation Concessions
As a result of the Conventional Assets Transaction, effective March 1, 2023, Tango became the operator of the following concessions in the Neuquina basin, in Argentina: Entre Lomas Neuquén, located in the Province of Neuquén, and Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE, each located in the Province of Río Negro. Vista remains the concession title holder until no later than the final closing date on February 28, 2027, when the CAT Exploitation Concessions will be transferred to Tango, subject to provincial approvals. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
On December 6, 2024, pursuant to Decree No. 491/2024, the Province of Río Negro approved a 10-year extension in favor of Vista Argentina for its non-operated conventional exploitation concessions in the following areas: (i) Entre Lomas Río Negro and 25 de Mayo–Medanito SE, together with their associated transportation concessions, each extended until 2036; and (ii) Jagüel de los Machos, extended until 2035. In connection with the extension of these concessions, the Company assumed additional investment commitments, as described below.
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As of December 31, 2025, the Company had the following pending commitments, including those assumed under the terms of the above-mentioned concession extensions. In Entre Lomas, Río Negro, the Company is committed to drilling and completing four development wells with an estimated cost of US$10.5 million, executing 17 well workovers and abandoning 12 wells for an estimated cost of US$7.7 million, and investing in new and existing facilities for an estimated cost of US$3.1 million. In 25 de Mayo–Medanito SE and Jagüel de los Machos, the Company is committed to drilling and completing five development wells with an estimated cost of US$7.7 million, executing 11 well workovers and abandoning 19 wells for an estimated cost of US$6.6 million, and investing in new and existing facilities for an estimated cost of US$1.4 million. Pursuant to the Conventional Assets Transaction Agreement, Tango has assumed all investment commitments, as well as costs, taxes, and royalties related to the CAT Exploitation Concessions.
Vista retains the right to explore and develop the Vaca Muerta formation in the CAT Exploitation Concessions and seek to obtain one or more independent and separate unconventional concessions to develop such resources.
Overview of Exploitation Concessions in Argentina
For an overview of the framework governing oil and gas exploitation concessions in Argentina, see “ — Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina.”
Mexico
CS-01 Block
We hold a 100% interest in the license agreement originally entered into with CNH (and currently administered by SENER) for block CS-01. The block covers approximately 14,332 gross acres and is located in the state of Tabasco. As of December 31, 2025, the block had no proved reserves. During 2025, average production of CS-01 was 0.4 Mboe/d (97% representing oil). This license agreement will terminate in 2047. As of the date of this annual report, we have no pending investment commitments.
On November 6, 2025, Vista submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation as of the date of this annual report.
Oil and Natural Gas Reserves
Reserves
The information included in this annual report regarding proved reserves is derived from estimates of the proved reserves as of December 31, 2025, in the 2025 Reserves Report prepared by D&M. The 2025 Reserves Report is included as Exhibit 99.1 to this annual report.
D&M is an independent reserves engineering consultant. The 2025 Reserves Report is based on information provided by us and presents an appraisal as of December 31, 2025, of oil and gas reserves located in the Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal, Águila Mora, Bandurria Norte, Coirón Amargo Norte, Entre Lomas Río Negro, Entre Lomas Neuquén, Charco del Palenque, Jarilla Quemada, Jagüel de los Machos, 25 de Mayo–Medanito SE, Acambuco, and La Amarga Chica concessions, all of which are located in Argentina and of our oil and gas reserves located in the CS-01 block in Mexico.
We believe our evaluators’ estimates of remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
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The Company considers that its remaining estimated volumes of oil and gas proved recoverable reserves are fair and that these estimates were prepared according to SEC regulations and ASC 932, as amended. Consequently, crude oil prices used in determining proved reserves were the average price during the 12 months prior to the end date of December 31, 2025, and 2024, respectively, determined as an unweighted average of the first day of the month for each month within these periods. Moreover, since there are no natural gas prices available in the benchmark market in Argentina, we used the average gas prices for the previous year to determine gas reserves. In addition, for certain gas volumes, Vista will obtain an incentive price subsidized by the Argentine government through Plan GasAr round. A weighted average price is estimated for certain areas per subsidized and unsubsidized volume.
The following table sets forth summary information about the oil and natural gas net proved developed and undeveloped reserves of the assets owned by Vista in Argentina and Mexico as of December 31, 2025. The proved developed and undeveloped reserves estimates included below were calculated based on their respective working interest percentages.
Crude oil, condensate and NGL(1) (MMbbl) Consumption plus natural gas sales(2) (MMboe) Consumption plus natural gas sales(2) (Bcf) Total proved reserves (MMboe) % Oil
Net Proved developed: 208.4 24.1 135.2 232.5 90 %
Argentina 208.4 24.1 135.2 232.5 90 %
Mexico — — — — —
Net Proved undeveloped: 314.7 41.0 230.2 355.7 88 %
Argentina 314.7 41.0 230.2 355.7 88 %
Mexico — — — — —
Total Net Proved 523.0 65.1 365.2 588.1 89 %
Argentina 523.0 65.1 365.2 588.1 89 %
Mexico — — — — —
Total figures may not add up due to rounding.
(1) Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025, respectively.
(2) Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024.
As of December 31, 2025, the oil and gas proved reserves of the assets we own a total of 588.1 MMboe (523.0 MMbbl of oil, condensate and NGL and 365.3 Bcf, or 65.1 MMboe of gas). Proved developed reserves were 232.5 MMboe, whereas proved undeveloped reserves were 355.7 MMboe, representing 60% of our total proved reserves. As of December 31, 2025, our implied reserves replacement ratio was 605%, with a total of 698 booked net well locations, comprising 357 net well locations classified as proved developed and 341 as proved undeveloped, both including La Amarga Chica locations at 50% working interest. The organic reserve replacement ratio, that is, excluding the incorporation of reserves from La Amarga Chica Acquisition and the Trafigura Agreement, was 260%.
Total Proved Developed Total Proved Undeveloped Total Proved
Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved developed reserves Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved undeveloped reserves Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved reserves
(MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe)
Argentina:
Bajada del Palo Oeste 99.9 12.4 69.7 112.3 148.5 24.4 137.2 172.9 248.4 36.9 206.9 285.3
La Amarga Chica 77.2 7.0 39.5 84.2 61.7 5.4 30.3 67.1 138.9 12.4 69.7 151.3
Bajada del Palo Este 22.0 1.0 5.7 23.0 69.7 5.6 31.6 75.3 91.6 6.6 37.3 98.3
Aguada Federal 7.6 1.1 6.0 8.7 34.7 5.5 31.1 40.3 42.4 6.6 37.1 49.0
Entre Lomas Rio Negro 0.8 1.1 6.3 1.9 0.0 0.0 0.0 0.0 0.8 1.1 6.3 1.9
25 de Mayo–Medanito SE 0.3 0.4 2.5 0.7 0.0 0.0 0.0 0.0 0.3 0.4 2.5 0.7
Jagüel de los Machos 0.3 0.4 2.4 0.7 0.0 0.0 0.0 0.0 0.3 0.4 2.4 0.7
Acambuco 0.0 0.3 1.8 0.4 0.0 0.0 0.0 0.0 0.0 0.3 1.8 0.4
Águila Mora 0.1 0.0 0.3 0.2 0.0 0.0 0.0 0.0 0.1 0.0 0.3 0.2
Charco del Palenque 0.1 0.1 0.4 0.1 0.0 0.0 0.0 0.0 0.1 0.1 0.4 0.1
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Total Proved Developed Total Proved Undeveloped Total Proved
Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved developed reserves Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved undeveloped reserves Crude oil, condensate and NGL(1) Consumption plus natural gas sales(2) Total of oil and gas proved reserves
(MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe) (MMbbl) (MMboe) (Bcf) (MMboe)
Entre Lomas Neuquén 0.1 0.1 0.3 0.1 0.0 0.0 0.0 0.0 0.1 0.1 0.3 0.1
Jarilla Quemada 0.0 0.1 0.4 0.1 0.0 0.0 0.0 0.0 0.0 0.1 0.4 0.1
Coirón Amargo Norte 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Bandurria Norte 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Argentina Subtotal 208.4 24.1 135.2 232.5 314.7 41.0 230.2 355.7 523.0 65.1 365.3 588.1
Mexico:
CS-01 — — — — — — — — — — — —
Mexico Subtotal — — — — — — — — — — — —
Total 208.4 24.1 135.2 232.5 314.7 41.0 230.2 355.7 523.0 65.1 365.3 588.1
(1) Our hydrocarbon liquid volumes include crude oil, condensate and NGL (LPG and natural gasoline). We do not include separate figures for NGL reserves because they represented 2.2% of our proved developed and undeveloped reserves as of December 31, 2025.
(2) Natural gas consumption represented 10% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2025, and 12% as of December 31, 2024.
Changes in our proved undeveloped reserves during the year ended December 31, 2025
As of December 31, 2025, we had an estimated volume of proved undeveloped reserves of 355.7 MMboe. This compares to an estimate of proved undeveloped reserves of 246.0 MMboe as of December 31, 2024. The total increase of 109.7 MMboe (+101.2 MMbbl of crude oil, condensate and NGL and +47.6 Bcf of natural gas) in proved undeveloped reserves in 2025 is attributable to:
Argentina:
• An increase of 73.3 MMboe (+66.0 of crude oil, condensate and NGL and +40.9 Bcf of natural gas) due to extensions and discoveries, mainly related to the drilling activity targeting the Vaca Muerta formation in: (a) the Bajada del Palo Oeste concession (+41.6 MMbbl of crude oil, condensate and NGL and +30.2 Bcf of natural gas), (b) the Bajada del Palo Este concession (+19.4 MMbbl of crude oil, condensate and NGL and +8.5 Bcf of natural gas) and (c) the Aguada Federal concession (+5.0 MMbbl of crude oil, condensate and NGL and +2.2 Bcf of natural gas);
• An increase of 72.2 MMboe (+65.0 MMbbl of crude oil, condensate and NGL and +40.6 Bcf of natural gas), resulting from the La Amarga Chica Acquisition;
• A decrease of 28.9 MMboe (-24.5 MMbbl of crude oil, condensate and NGL and -24.5 Bcf of natural gas), resulting from (i) the conversion of proved undeveloped reserves to proved developed reserves generated by the successful drilling of Vaca Muerta unconventional wells, including (a) 4 wells in Aguada Federal (-2.3 MMbbl of crude oil, condensate and NGL and -1.4 Bcf of natural gas); and (b) 22 wells in Bajada del Palo Oeste (-19.0 MMbbl of crude oil, condensate and NGL and -12.8 Bcf of natural gas); and (ii) development progress and revisions to the undeveloped proved well inventory in La Amarga Chica, including 45 horizontal wells connected following Vista’s acquisition and the addition of 38 horizontal wells to the undeveloped proved well inventory (-3.3 MMbbl of crude oil, condensate and NGL and -10.3 Bcf of natural gas).
Mexico:
• A decrease of 6.9 MMboe (-5.3 MMbbl of crude oil, condensate and NGL and -9.4 Bcf of natural gas) to zero MMboe, related to changes in the development plan, related to the submission of a notice of irrevocable relinquishment of the CS-01 block to the SENER on November 6, 2025, which is pending confirmation to the date of issuance of this annual report.
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During 2025, we invested US$564.6 million (corresponding to the drilling, completion and tie-in activities and tie-in facilities of 56 net new shale wells) to convert proved undeveloped reserves to proved developed reserves. During 2024, we invested US$442.1 million (corresponding to the drilling, completion and tie-in activities of 26 gross or net new shale wells) to convert proved undeveloped reserves to proved developed reserves.
We plan to put 100% of our reported 2025 year-end proved undeveloped reserves into production through activities to be implemented within five years of initial disclosure.
As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
Reserves Estimation Process—Internal Controls
We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserves engineering consultants to ensure the integrity, accuracy and timeliness of data used by our independent reserves engineering consultants in their estimation process and who have knowledge of the specific properties under evaluation. Our Chief Operations Officer, Matías Weissel, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 15 years of experience in E&P. See “Item 6—Directors, Senior Management and Employees—Executive Team.”
In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives:
• estimates are prepared using generally accepted practices and methodologies;
• estimates are prepared objectively and free of bias;
• estimates and changes therein are prepared on a timely basis;
• estimates and changes therein are properly supported and approved; and
• estimates and related disclosures are prepared in accordance with regulatory requirements.
Throughout each fiscal year, our technical team meets with Independent Qualified Reserves Engineers, who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias.
Recognizing that reserves estimates are based on interpretations and judgments, there might be differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer. Although such differences were discussed in the technical meetings, the reports include figures estimated by our Independent Qualified Reserves Engineer. Once the process is finished, the Independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members the Executive Team for review.
Independent Reserves Engineer Consultants
The 2025 reserves estimates of the assets we own in Argentina and Mexico were certified by D&M, a global oil and gas consultancy that has been offering technical, commercial, and strategic advice to the oil and gas industry since 1936. Vista asked D&M to prepare the 2025 Reserves Report which was issued on January 26, 2026, covering reserves as of December 31, 2025, of the assets we own in Argentina and Mexico. For the year ended December 31, 2025, the technical person within the third-party engineering firm overseeing the preparation of the reserves estimates presented in our filing for Argentina and Mexico was Mr. Juan Pablo Francos. For disclosure describing the qualifications of D&M’s technical person primarily responsible for overseeing our reserves evaluation, see Exhibit 99.1 to this annual report.
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Technology Used in Reserves Estimation
According to SEC guidelines used in the preparation of the 2025 Reserves Report, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with “reasonable certainty” to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.
The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within five years. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
There are various generally accepted methodologies for estimating reserves including volumetric, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using any deterministic methods. The particular method chosen should be based on the evaluator’s professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property.
Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially.
Our estimated proved reserves as of December 31, 2025 included in the 2025 Reserves Report are based on estimates generated through the integration of available and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and performance information. The data utilized also includes subsurface information obtained through indirect measurements, including high quality 2-D and 3-D seismic data, calibrated with available well controls. Where applicable, geological outcrop information was also utilized. The tools used to interpret and integrate all this data included both proprietary and commercial software for reservoir modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir parameters from these analog models were used to increase the reliability of our reserves estimates.
Acreage
As of December 31, 2025, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows:
Total Acreage Total Developed Acreage Total Undeveloped Acreage
Gross Net Gross Net Gross Net
Argentina 212,029 205,592 42,482 42,395 169,547 163,196
Mexico 14,332 14,332 13,591 13,591 10,741 10,741
Figures are approximate amounts.
As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and, as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a combined gross acreage of 699,350, of which 149,206 acres were developed and 550,144 acres were undeveloped.
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As of December 31, 2025, our total net shale acreage was 228,794 acres, including 205,592 in our operated assets and 23,202 in La Amarga Chica.
Productive Wells
As of December 31, 2025, we owned and operated 371 gross productive wells, 369 net productive wells and three injector wells. Below is a table showing our total gross and net operated productive wells in Argentina and Mexico as of December 31, 2025. The table includes the total gross and net operated productive wells by us and our subsidiaries. We did not drill any exploratory wells as of December 31, 2025.
Oil Gas Total
Gross Net Gross Net Gross Net
Argentina 340 338 31 31 371 369
Mexico — — — — — —
Figures are approximate amounts.
As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and, as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a total of 872 gross productive wells.
Present Activities
The following table shows the number of wells in Argentina and Mexico, operated by Vista, that are in the process of being drilled or were in active completion stages, and the number of wells suspended or waiting on completion as of December 31, 2025. For more information on our present activities, see “ —Drilling Activities.”
Wells in process of being drilled or in active completion in Argentina Wells in process of being drilled or in active completion in Mexico
Oil wells
Gross 25 —
Net 25 —
Gas wells 0
Gross 0 —
Net —
As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “Business Overview— Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, these assets had a total of 17 gross wells in process of being drilled or in active completion.
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Production
The following tables set forth information on our oil and natural gas production volumes in Argentina and Mexico for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
Production of Crude Oil(1) (in thousands barrels) Production of Natural gas sales(2) (in millions of cubic feet)
Block Working interest Operator 2025 2024 2023 2025 2024 2023
Argentina
Neuquina Basin
Bajada del Palo Oeste 100 % Vista 18,677.95 16,868.65 10,501.18 15,471.62 13,570.83 10,293.94
La Amarga Chica(3) 50 % YPF 10,528.12 — — 8,227.34 — —
Bajada del Palo Este - (4) Vista 4,707.11 2,190.28 1,623.49 1,857.85 733.45 813.83
Aguada Federal 100 % Vista 1,553.42 1,565.54 1,673.56 1,196.96 1,067.97 1,233.63
Águila Mora 90 % Vista 145.86 238.50 428.01 334.24 520.39 287.27
Bandurria Norte 100 % Vista 43.57 2.48 — — — —
Entre Lomas Río Negro - (4) Tango (4) 245.70 320.97 500.42 1,190.01 1,199.41 1,065.73
Jagüel de los Machos - (4) Tango (4) 180.22 248.79 352.14 1,000.77 635.16 594.19
25 de Mayo–Medanito SE - (4) Tango (4) 191.62 256.49 373.90 363.14 126.67 166.53
Entre Lomas Neuquén - (4) Tango (4) 99.28 131.68 170.82 202.88 132.00 200.85
Jarilla Quemada(5) - (4) Tango (4) 24.70 30.85 43.65 282.87 123.92 150.08
Coirón Amargo Norte 86.4 % Vista 3.04 25.39 60.57 — 27.43 14.55
Charco del Palenque(5) - (4) Tango (4) — — — — — —
Noroeste Basin
Acambuco 1.5 % Pan American 5.50 14.45 6.41 264.42 180.31 304.00
Mexico
CS-01 100 % Vista 131.79 218.76 227.40 23.02 35.03 77.03
(1) Oil production is comprised of production of crude oil, condensate, natural gasoline, and NGLs.
(2) Natural gas production excludes natural gas consumption.
(3) Starting on April 1, 2025, 50% of La Amarga Chica production is consolidated following the La Amarga Chica Acquisition. See “La Amarga Chica Acquisition.”
(4) Assets transferred to Tango, effective on March 1, 2023. See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
(5) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).
As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta.”
Capital Expenditures
As of the year ended December 31, 2025, we invested US$1,330.5 million, of which US$1,141.2 million correspond to drilling and completion activity in Vaca Muerta (including La Amarga Chica), where we connected 74 new net wells during the year. As of the year ended December 31, 2025, capital expenditures in development facilities were US$113.5 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$75.8 million.
As of the year ended December 31, 2024, we invested US$1,296.8 million, of which US$996.3 million correspond to drilling and completion activity in Vaca Muerta, where we connected 50 new net wells during the year. As of the year ended December 31, 2024, capital expenditures in development facilities were US$228.8 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$71.6 million.
As of the year ended December 31, 2023, we invested US$734.3 million, of which US$501.9 million correspond to drilling and completion activity in Vaca Muerta, where we connected 31 new net wells during the year.
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As of the year ended December 31, 2023, capital expenditures in development facilities were US$168.7 million and capital expenditures in geological and geophysical studies, IT and other projects totaled US$63.7 million.
Drilling Activities
As of the date of this annual report, our drilling activities are concentrated in Argentina.
During the year ended December 31, 2025, as operators, we drilled 49 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.
During the year ended December 31, 2024, as operators, we drilled 50 net wells in Argentina and zero net wells in Mexico and performed zero workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.
During the year ended December 31, 2023, as operators, we drilled 32 net wells in Argentina and six net wells in Mexico and performed one workovers. All of these drilled and completed net wells targeted oil-weighted formations and no net wells targeted gas formations.
The tables below set forth the number of net wells drilled by us as operators in each of the last three years, by type (development or exploratory) and productivity (productive or dry).
Argentina
For the Year Ended December 31, Oil development net well – productive Gas development net well – productive Oil development net well – dry Gas development net well – dry Exploratory net well – productive Exploratory net well – dry
2023 32 0 0 0 0 0
2024 50 0 0 0 0 0
2025 49 0 0 0 0 0
Mexico (1)
For the Year Ended December 31, Oil development net well –productive Gas development net well – productive Oil development net well – dry Gas development net well – dry Exploratory net well – productive Exploratory net well – dry
2023 0 0 0 0 6 0
2024 0 0 0 0 0 0
2025 0 0 0 0 0 0
(1) On November 6, 2025, the Company submitted a notice of irrevocable relinquishment of the CS-01 block to the SENER, which is pending confirmation to the date of issuance of this annual report.
As of December 31, 2025, we held a non-operated working interest of 50% in La Amarga Chica, a non-operated working interest of 1.5% in Acambuco, and as a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023 (see “Business Overview— Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta”). As of December 31, 2025, 51 gross wells were drilled in these assets.
One Team Contracts
We use a contracting approach (“One Team Contracts”) which aims to align the economic interest of Vista and key contractors through performance-based remunerations. Operationally, we aim to integrate our operating team with our service providers’ team by sharing common objectives and goals and by using same key performance indicators, which provide economic incentives to the personnel of all companies working under the One Team Contracts scope.
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Transportation and Treatment
We treat and transport our oil, gas and water production in existing facilities that have sufficient capacity to process and deliver our current hydrocarbon production. The existing treatment facilities we operate are comprised of several oil and gas pipelines, nine tank batteries distributed throughout the blocks, two oil treatment plant, two water treatment plants and six gas compression stations.
All multiphase production from Bajada del Palo Oeste, Bajada del Palo Este, Aguada Federal and Coirón Amargo Norte is gathered at primary separation batteries. The oil is then transported via pipeline to two oil treatment plants (“OTP”): Entre Lomas OTP and Bajada del Palo Oeste OTP. Entre Lomas OTP has a processing capacity of 75,000 barrels per day, where it is treated to meet sales specifications. Oil for sale is subsequently piped from the Entre Lomas processing plant and injected into the Oldelval pipeline system. Bajada del Palo Oeste OTP was commissioned in 2024 and currently has a capacity of 28,000 barrels per day. Oil for sale from this facility is piped and injected into the VMON pipeline, which connects to Chile through the Trasandino pipeline.
Water is treated at, and pumped to disposal wells from, the Bajada del Palo Oeste water treatment plant (PIAS Borde Montuoso; 28,000 bbl/d capacity) and the Entre Lomas water treatment plant (80,000 bbl/d capacity).
Gas production from Bajada del Palo Oeste, Bajada del Palo Este and Aguada Federal is compressed and dehydrated in five compressor stations. Gas for sale is injected into Transportadora de Gas del Sur (“TGS”) Vaca Muerta system at Tratayen for further treatment, and finally injected into the TGS or Transportadora de Gas del Norte (“TGN”) systems. Part of the gas production from Aguada Federal is boosted and sent to a low-pressure gathering system in a neighboring block. Gas is then treated and compressed into TGS sales pipelines. Gas from Bajada del Palo Este production is injected into Entre Lomas gas treatment plant (45 MMscf/d capacity), which injects gas into the TGS system.
Gas from Coirón Amargo Norte is dehydrated and injected into the TGN Centro Oeste system.
Águila Mora production is separated in the block. Gas is compressed, dehydrated and injected into a gas pipeline on a neighboring block, which injects into the TGS system. Oil and water produced in Águila Mora are trucked to a tank battery at Bajada del Palo Oeste, where fluids are incorporated into the Bajada del Palo Oeste systems described above.
As a result of the Conventional Assets Transaction with Tango, the gas complex in Entre Lomas Central Production Facility is now operated by Tango. Vista Argentina and Tango have signed two agreements, whereby (i) Tango will treat and dispatch the natural gas corresponding to Vista Argentina injected at the Entre Lomas Central Production Facility, and (ii) Vista Argentina will treat and transport the crude oil and water corresponding to Tango produced at Agua Amarga and Entre Lomas.
La Amarga Chica block has nine primary separation batteries. Liquid production is pumped to two central processing facilities, each one with an oil treatment capacity of 75,000 Mbbl/d. Oil in spec is pumped to (i) VMOC pipeline which connects with Oldelval pipeline system, (ii) VMON pipeline, which connects to Chile through the Trasandino pipeline and to YPF’s Luján de Cuyo refinery. Gas production is compressed at each primary separation unit and sent via pipeline to YPF’s systems in neighboring blocks, where it is conditioned for sales and injected into TGS and TGN systems. Production water is treated at both central processing facilities and pumped to disposal wells.
Midstream
Once treated, we use the basin oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through contracts whereby producers are responsible for transporting produced oil from the field to refinery gate or a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is typically sold at the point of injection of the gas pipeline system near the oil field and, therefore, the customer bears all transportation costs and risks associated therewith.
Oil and gas transportation in Argentina partly operates in an “open access” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure. Under certain open access rules, transportation capacity can be secured by oil producers if oil production levels are sustained month over month.
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As of the date of this annual report, we have secured open access capacity in the Oldelval pipeline. In addition, we maintain storage capacity at the oil terminal located in Puerto Rosales, near Bahía Blanca from which oil is delivered to our end customers.
As of the date of this annual report, our existing capacity in Oldelval was 111 Mbbl/d, including 62 of open access (includes 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024) and 49 Mbbl/d of firm capacity related to the Duplicar project, which became fully online during March 2025. In addition, we hold 33 Mbbl/d of pipeline capacity in VMON and Trasandino pipelines to access Chile. As a result, as of the date of this annual report, we held approximately 144 Mbbl/d of oil pipeline transportation capacity. We also held approximately 37 Mbbl/d of oil transportation capacity through trucking.
Additionally, on December 16, 2024, Vista Argentina entered into an agreement with YPF, Pampa, and Pan American Sur for the construction of the VMOS Project. Subsequently, Pluspetrol, Chevron (through two subsidiaries), Shell (through two subsidiaries), Tecpetrol and Gas y Petróleo del Neuquén S.A. also confirmed their participation. Under this agreement, the Company was allocated firm transportation, storage, and dispatch capacity of 50 Mbbl/d in the VMOS Project. The project is expected to have a total capacity of 550 Mbbl/d in its first stage, which is anticipated to be fully operational by mid-2027. See “—Vaca Muerta Oleoducto Sur Project.”
(1) Based on contracts signed by Vista and data provided by project operators. Actual delivery dates and capacity might change subject to execution.
(2) Oldeval pipelines include 9 Mbbl/d corresponding to friction-reducing agents in use as of May 2024.
For more detail on the midstream infrastructure network in Argentina, see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Frameworks in Argentina—Oil Midstream and Downstream.”
Delivery Commitments
We are committed to providing fixed and determinable quantities of crude oil, natural gas and NGL in the near future under a variety of contractual arrangements, some of them under firm arrangements and others on a spot basis. Certain of these commitments are with related parties on an intercompany basis. See “Item 7.B—Related Party Transactions.”
As of December 31, 2025, 8% of our oil production estimated for 2026 was subject to monthly delivery commitments in the domestic market and 26% of our oil production was subject to delivery commitments in the international markets. According to our estimates, as of December 31, 2025, our contractual delivery commitments could be met with our own production.
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Additionally, on December 4, 2025, Vista LACH, together with YPF, Shell Argentina and Equinor Argentina S.A.U., entered into an agreement with Empresa Nacional de Petróleo to export crude oil to Chile. The aggregated volume committed by the parties is 70,000 bbl/d through 2027, 64,630 bbl/d through 2030 and 55,927 bbl/d through June 30, 2033. Each party is severally, and not jointly, responsible for its respective share of the supply obligation. Vista LACH’s share is 21,315 bbl/d through 2030 and 22,437 bbl/d for the remaining term.
For natural gas, in April 2025 we signed annual commitments for the period May 2025 to April 2026, which together with the commitments already assumed with the Plan GasAr until 2028, add to approximately 35% of our marketable total production, with seasonal pricing arrangements. Part of the remaining volume will be committed to new sales agreements for the period May 2026 to April 2027 to the industrial segment and, if there are any remaining volumes, they will be sold on the spot market.
We intend to rely on our production from our assets and operations in Argentina described under “Business Overview—Our Operations” to satisfy the demand committed under our existing arrangements.
Our delivery commitments constitute forward-looking statements that are subject to several risks and uncertainties and are based on information available to us as of the date of this annual report. See “Forward-Looking Statements.”
For LPG, our propane and butane production was not subject to delivery commitments during the year ended December 31, 2025.
Customers and Marketing
Oil Markets
In Argentina, our crude oil production was sold both to domestic refineries and export markets during the years ended December 31, 2025, 2024 and 2023. During the year ended December 31, 2025, we exported 61% of our oil sales volumes, compared to 49% in 2024 and 52% in 2023. During the year ended December 31, 2025, 98% of our oil sales volumes were sold at export-parity prices, combining sales to international buyers and domestic buyers paying export-parity prices, compared to 68% in 2024 and 57% during 2023. In the past three years, our main domestic customers were Raizen and Trafigura.
In 2025, VEISA, the Company’s dedicated trading arm, started operations. VEISA is a company fully owned by Vista and was established as a part of our export-oriented strategy in order to broaden our market reach and expand our customer base.
Approximately 100% of our oil is produced in the Neuquina Basin and is referred to as Medanito crude oil, a light sweet crude oil generally demanded by Argentine refiners in the domestic market, as well as by international refiners. Production from our Neuquina Basin properties is mostly transported to Puerto Rosales, a major industrial port in the southern region of the Province of Buenos Aires through the Oldelval pipeline system, then goes to either the domestic refining market, which processed approximately 540 Mbbl/d during 2025, or to international customers through maritime transportation. Additionally, as of May 2023, we initiated oil exports to Chile through the Trasandino oil pipeline. Even though we prioritize long-term relationships with domestic customers, we have developed relationships with international customers in order to establish a diversified portfolio for our expected production increase in the upcoming years.
Natural Gas Markets and NGL
In Argentina, we have established a diversified portfolio of customers for natural gas. Our primary customers during the year ended December 31, 2025 were industrial customers, representing 50% of our total natural gas sales volumes for such period. The export market represented 7% of our sales in 2025. In 2024 and 2023, our primary customers were also industrial customers, representing 48% and 45% of our total natural gas sales volumes, respectively. Argentina has a highly developed natural gas market and a sophisticated infrastructure in place to deliver
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natural gas to cross-border export markets through several gas pipelines or to industrial and residential customers in the domestic market. As mentioned in other sections of this annual report, the natural gas market in Argentina are regulated by the Argentine government. Even though the Argentine government sets the price at which natural gas producers sell volumes to residential customers, volumes that are sold to industrial and other customers are not regulated and pricing varies with seasonal factors and industry category. We generally sell our natural gas to Argentine customers pursuant to short-term contracts and in the spot market. The Neuquina Basin is served by a substantial gas pipeline network that delivers gas to the Buenos Aires metropolitan and surrounding areas, and the industrial regions of Bahía Blanca and Rosario. Natural gas produced in our Neuquina Basin properties is readily marketed due to accessibility to such infrastructure. Our properties are well situated in the Basin with four major pipelines in close proximity.
In relation to the Plan GasAr, on December 22, 2022, through Resolution No. 860/2022 of the SdE, Vista Argentina was awarded a base volume of 0.86 MMcm/d at an annual average price of US$3.29/MMBtu, applicable until December 31, 2024. On April 19, 2023, through Resolution No. 265/2023 of the SdE, the base volume awarded to Vista Argentina was increased to 1.14 MMcm/d, maintaining the annual average price of US$3.29/MMBtu, applicable for a four-year period as from January 1, 2025. See “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024.”
Our NGL production is marketed within the Neuquina Basin, mainly sold to fractionators and petrochemical companies.
Competition
The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing concessions or oil agreements. In Argentina, we compete for resources with YPF, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Compañía General de Combustibles, among others.
Intellectual Property
Our intellectual property is an essential element of our business, and our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of patent, trade secret, trademark and other intellectual property laws, confidentiality agreements and license agreements to establish and protect our intellectual property rights. As of December 31, 2025, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications are not part of our usual business operations.
Information Technology
We rely on our information technology systems and automated machinery to efficiently manage our production processes and operate our business. Vista is a cloud-native company that has developed a strategy over the years to run its technology stack in a multicloud environment. We use various public cloud providers (e.g., AWS, GCP, and Azure) for digital products and on-premises systems for SCADA and DCS operations. Our partners of choice for high-availability servers and storage include Dell, IBM, and NetApp; for networking and firewalls, we rely on Cisco; and for administrative processes and internal controls, we use SAP and satellite solutions, which standardize our operations across the organization.
As with other organizations, our information technology systems are susceptible to damage or interruptions caused by cyber-attacks and security breaches. We adhere to the Cybersecurity Framework developed by the U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”), and Zero Trust Architecture developed by Cybersecurity and Infrastructure Security Agency (“CISA”). We evaluate, in collaboration with a top-tier third-party consultant, our maturity level against this framework, monitor current cybersecurity trends, and review disclosure research. Our cybersecurity strategy is aligned with NIST’s six core functions, as defined in the February 2024 release (version 2.0), to identify cybersecurity gaps and requirements. In 2025, we achieved a NIST cybersecurity score of 3.6 above our target of 3.5.
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We consolidate all information from the various applications and real-time databases, which come from our operational sensors, into multicloud Data Lakes. From there, we perform data integrations, develop products, and create AI solutions with a high-quality, data-driven approach focused on business value. The use of real-time acquired data to enable Near Real-Time decision-making is critical, which is why we have connected our field offices and facilities to the internet via a high-bandwidth fiber optic network (>200mbps) with sufficient redundancy to ensure +95% uptime, in line with our Cloud strategy.
We depend on digital technology, including information systems to process financial and operational data, analyze seismic and drilling information, estimate oil and gas reserves, and utilize real-time systems to monitor and control production. Due to the critical nature of this infrastructure and the increased accessibility provided by internet connectivity, our systems are exposed to a heightened risk of cyber-attacks. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats “ and “Item 16K—Cybersecurity.”
Operational excellence
Our operations are supported by an Operating Management System (OMS), which provides a structured framework to manage operational performance, risks and continuous improvement across our activities.
The OMS establishes guidelines, processes and controls aimed at ensuring consistency in execution and alignment with our operational objectives. It covers key aspects such as risk identification and management, incident reporting and investigation, and the monitoring of performance indicators.
We promote a disciplined approach to operations, supported by defined procedures, periodic training and internal follow up processes. This approach enables the identification of improvement opportunities and supports the implementation of corrective actions where needed.
Our focus on operational excellence is aimed at enhancing efficiency, reliability and consistency across our operations, contributing to the overall performance of the Company.
Environmental Strategy and Performance
At Vista, we make continuous efforts to deliver safe, reliable and affordable energy with lower emissions. Our environmental management approach focuses on minimizing the impact of our operations through emissions reduction and responsible management of water, waste, biodiversity and spills. These priorities are embedded in our operational practices and support the overall performance of the Company.
In 2021, we announced our ambition to reduce GHG emissions through a multi-year decarbonization plan. Such plan prioritizes selected projects from our abatement cost curve based on their carbon abatement potential and cost efficiency, targeting a scope 1 and 2 GHG emissions intensity of 7 kgCO2e/boe by 2026.
In 2025, we recorded a scope 1 and 2 GHG emissions intensity of 6.8 kgCO2e/boe, representing a 23% reduction compared to 2024. Since 2020, we have reduced our GHG emissions intensity by approximately 80%, as a result of operational improvements and a full focus on shale oil assets.
Additionally, we are developing our own portfolio of nature-based solutions (“NBS”) projects to capture carbon in soil and forests. In 2022, we established Aike, a Vista subsidiary dedicated to designing, managing, and executing carbon offset projects, staffed with leading local experts. Aike aims to develop projects of the highest quality, meaning that their impact is measurable, additional, permanent and positive for local communities and biodiversity. We believe NBS represents the most actionable, proven, efficient, and scalable carbon removal alternative currently available. Aike is developing 13 NBS projects in Argentina, across seven provinces (Corrientes, Formosa, Salta, Santa Fe, San Luis, Buenos Aires and Cordoba), including mixed afforestation and reforestation with native and exotic species, forest conservation, improved forest management, and regenerative agriculture and livestock projects.
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By developing a top-tier NBS portfolio, we expect to generate a volume of carbon credits to match the size of our residual operational GHG emissions by 2026.
Emissions and carbon credits calculation methodology
Vista’s GHG emissions inventory reports two of the most prevalent GHG emissions components in oil and gas operations: CH4 and CO2. In addition, the calculated emission totals include N2O as well. Although emissions of the other GHG emissions components may exist in the Company’s operation, their relative contribution to the total GHG emissions is considered immaterial.
Emissions from CO2, N2O, and CH4 are calculated and converted into total CO2e emissions by multiplying the emissions of each constituent by its respective global warming potential.
The GHG emissions inventory for Vista was developed following best practices and industry guidelines for quantifying, reporting, and managing GHG emissions. Specifically, the Company adheres to: (i) the IPIECA Petroleum Industry Guidelines for Reporting Greenhouse Gas Emissions (2011) and (ii) the American Petroleum Institute (“API”) Compendium of Greenhouse Gas Methodologies for the Oil and Natural Gas Industry (2009). The inventory calculations apply standardized methodologies provided in the API Compendium for Vista’s relevant emission sources, with emission factors derived from published references within the API Compendium. Where actual operational emission factors or parameters are available, these values are incorporated into the GHG emissions inventory to enhance accuracy and representativeness.
Vista’s GHG emissions inventory is structured according to the Operational Control approach, meaning each asset owned and operated by the Company is reported at 100% of its emissions in Argentina. Vista’s operated assets in Argentina include the following concessions: Águila Mora, Aguada Federal, Bajada del Palo Oeste, Bajada del Palo Este, Coirón Amargo Norte, and the Entre Lomas treatment plant. Our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico. The GHG emissions inventory is further categorized by emission sources within each area of this organizational structure.
Vista’s GHG emission inventory tool is classified into scope 1 and 2 sources, as shown below:
GHG Source Category GHG Emissions Sources
Scope 1 Sources
Stationary combustion Heaters (i.e., treaters and ovens)
Gas turbine / centrifugal compressor drivers
Internal combustion engines
Mobile combustion Automobiles
Light duty trucks
Flares Flares
Fugitives Onshore oil and gas production equipment component leaks (e.g., valves, connectors, open-ended lines, etc.)
Venting Glycol dehydrators
Natural gas-operated chemical injection pumps
Natural gas-operated pneumatic devices
Storage tank flashing losses
Tank blanketing using natural gas
Maintenance and turnaround activities
Other venting (i.e., blowdowns and emergency shutdowns)
Scope 2 Sources
Indirect energy Imported electricity
Imported electricity by a third party
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Scope 2 emissions correspond to indirect emissions from purchased electricity. The Company reports total GHG emissions using a market-based approach.
It should be noted that the inventory excludes GHG emissions sources with insignificant potential for GHG emissions that are immaterial to the total emissions quantified (also referred to as de minimis sources). Examples of insignificant sources include fire-fighting equipment and laboratory equipment.
For many GHG emission sources, there are multiple options for determining the emissions, often with different accuracies. In general, emissions from a particular source are derived by applying an emission factor (“EF”) for a specific type of source or event with the corresponding activity factor. EFs used in the calculation methods come from published sources, referenced in the API Compendium and derived from publications by the IPCC, the EIA, the Gas Research Institute, and the U.S. Environmental Protection Agency.
Where possible, EFs are derived based on site-specific gas compositional data. In many instances for combustion sources, the CO2 EF represents the application of material balance principles and the assumption that 100% of the carbon available in the fuel stream is oxidized to CO2. In addition, for flaring sources; a destruction efficiency of 98% is assumed to calculate the CH4 EF.
After GHG emissions inventory tool is completed and results obtained for every calendar year, a third-party verification is carried out. GHG emission inventory results are only published once the verification is completed, and the calculations verified.
Health and Safety
Health and Safety is a core priority of our organization and a key component of our operational performance. We are committed to providing our workforce with high standards of occupational health and safety, aligned with industry practices.
All employees and contractors across our operations, including offices and field activities, are required to comply with applicable legal requirements, internal policies, standards, procedures, and site access requirements. We aim to maintain TRIR below 1.0 and zero fatalities.
Our safety management system is implemented through our OMS framework, designed in accordance with recognized industry guidelines, including those of the IOGP and IPIECA.
Through this framework, we implemented standardized processes to identify, assess and manage operational risks, supported by safety procedures and practices such as training, work permits, internal audits, drills, tailgate safety meetings and job safety analysis.
In 2025, our TRIR was 0.8 (based on 6.3 million work hours during the period). In 2024 and 2023, our TRIR was 0.6 (based on 6.7 million work hours during the period) and 0.2 (based on 5.6 million work hours during the period), respectively. In 2024, a fatality occurred during a drilling operation conducted by Nabors for Vista. No fatalities involving our employees or contractors related to our operations were recorded in 2025 and 2023.
Human Capital and Corporate Responsibility
We believe our people are a key driver of our strategy as a high-growth, high-performance company. We focus on attracting, developing and retaining skilled talent, while enhancing learning and optimizing compensation and rewards.
We are committed to equipping our employees with the capabilities required to support their development and performance. As technology continues to reshape our industry, acquiring the right skills is essential to maintain competitiveness and operational efficiency. In 2025, we continued strengthening our technical career programs and leadership development initiatives. Throughout the year, we delivered a total of 32,643 training hours, representing an average of 56 hours per employee, reflecting an 89% increase year-over-year.
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We promote an inclusive work environment based on merit, qualifications, fairness and equal opportunities, recognizing that diverse perspectives contribute to innovation and organizational performance. During 2025, the Company continued to advance its gender initiatives by recruiting and developing female talent, as well as implementing programs to foster the growth and leadership of high-potential women. In 2025, 33% of new hires were women, 5 p.p. above that share for 2024. Additionally, in 2025, 25% of employees were women, which is 10 p.p. above industry average, and 18% of STEM roles were held by women.
In addition, we engage with the communities where we operate through a structured social management framework aligned with international best practices, focused on stakeholder engagement and the identification and management of social risks through ongoing dialogue and preventive actions. In this context, we implement social investment initiatives to support local development. In 2025, the Company invested US$2.2 million in social programs across Argentina and Mexico, focusing on education, local development, rural development, institutional strengthening, and inclusion and values in sports and health.
Ethics, Compliance and Governance
We are committed to conducting our business with integrity and in accordance with applicable laws and regulations. Our Code of Ethics and Conduct and related policies establish the standards that guide the behavior of our employees and contractors, who are required to comply with them. These policies cover, among others, anti-corruption, conflicts of interest, human rights, non-discrimination, cybersecurity and whistleblower protection.
Governance of these matters is embedded within the Company’s overall governance structure, with oversight of the Executive Team and the Board of Directors.
In 2025, we enhanced employees’ understanding of compliance matters through in-person and virtual training aligned with our Code of Ethics and Conduct and related policies, and improved transparency in the disclosure of our ESG information. In addition, we achieved a NIST cybersecurity score of 3.6 and recorded no critical cybersecurity incidents. See “Item 16K – Cybersecurity.”
During 2025, the Company completed the sixth year of implementation of internal control standards in accordance with the Sarbanes-Oxley Act (SOX) and performed a management’s assessment of internal control over financial reporting.
We expect to publish our 2025 Sustainability Report during the second quarter of 2026. The report is expected to align with (i) Global Reporting Initiative (“GRI”) Standards, including GRI 1 (Foundation 2021), GRI 2 (General Disclosures 2021), GRI 3 (Material Topics 2021) and GRI 11 (Oil and Gas Sector 2021), and (ii) the Sustainability Accounting Standards Board for industry-specific ESG topics relevant to our financial performance and long-term value creation.
For the fifth consecutive year, the 2025 Sustainability Report will include information aligned with the recommendations published by the TCFD. Additionally, we expect to report our contribution to the UN Sustainable Development Goals. Our ESG progress is aligned with the 10 universal principles of the UN Global Compact and will serve as our 2025 Communication on Progress Report under the UN Global Compact framework.
The 2025 Sustainability Report will be published on our website. Information contained on, or accessible through, our website is not incorporated by reference in, and will not be considered part of, this annual report.
VX Ventures
VX Ventures AenP (“VX Ventures”) is Vista’s corporate venture capital fund, launched with an initial US$12.5 million funding commitment (which yearly investments represent less than 1% of Vista’s capital expenditures), with the objective of developing new businesses that can thrive through the energy transition and support Vista becoming a lower carbon and lower cost company. During 2023 and 2025, funding was increased by US$2.5 million and US$3.5 million, respectively, reaching a total of US$18.5 million as of December 31, 2025.
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During 2025, we continued to pursue entrepreneurial, agile and dynamic companies that may become key agents of change and leverage Vista’s technical and project management skills with an entrepreneurial drive to access new markets.
Moreover, VX Ventures plays a role of exposing Vista to the optionality of new businesses that can potentially scale up and can also help us secure the access and retention of top talent.
Each investment is funded through specific special purpose vehicles controlled by Vista, where certain relevant executives of the Company are given the option to co-invest through class B shares with no political rights to incentivize their engagement and align their interests with those of the invested project.
As part of our VX Ventures portfolio, which as of December 31, 2025 includes investments in 20 start-ups and early-stage companies and in 2 global energy transition VC funds, we have created and funded Aike NBS S.A.U. (“Aike”) to deliver top-quality carbon offsets through the development of NBS projects, including forestry and soil carbon capture projects. Aike aims to also provide services to third companies to help them to fulfill their NBS project development needs and achieve their carbon capture objectives which will in turn benefit Vista by providing larger scale for its NBS projects. Aike has already started providing services to us in connection with Vista´s own NBS portfolio.
Insurance
We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available, insurance coverage is subject to a cap or because premium costs are considered prohibitive.
Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, liability, director’s and officer’s liability and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations.
General Regulatory Matters
We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate that govern matters including the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use and transportation of regulated materials and human health and safety. These laws and regulations may, among other things:
• require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences;
• enjoin some or all of the operations of facilities deemed not in compliance with permits;
• restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;
• require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells; and
• require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties.
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INDUSTRY AND REGULATORY OVERVIEW
Argentina’s Oil and Gas Industry Overview
Argentina has five producing oil and gas basins: Neuquina, Noroeste, Cuyana, Golfo San Jorge, and Austral Basin. As of December 31, 2024, Argentina’s oil and gas reserves totaled 6,529 MMboe, as reported by the SdE. In 2025, Argentina’s oil production was 810.1 Mbbl/d, while its gas production reached 141.3 MMm³/d. Production from the Vaca Muerta formation, which is located within the Neuquina basin, accounted for 501.5 Mbbl/d of oil (62% of total production) and 75.2 MMm³/d of gas (58% of total production), having recorded an oil production CAGR (compound annual growth rate) of 35% over the last five years.
Argentina Gross Oil Production (Mbbl/d)
Source: Argentine Secretariat of Energy.
Vaca Muerta Shale Formation
The Vaca Muerta formation, located in the Neuquina Basin, is considered one of the most prominent shale plays globally. The development of the Vaca Muerta formation plays an important role in the Argentine economy, and therefore the federal and provincial governments have introduced changes to the regulatory framework for E&P of unconventional hydrocarbons to attract investments.
Recent regulatory reforms, as well as significant reductions in well costs and improvements in well productivity over the past decade, have attracted over 30 oil and gas companies to Vaca Muerta, both domestic and international companies, including YPF, Vista, Shell, Pan American, Pluspetrol, Tecpetrol, Chevron, Pampa, Total, Continental, Geopark and Dow. Most of these companies, which hold acreage adjacent to our concessions, are already investing in their projects in full development mode, or in some cases are conducting project pilots.
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Vaca Muerta Players
Source: Company’s Information and Press Articles
Vaca Muerta exhibits similar geological properties than several of the most prominent shale plays in the United States. The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. share plays.
Play Total Organic Content (%) Thickness (m) Reservoir Pressure (psi)
Vaca Muerta 3-10 30-450 4,500-9,500
Eagle Ford 3-5 30-100 4,500-8,500
Wolfcamp (Permian) 3 200-300 4,600
Barnett 4-5 60-90 3,000-4,000
Haynesville 0.5-4 60-90 7,000-12,000
Marcellus 2-12 10-60 2,000-5,500
Source: Company estimates, Argentine Ministry of Economy, Argentine SdE and the EIA.
Vaca Muerta acreage is estimated at more than 8.6 million acres, containing 16 Bnbbl of oil resources and 308 Tcf of gas resources. Such resources are equivalent to approximately 100 years and 200 years of domestic oil and gas consumption, respectively. The top five oil operators are YPF, Vista, Pluspetrol, Shell, and Pan American Energy. Most concessions are within the 30,000 to 100,000 acres range, which is significantly larger than the average leasehold in the United States. The terms of concessions in Argentina are also competitive compared to those in the United States, with unconventional concessions of 35 years and flat royalties of 12%.
Over the past years, Vaca Muerta has significantly increased its well activity from 102 new wells connected in 2019 to 437 new wells connected in 2025. The cumulative well count increased to 2,547 by year-end 2025. The quantity of active drilling rigs in the basin has also increased during the period, as shown below. Currently, approximately 49% of its surface area is under development.
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Vaca Muerta Total Shale Well Count, cumulative
Source: Argentine Secretariat of Energy.
Vaca Muerta New Wells on Production and Drilling Rig Count, per year
Source: Company estimates, Economía y Energía Consulting, Argentine Secretariat of Energy
Oil and gas production from Vaca Muerta was 998.8 Mboe/d during the year ended December 31, 2025, an 18% increase compared to 2024. Shale oil production during the year ended December 31, 2025 was mainly driven by Loma Campana, La Amarga Chica (where Vista holds a 50% working interest), Bandurria Sur, and Bajada del Palo Oeste (held and operated by Vista), which combined contributed with 273.3 Mbbl/d. Shale gas production was mainly driven by Fortín de Piedra, La Calera, Aguada Pichana Este and Aguada Pichana Oeste, which combined contributed with 266.3 Mboe/d.
Vaca Muerta Gross Shale Oil and Gas Production (Mboe/d)
Source: Argentine Secretariat of Energy.
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Vaca Muerta production has played a significant role in offsetting the decline of other basins in Argentina and increasing total oil and gas production, positioning Argentina as a structural oil exporter of light crude oil since 2022. As shown below, oil exports have increased from 68 Mbbl/d in 2019 to 266 Mbbl/d in 2025. Additionally, Vaca Muerta has allowed Argentina to reduce natural gas imports, both from neighboring Bolivia and Chile, and via LNG, which have decreased from 19.1 MMm³/d in 2019 to 3.8 MMm³/d in 2025. This trend has contributed significantly to improving Argentina’s balance of trade. According to the Argentine Ministry of Economy, Argentina’s energy trade balance was negative for US$7 billion in 2013 and reverted to a positive balance of US$8 billion in 2025.
Argentina Oil Exports (Mbbl/d)
Source: Argentine Secretariat of Energy, Ministry of Economy.
Argentina Natural Gas Imports (MMm3/d)
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Source: Argentine Secretariat of Energy, Ministry of Economy.
Argentina Energy Trade Balance (US$ billion)
Source: Argentine Secretariat of Energy, Ministry of Economy.
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Vaca Muerta is at a relatively early stage of its development compared to shale plays in the United States. The Permian Basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development. However, Vaca Muerta has even more thickness than the Permian, with up to five different pay zones already tested in different blocks of the basin. As of December 31, 2025, operators have drilled around 2,500 wells in Vaca Muerta compared to around 60,000 in the Permian and more than 200,000 across all U.S. shale plays. It is possible that Vaca Muerta could have a growth trajectory similar to that of the Permian Basin or other U.S. shale plays in the coming years. The growing investment in Vaca Muerta is similar to the early stages of the Permian Basin’s remarkable growth since 2008, becoming one of the most prolific shale plays in the world.
After an initial period of incorporating the technology required for unconventional development, progressing along the learning curve, and adopting best practices, the average well productivity per lateral foot in Vaca Muerta now exceeds its shale peers in the United States.
Best-in-class average well productivity
First 365 days cumulative production, Mbbl per 1,000 feet of lateral
Source: Rystad Energy ShaleWellCube. Includes only horizontal oil wells put on production in 2021-2022.
Oil Midstream and Downstream
The Argentine crude oil pipeline network connects the producing basins with domestic refineries, which are located in the Province of Buenos Aires (i.e., La Plata, Bahía Blanca, Dock Sud, Campana), the Cuyo Basin (i.e., Luján de Cuyo), the Neuquina Basin (i.e., Plaza Huincul) and the Noroeste Basin (i.e., Refinor). During 2025, the domestic refineries processed approximately 540 Mbbl/d. Argentina’s key crude pipeline is the Oleoductos del Valle S.A. (“Oldelval”) system, with an oil pipeline from Puesto Hernández and Allen in the Neuquina Basin to Puerto Rosales near Bahía Blanca, transporting approximately 65% of the production from the Neuquina Basin, with a capacity of approximately 540,000 bbl/d (and up to approximately 615,000 bbl/d with friction-reducing agents).
In Puerto Rosales, a marine export terminal is operated by Oiltanking Ebytem S.A. (“OTE”), a company owned by YPF (30%) and Oiltanking (70%). The OTE facilities have 24 tanks with a storage capacity of 4.9 MMbbl, of which 3.0 MMbbl are used to store Medanito-type crude oil. OTE also owns (i) one dock with two sites with a total capacity of approximately 324,400 of displacement tonnage, and (ii) one buoy capacity of 70,000 deadweight tonnage. These two sites and the buoy provide services mainly for loading and unloading Panamax, Aframax and Suezmax vessels. Nearby, in Puerto Galván, Bahía Blanca, there is a smaller marine terminal that is operated by Trafigura, which has a dock that can also load and unload Panamax and Aframax vessels for the export market.
In early 2023, the Trasandino pipeline connecting the Argentine system to Chile became operational after being shut for more than a decade. This enabled export flows from the Neuquina Basin to Chile, starting in May 2023. This pipeline has a total capacity of 110,000 bbl/d. In November 2023, VMON, with 157,000 bbl/d of capacity, connecting Loma Campana to Puesto Hernández and the Trasandino pipeline, was commissioned.
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Additionally, in December 2024, the VMOS Project was announced, consisting of a new pipeline from Allen to Punta Colorada in the Province of Río Negro, storage facilities, and a new port in a deep-water location. The VMOS Project will have an estimated initial capacity of 550,000 bbl/d and is expected to be completed by mid-2027.
The oil production that is not refined and consumed in Argentina is exported. During the year ended December 31, 2025, Argentina exported 266 Mbbl/d, according to INDEC, of which approximately 229 Mbbl/d were exported from the Neuquina basin (80 Mbbl/d to Chile and 150 Mbbl/d via the Atlantic).
Vaca Muerta Key Oil Midstream Projects
Source: Based on data provided by project operators and Company estimates.
Oil and Gas Regulatory Framework in Argentina
The Argentine Hydrocarbons Law, as amended by Law No. 26,197, Law No. 27,007 and Law No. 27,742 (Ley de Bases) is the main body of legislation for oil and gas E&P. The enforcement authority for the Argentine Hydrocarbons Law is the SdE. As a result of the amendment of the Argentine Hydrocarbons Law by means of the Law No. 26,197, each Province has its own enforcement authority. In particular, the Province of Neuquén has passed its own Argentine Hydrocarbons Law No. 2,453, among other laws and regulations on these activities. The transportation, distribution and marketing of gas are independently regulated by the Natural Gas Law, also amended by the Ley de Bases.
Exploration and Production
The E&P of oil and natural gas is governed by exploration permits and exploitation concessions. Nevertheless, the Argentine Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or exploitation concessions, subject to prior authorization of the surface owner and the application authority.
In the event that holders of an exploration permit discover commercially exploitable quantities of oil or gas, such holders are entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The exploitation concession provides its holder the exclusive right to produce oil and gas from the area covered by the concession. An exploitation concession also entitles the holder to obtain a transportation authorization for transporting of the oil and gas produced.
Holders of exploration permits and exploitation concessions are required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective
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permits or concessions. In addition, holders must avoid damage to oil and gas fields and hydrocarbon waste, and undertake adequate measures to prevent accidents and damages.
Both holders of exploration permits and holders of exploitation concessions must pay an annual fee based on the land area covered by the corresponding permit or concession (as provided in Section 7 of the Argentine Hydrocarbons Law). Holders of exploitation concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government.
Exploration Permits and Exploitation Concessions
The Argentine Hydrocarbons Law and its amendments regulate E&P activities as follows:
• Exploration Permits: the term for conventional exploration permits is divided into two periods of up to three years each, plus a discretionary extension of up to five years, granting a maximum validity of 11 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility. For offshore operation permits, each period of the basic exploration term for conventional objectives may be extended by one year. The term for these permits is divided into two periods of up to four years each, plus a discretionary extension of up to five years, granting a maximum validity of 13 years. The extension is optional for the permit holder who has fulfilled the investment and other obligations under their responsibility.
• Concessions: the term for the exploitation of conventional resources is 25 years, while for the exploitation of unconventional resources, a term of 35 years is established, including a pilot test of up to five years. In the case of offshore operations, concessions are granted for periods of up to 30 years. Due to the modifications introduced by the Ley de Bases, the federal or provincial executive branch, as applicable, may determine in new concessions—at the time of defining the terms and conditions—other periods (of up to 10 years) additional to the aforementioned periods. These periods cannot be set perpetually, unlike the previous regulation, which allowed the possibility of granting successive extensions for periods of 10 years. Concessions granted prior to the enactment of the Ley de Bases will continue to be governed by the terms established by the legal framework existing at the date of approval of the Ley de Bases.
• Royalties: The Hydrocarbons Law established a 12% monthly royalty rate to be paid by the concessionaire for the production of liquid hydrocarbons extracted at the wellhead and for the volume of natural gas extracted and effectively utilized, with the granting authority having the ability to reduce such rate by up to 5% in exceptional cases, taking into account the productivity, conditions, and location of the wells, and to increase it by 3% upon the first extension. Concessions granted prior to the enactment of the Ley de Bases remain subject to this regime, requiring payment of the 12% royalty on the wellhead value of crude oil production and on the volume of natural gas sold, as well as an extraordinary royalty in certain extended concessions. In contrast, the Ley de Bases replaced the fixed 12% rate with a percentage to be determined in the awarding process, applied to the production and effectively utilized liquid and gaseous hydrocarbons. It preserved the authority’s ability to reduce the rate by up to 5% in exceptional cases, while eliminating the 3% increase upon the first extension. The Ley de Bases also introduced the possibility of applying a reduced rate of up to 50% for projects involving: (i) Enhanced Oil Recovery (EOR) or Improved Oil Recovery (IOR) techniques, (ii) the exploitation of extra-heavy oils (requiring special treatment due to poor quality or high viscosity), and (iii) offshore exploitation. Concessions granted following the entry into force of the Ley de Bases are governed by the regime established therein.
Exploration permits and exploitation concessions constitute an acquired right that cannot be extinguished without legal compensation. However, concessions or permits expire in the case of certain breaches detailed exhaustively in Article 80 of the Argentine Hydrocarbons Law. Concessionaires or permit holders can also partially or totally renounce the surface area of a permit or concession at any time. If an exploration permit is renounced, the permit holder will be obliged to pay the committed and unmet investment amounts (Articles 20 and 81 of the Argentine Hydrocarbons Law).
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Reserves and Resources Certification in Argentina
The estimation of reserves and resources in Argentina is mainly governed by Resolution No. 324/2006 of the SdE and SdE Resources Resolution No. 69-E/2016. These regulations require holders of exploration permits and exploitation concessions to file by March 31 of each year estimates of natural gas and oil reserves and resources existing as of December 31 of the previous year. Estimates must be certified by an external auditor and sent to the SdE. Information is required to be presented following the criteria approved by the SPE, the WPC (World Petroleum Council) and the AAPG (American Association of Petroleum Geologists), which are widely accepted internationally.
The information regarding Vista’s proved reserves in this annual report has been prepared according to the definitions of Rule 4-10(a) of Regulation S-X or the SPE’s Petroleum Resources Management System, which differ from the relevant guidelines published by the SdE.
Transportation
The Ley de Bases introduced significant changes to the hydrocarbon transportation regime in Argentina, establishing a comprehensive framework for transport and processing authorizations managed by federal or provincial authorities. Existing transportation concessions will continue to operate under their original terms. The Argentine Hydrocarbons Law grants producers the exclusive right to obtain transportation authorizations for oil, gas, and their by-products as specified in the law and related decrees.
These authorizations allow for the construction and operation of essential facilities for hydrocarbon transportation, such as pipelines, storage, plants, and other necessary infrastructure, all subject to prevailing legislation and technical standards.
Holders of exploitation concessions are entitled to transportation authorizations. If the construction of permanent works exceeds the concession limits, they must obtain additional authorizations. If the works remain within the concession limits, the authorization is optional and granted under the same conditions as the exploitation concession.
The duration of transportation authorizations is the same as the associated exploitation concessions. Upon expiration, the facilities revert to state ownership. Extensions of 10 years can be requested if obligations are met and hydrocarbons are being transported at the time of the request. Transport and processing authorizations do not grant exclusive rights to the holders.
Authorized transporters must carry third-party hydrocarbons without discrimination, provided there is available capacity and no technical impediments. Unused transportation capacity must be made available to third parties, subject to the needs of the authorized transporter.
Federal or provincial authorities will establish rules for coordinating transportation systems. Tariffs for hydrocarbon transportation and related services are regulated, with maximum amounts set by Resolution No. 5/04 of the SdE, as amended. These changes aim to streamline the hydrocarbon transportation and processing framework, ensuring fair access and efficient operation within the sector.
The last update to the maximum amounts was established on June 11th, 2025, with the publication of the SdE resolution No. 256/2025.
Argentine Registry of Hydrocarbon Exploration and Exploitation Companies
To be holders of exploration permits or exploitation concessions, irrespective of the Province where the activities are developed, companies must be registered with the Argentine Registry of Hydrocarbon Exploration and Exploitation Companies maintained by the SdE. Such holders and concessionaires must have adequate financial resources, pursuant to Disposition No. 335/2019 issued by the Sub-Secretariat of Hydrocarbons, and technical capabilities to perform the operations involved in the rights bestowed upon them. Further, such holders shall assume exclusive responsibility for liabilities associated with E&P activities. Registration with the Registry is also a requirement to be able to be an operator of permits and concessions and has to be annually renewed and can be
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revoked if technical capacity cannot be proved. Holders of permits and concessions shall establish legal domicile within Argentina.
In all cases, the company or association of companies holding the permit or concession must maintain such net equity throughout the term of the permit or concession. These equity requirements may be satisfied by means of financial or other guarantees.
Crude Oil Market Regulation
The Argentine Hydrocarbons Law empowers the Argentine Executive Branch to set the national policy with respect to the exploitation, processing, transportation, storage, industrialization and commercialization of hydrocarbons.
The Ley de Bases introduced amendments to Law No. 26,741 and the Argentine Hydrocarbons Law, to allow concessionaires, refineries, and/or hydrocarbon marketers to freely export hydrocarbons and/or their derivatives without needing to meet domestic demand. Additionally, it stipulates that the Argentine government may not intervene in setting commercialization prices in the domestic market at any stage of production.
Law No. 27,007 amended and upgraded as statutory law the Investment Promotion Regime for the Exploration of Hydrocarbons (Régimen de Promoción de Inversión para la Explotación de Hidrocarburos) which was created by Decree No. 929/2013. Under this regime, hydrocarbon exploitation investment projects, as authorized by the Argentine Ministry of Economy, that imply direct investments in foreign currency greater than US$250 million during the first three years following the project’s approval, are deemed beneficiaries of the regime and will be entitled to the following benefits, among others:
(i) to freely export up to 20% of their production of liquid and gaseous hydrocarbons produced by the project, with a 0% export duty rate, should these be applicable; and
(ii) no mandatory settlement into the foreign exchange market of any proceeds in foreign currency obtained from such 20% of exports.
Until 2024, exports of crude oil and oil by-products in Argentina required prior registration in the Argentine Registry of Export Operations Agreements and authorization by the SdE. The Ley de Bases modified the Argentine Hydrocarbons Law, establishing that, although prior registration in the Argentine Registry of Export Operations Agreements is required, producers of crude oil and oil by-products may freely export hydrocarbons and/or their derivatives, absent objection by the SdE, no longer being needed it express authorization. The effective exercise of this right is subject to regulations issued by the Argentine Executive Branch, which must, among other aspects, take into account: (i) the standard requirements applicable to access to technically proven resources; and (ii) that any objection by the SdE may only (a) be raised within 30 days from the date on which the SdE becomes aware of the export, and (b) must be based on technical or economic grounds related to the security of supply. Once said term has elapsed, the SdE may not raise any objection whatsoever, see “ —Ley de Bases.”
Gas Market Regulation
As mentioned in previous sections, gas E&P activities are regulated by the Argentine Hydrocarbons Law, whereas natural gas transportation and distribution are regulated by means of the Natural Gas Law.
In order to foster the production of natural gas, the Argentine government adopted different stimulus programs over the past years, such as the Plan GasAr implemented by means of Decree No. 892/2020 (amended by Decree No. 730/2022).
Plan GasAr 2020-2024
By means of Decree No. 892/2020, (amended by Decree No. 730/2022 and Resolution No. 606/2025 of the SdE), the Argentine government implemented the Argentine Plan for the Promotion of Natural Gas Production – Supply
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and Demand Scheme 2020-2024 (Plan de Promoción de la Producción de Gas Natural Argentino – Esquema de Oferta y Demanda 2020-2024).
The Plan GasAr established the framework for the implementation of direct contracts (initially lasting four years, with the possibility of extension by the SdE for additional one-year periods) between gas producers, on the one hand, and gas distributors and/or sub-distributors (to meet priority demand) and CAMMESA (to meet the demand of thermal power plants), on the other. These contracts were awarded, and the price of gas at the point of entry into the transportation system (“PIST” for its acronym in Spanish) was determined through a tender procedure carried out by the SdE. The Argentine government may make monthly payments corresponding to a portion of the price of natural gas in the PIST to provide indirect subsidies to end users.
On November 4, 2022, Decree No. 730/2022 was published in the Argentine Official Gazette, extending the Plan GasAr until the year 2028.The Plan GasAr is based on (i) voluntary participation by producers, public distribution service providers, and sub-distributors (making direct acquisitions from producers) and CAMMESA; (ii) a competitive scheme where the SdE calls for the signing of direct contracts between producers on one side, and priority demand (distribution licensees and/or sub-distributors) as well as the demand from thermal power plants (with CAMMESA) on the other; (iii) a framework of free market competition regarding the price of gas in the PIST, subject to the conditions set by the Argentine government.
On December 29, 2025, Resolution No. 606/2025 of the SdE was published, which aims to facilitate the contractual normalization of the natural gas market by promoting that natural gas purchase and sale agreements entered into between Energía Argentina S.A. (“EA”) and producers under the Plan GasAr may be assigned and reallocated directly to distribution companies or other market participants, such as generators or CAMMESA, without the intermediation of EA.
The measures adopted primarily consist of the assignment of natural gas supply agreements entered into between EA and producers in favor of distribution companies -and, as applicable, other market participants, such as generators or CAMMESA- with respect to those producers that adhere to the new framework. Once such assignments are completed, producers will invoice directly the gas price at the PIST in accordance with the reassigned agreements, while maintaining entitlement to the compensation payable by the Argentine government under the terms of Plan Gas Ar.
In addition, adhering producers are released from certain periodic reporting obligations regarding investments, including the quarterly report with monthly breakdown, without prejudice to the effective compliance with the committed investments.
Ley de Bases
On July 8, 2024, the Ley de Bases was published in the Argentine Official Gazette, introducing amendments to the Natural Gas Law and the Argentine Hydrocarbons Law.
The main amendments to the Argentine Hydrocarbons Law include:
• Expanding the self-sufficiency paradigm of the Argentine Hydrocarbons Law to incorporate the maximization of economic profits to encourage new investments;
• Eliminating restrictions on hydrocarbon exports and establishing freedom to market and export hydrocarbons and their derivatives;
• Prohibiting the Argentine government from intervening in the pricing of oil, gas, and refined products in the domestic market;
• Including hydrocarbon processing and storage activities within the regulatory framework;
• Allowing the conversion of concessions from conventional to unconventional exploitation until December 31, 2028;
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• Defining specific requirements for bidding on new areas and eliminating the possibility of extending exploitation concessions for new concessions;
• Modifying the fees payable by concession and permit holders;
• Revising the royalty regime, except for concessions already awarded;
• Replacing transportation concessions with a system of transportation and storage authorizations, as well as hydrocarbon processing authorizations; and
• Allowing foreign companies to participate in public bids for permits and concessions.
The main amendments to the Natural Gas Law include the following:
• Eliminating the requirement to obtain prior authorization for natural gas imports;
• Removing the limitation that previously required the domestic market supply to remain unaffected;
• Establishing a special framework for LNG, guaranteeing firm export conditions that, once authorized, cannot be modified; and
• Extending the duration of licenses for natural gas transportation and distribution services from 10 to 20 years.
The Ley de Bases also established Argentina’s Incentive for Large Investments Framework (Régimen de Incentivo para Grandes Inversiones) (“RIGI”). The RIGI was regulated by Decree No. 749/2024, issued by the Argentine Executive Branch on August 23, 2024, along with further regulations. It encourages investments in projects that qualify as large, long-term investments in Argentina and operate in certain specified sectors. The RIGI grants tax, customs, and foreign exchange benefits, implements a legal stability provision, and provides a dispute resolution mechanism that allows claimants to submit claims against the Argentine government through arbitration. In addition, the RIGI offers a 30-year stability period for the benefits, starting from the date an investment adheres to the RIGI.
Under the Ley de Bases, “large investments” made under the RIGI are deemed to be in the national interest and are covered by the constitutional prosperity clause set out in Section 75, Subsection 18 of the Argentine Constitution. The RIGI applies at the federal level throughout Argentina.
To qualify under the RIGI, the project must be operated by a SPV in any of the following sectors: forestry (wood-based activities and forest plantations), tourism (lodging and accommodations), infrastructure (logistics, transportation, recreation, and public services), mining (exploration and exploitation of minerals), technology (innovative goods and services, including biotechnology, nanotechnology, new energy mobility, aerospace, nuclear, software, robotics, AI, and defense), iron and steel (processing of iron ore, steel, and alloys), energy (generation, storage, transportation, and distribution of renewable and non-renewable energy, low-carbon energies, bioenergy, and carbon capture), and oil and gas midstream and downstream activities, including treatment plants, pipelines, storage, petrochemicals, LNG export, and offshore operations.
On February 18, 2026, the Argentina government published Decree 105/2026 which extended the benefits of RIGI to onshore upstream activities, subject to a minimum investment commitment of US$600 million.
Special Frameworks to Access to the Foreign Exchange Market
On April 11, 2025, the Argentine government announced measures to ease regulations regarding access to the foreign exchange market. These measures include:
(i) the establishment of floating bands for the dollar exchange rate, permitting fluctuations between Ps.1,000 and Ps.1,400, with these limits expanding at a rate of 1% per month;
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(ii) the elimination of the Exports Increase Program, which previously required 80% of export proceeds to be settled through the foreign exchange market and 20% through the financial market (also known as the Dollar Blend);
(iii) the elimination of foreign exchange restrictions for individuals, including the monthly US$200 limit and restrictions on recipients of pandemic-era government assistance, subsidies, public employment, or similar measures, as well as cross-restrictions under Communication “A” 7,340. Additionally, the ARCA (as defined below) removed the current tax perception on foreign currency acquisitions in the exchange market, maintaining it only on tourism and credit card payments;
(iv) the authorization of dividend payments to foreign shareholders of Argentine companies, for financial years commencing in 2025;
(v) the relaxation of deadlines for foreign trade operations payments, including:
a. goods imports may be paid upon customs entry registration (previously 30 days);
b. imports of goods by SME companies may be paid from the origin dispatch (previously 30 days post customs entry registration);
c. service imports may be paid from the service provision date (previously 30 days);
d. capital goods imports may be paid with a 30% advance, 50% post port dispatch, and 20% after customs entry (previously 20% advance for SMEs);
e. imports of services between related companies may be paid 90 days post service provision (previously 180 days); and
(vi) a one-time waiver of the 90-day restriction in Communication “A” 7,340 for legal entities, to enhance operational efficiency in the foreign exchange market.
For more information, see “Item 10—Additional Information—Exchange Controls—Specific Provisions For Income From The Foreign Exchange Market.”
Sustainability
Argentina has regulation regarding the protection of the environmental on a federal, provincial and municipal level, as well as in the Argentine Constitution.
For instance, Argentina applies the “polluter pays” principle and requires a mandatory approval of an environmental impact assessment for conducting risky activities. Moreover, legislation guarantees the right to access to environmental information, public participation in the environmental decision-making process, and access to justice in environmental matters. Environmental insurance is required, and reporting duties are also established. Argentina has approved several human rights international treaties and, in particular, related to the environment.
A procurement regime applicable to the Argentine government has been established by means of Decrees No. 1023/01 and No. 1030/16, which requires to consider sustainability in the decision-making process in the acquisition of services and goods by the public administration. Furthermore, Decree No. 31/2023 declares a national public priority policy for the sustainable management of resources used by national public agencies. Those practices provide for the efficient management of the following: electricity; water; natural gas; waste; public procurement; accessibility; sustainable mobility; and green areas and spaces.
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Likewise, by means of its Resolution No. 635/2022 (as amended by its Resolution No. 668/2022) the Argentine Ministry of Transportation approved the National Sustainable Transportation Plan. Its main objective is to promote energy transition and efficiency in transportation to achieve sustainable mobility. Such plan contains a set of strategies and policies to be implemented by 2030, promoting the reduction of GHG emissions. Other sustainability regulations have been passed. Its impact on the oil and gas industry has yet to be assessed.
In addition, as a member of the UN Framework Convention on Climate Change (“UNFCCC”) and a Party to the Paris Agreement, Argentina has committed to submit its Nationally Determined Contributions (“NDCs”), which are basically the proposed climate actions. The emission limit committed by Argentina, according to the information that emerges from the updated NDCs in October 2021, is not to exceed the net emission of 349 million tons of carbon dioxide equivalent (MtCO2e) in the year 2030. This goal is applicable to all sectors of the economy.
The NDCs set forth that towards 2030, the Argentine Republic will carry out an energy transition, focusing its efforts on the promotion of energy efficiency, renewable energies, and the promotion of distributed generation, using natural gas as a transition fuel during this period.
In order to follow up on this commitment -which aim is to contribute to the standards set forth in the Paris Agreement- Argentina must draft and report to the UNFCCC the National Green House Gases Inventory (INGEI for its acronym in Spanish). In addition, by means of Resolution No. 363/2021 issued by the Argentine Ministry of Environment and Sustainable Development, Argentina has created the National Registry of Climate Change Mitigation Projects, where the existing mitigation projects are registered. The scope of such register has not been determined as of the date of this annual report; therefore, its application cannot yet be defined.
Argentine Regulatory Framework in Connection with Climate Change
The UNFCCC, which entered into force on March 21, 1994, aims to stabilize the GHG concentrations in the atmosphere to a level that would prevent dangerous anthropogenic interference with the climate system.
On February 16, 2005, the Kyoto Protocol to the UNFCCC (“Kyoto Protocol”) entered into force. The Kyoto Protocol, which deals with the reduction of certain GHG emissions (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride) in the atmosphere, was in force until 2020 as a consequence of the ratification of the Doha Amendment to the Kyoto Protocol.
Argentina approved UNFCCC by Federal Law No. 24,295 in December 1993, the Kyoto Protocol by Federal Law No. 25,438 on June 20, 2001, and the Doha Amendment by Federal Law No. 27,137 on April 29, 2015.
The 2015 UN Climate Change Conference adopted by consensus the Paris Agreement, which is known to be the successor of the Kyoto Protocol (which was approved in Argentina by Federal Law No. 27,270). The Paris agreement deals with GHG emission reduction measures, targets to limit global temperature increases and requires countries to review and “represent a progression” in their intended nationally determined contributions. International treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate GHG emissions.
Furthermore, Argentine Law No. 26,190, as amended and complemented by Law No. 27,191 and its implementing decrees, established a legal framework which promotes an increase in the participation of energies from renewable sources in Argentina’s electricity market. In this line, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change.
Moreover, the Argentine Registry of Climate Change Mitigation Projects was established (Argentine Environmental Ministry Resolution No. 363/2021). In addition, the SdE has set forth the “National Program for the Measurement and Reduction of Fugitive Emissions from Hydrocarbon Exploration and Production Activities” (Resolution No. 970/2023); the Argentine Ministry of Environment and Sustainable Development has approved the “Second National Plan for Adaptation and Mitigation to Climate Change” (Resolution No. 146/2023); the SdE has approved the “National Energy Transition Plan to 2030” (Resolution No. 517/2023) and the “Guidelines and Scenarios for the Energy Transition to 2050” (Resolution No. 518/2023).
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In addition, Resolution No. 23/2023, issued by the former Argentine Ministry of Environment, approved the Guide for the Preparation of Environmental Impact Studies incorporating the problem of climate change and the Guide on Public Participation in Environmental Evaluation. Implementation of these guides is voluntary.
Under Law No. 27,191, by December 31, 2017, 8% of the electricity consumed must come from renewable sources, reaching 20% by December 31, 2025. It sets five stages to achieve the final goal: (i) 8% by December 31, 2017; (ii) 12% by December 31, 2019; (iii) 16% by December 31, 2021; (iv) 18% by December 31, 2023; and (v) 20% by December 31, 2025. It is within this framework that the Argentine government launched the RenovAr programs. As of December 31, 2025, electricity originated from renewable sources represented 18.9% of the total demand according to the data released by CAMMESA. This represents an increase of 2.6 percentage points compared to 2024, when renewables accounted for 16.3%.
At the provincial level, Neuquén passed Provincial Law No. 3,454 in August 2024 (Decree No. 1039/2024), which established the principles and strategies corresponding to the public policies for climate change. It’s main objective is to encourage and promote a model of sustainable development, the transition to renewable energy, scientific and technological development and the involvement of citizens, private companies and non-governmental organizations.
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Mexico’s Oil and Gas Industry Overview
Mexico has significant hydrocarbon resources with estimated oil and gas proved developed and undeveloped reserves of 8.4 Bnboe and 3P reserves of 23.1 Bnboe, in each case as of December 31, 2023, according to the SENER. Multiple formations exist to develop productive fields.
The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects. While oil and gas reserves are strongly concentrated in Southeast Basin plays, prospective resources are spread across multiple plays across several basins, which could lead to more opportunities for oil and gas participants to access previously untapped reservoirs.
Although the largest resources are in the offshore and shale plays, substantial potential still exists in onshore conventional reservoirs. Mexico’s shale resource base is among the largest in the world and is located only a few hundred miles away from the more developed U.S. shale plays with which the formations share many similarities. According to the EIA, technically recoverable shale resources, estimated at 545 Tcf of natural gas and 13.1 Bnbbl of oil, are potentially larger than the country’s proven conventional reserves.
Multiple E&P plays across basins
Source: EIA.
There used to be four principal means for private entities to invest in Mexico’s E&P sector: E&P Agreements, Pemex farm-outs agreement, E&P services contract and comprehensive services exploration and extraction contracts (“CSIEE”).
The CNH was formerly entitled to allocate E&P Agreements, for which prequalification requirements were established, including operational, technical, financial, and legal capabilities. The bidding process was conducted by a committee of CNH members. Such tenders were discontinued at the end of 2018.
Farm-outs were a mechanism by which Pemex, as license holder, assigned an interest in the license to another party through a bidding process conducted by CNH in collaboration with Pemex. Pemex used farm-outs to partner with international E&P operators with the financial resources and expertise to accelerate development and extract value from its hydrocarbon asset base.
Regarding E&P services contract migrations, Pemex was entitled to migrate existing oil and gas integrated E&P services contracts to production-sharing agreements or licenses to continue boosting investment in the E&P sector, transforming the relationship with Pemex from a service contractor model into a joint venture. These contracts were signed by Pemex and private companies before the energy reform under President Peña Nieto. The last E&P services contract migration took place in 2018. There were no migrations during the last presidential term, in which Pemex focused mostly on awarding a few CSIEE contracts.
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The current administration, led by President Claudia Sheinbaum since October 1, 2024, has prioritized economic activities in energy and sustainable development. In January 2025, citizen consultation forums were held to contribute to the construction of the 2025-2030 National Development Plan, which was submitted by President Sheinbaum to the Mexican House of Representatives and approved on April 15, 2025. The plan establishes that the fundamental target of oil production through Pemex, set at 1.8 million barrels per day, will continue to be domestic consumption. One of the plan’s main strategies is to increase hydrocarbon reserves in a sustainable manner through strategic E&P projects, a strategy that is supported by the Pemex 2025-2030 Work Plan.
For additional context on the regulatory changes in Mexico, see “ —Industry and Regulatory Overview—Mexico’s Oil and Gas Industry Overview—Oil and Gas Regulatory Framework in Mexico.”
Oil and Gas Regulatory Framework in Mexico
Upstream and Downstream
In 2013, the Mexican Constitution was amended leading to the opening of the oil, natural gas, and power sectors to private investment. In 2014, the Mexican Congress passed secondary laws to implement the reforms. The reforms allowed the Mexican government to grant contracts to private-sector entities in the upstream sector through public tenders. These amendments allowed private-sector entities to obtain permits for the processing, refining, marketing, transportation, storage, import and export of hydrocarbons.
The legislation enacted in 2014 included the Mexican Hydrocarbons Law (Ley de Hidrocarburos), which preserved the concept of state ownership over hydrocarbons while located in the subsoil but allowed private companies to take ownership over the hydrocarbons once they were extracted. The Mexican Hydrocarbons Law allowed private-sector entities holding a permit granted by the Mexican Energy Regulatory Commission (Comisión Reguladora de Energía) (“CRE”) to store, transport, distribute, commercialize and carry out direct sales of hydrocarbons, as well as to own and operate pipelines and liquefaction, regasification, compression and de-compression stations or terminals, and related equipment in accordance with technical and other regulations. In addition, private-sector entities could import or export hydrocarbons subject to a permit from the SENER.
However, on October 31, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, redefining the nature and role of Pemex and CFE, strengthening state control over the energy sector, and orienting their operations toward public service and social welfare.
Additionally, on December 20, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, in terms of organic simplification, providing for the dissolution of various entities, including the COFECE, CRE and CNH. For additional context on the regulatory changes in Mexico concerning the COFECE, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Measures adopted by the antitrust authority in Mexico could have a material adverse effect on our results and financial condition.”
Lastly, on March 18, 2025, the Mexican Congress enacted new secondary legislation overhauling the energy sector and, thus, repealing and replacing the Mexican Hydrocarbons Law and several other federal statutes. For more information, see “ —Energy Reform 2025.”
Reserves and Resources Certification in Mexico
On August 13, 2015, CNH published a set of guidelines that governs the valuation and certification of Mexico’s reserves and the related contingency resources. Such guidelines follow the same SPE/WPC/AAPG international standards as those described with respect to the reserves and resources certification process in Argentina (see “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina”). Therefore, the processes for reserves classification and certification in Mexico are similar to those described with respect to Argentina.
Economic valuation criteria established by the now extinct CNH for proved reserves also follow the SEC’s definitions in Rule 4-10(a) of Regulation S-X which establishes that selling prices considered shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first day-of-the-month price for each month within such period.
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State Oil Company
As a result of the energy reform sponsored by President Peña Nieto, Pemex was transformed from a decentralized public entity into a productive state-owned company on October 7, 2014. However, following the enactment of the Energy Reform 2025, Pemex’s status was changed from a productive state-owned company to a public state-owned company sectorized under SENER. Accordingly, Pemex remains wholly owned by the Mexican government. Moreover, the Energy Reform 2025 included the expedition of a new law governing Pemex (i.e., Ley de la Empresa Pública, Petróleos Mexicanos). Lastly, as a result of the Energy Reform 2025, Pemex’s productive subsidiaries, including Pemex-Exploración y Producción, were dissolved and merged into a single Pemex by operation of law.
Energy Reform 2025
On March 18, 2025, the Mexican Government enacted a reform of the energy sector (“Energy Reform 2025”), pursuant to which several new legislations were issued, including: (i) the Public State-Owned Company Law for CFE; (ii) the Public State-owned Company Law for Pemex; (iii) the Electric Sector Law; (iv) the Hydrocarbons Sector Law; (v) the Energy Planning and Transition Law; (vi) the Biofuels Law; (vii) the Geothermal Law; and (viii) the Mexican Energy Commission Law. In addition, amendments were adopted to: (a) the Mexican Petroleum Fund for Stabilization and Development Law (Ley del Fondo Mexicano del Petróleo para la Estabilización y el Desarrollo); (b) the Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal) and (c) the Hydrocarbons Revenue Law (Ley de Ingresos Sobre Hidrocarburos).
The Energy Reform 2025 modified the regulatory framework for the hydrocarbons and electricity sectors. It strengthened state-owned enterprises, reorganized administrative structures, promoting energy self-sufficiency, and supporting the transition to renewable energy.
Furthermore, the Energy Reform 2025 introduced a new regulatory framework for CFE and Pemex to align with their revised constitutional status as public state-owned companies. It includes special provisions addressing their budgets, debt, subsidiaries and affiliates, sustainability, and contracting practices. The Energy Reform 2025 provides that the activities of CFE and Pemex shall not be considered monopolistic and mandates the implementation of austerity measures, including the adoption of guidelines and execution programs with annual targets, financing mechanisms, and private sector participation under new regulations governing development schemes. In line with the foregoing, Pemex shall not be subject to the open access obligations applicable to the Mexican midstream industry, nor to the applicable unbundling obligations.
The Energy Reform 2025 has also entailed an administrative reorganization under which the functions of the CNH and the CRE were transferred to SENER and to a newly established authority, the CNE. In this regard, it is noteworthy that SENER now exercises regulatory authority over the E&P sector. For example, authorizations for prospecting and exploration of hydrocarbons require SENER’s prior approval. Likewise, SENER is responsible for approving the modification, cancellation, and termination of E&P Agreements, as well as the corresponding exploration and development plans.
Notably, the Energy Reform 2025 provided for the creation of the Mexican Energy Planning Council (Consejo de Planeación Energética). On December 16, 2025, the Operating Guidelines governing the Mexican Energy Planning Council and its committees were published in the Mexican Federal Official Gazette. Under such guidelines, the aforementioned council is responsible for coordinating and overseeing the national energy transition strategy, the sustainable energy use plan and the development plans for both the electricity and hydrocarbons sectors. Subsequently, on December 22, 2025, the Sectoral Energy Program was published, establishing three main objectives: strengthening energy self-sufficiency and sovereignty, promoting renewable energy and energy efficiency, and ensuring energy justice.
The new model strengthens the government’s steering role, and guides decision-making through binding planning to align public and private investments with the country’s needs. In the hydrocarbons sector, binding
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planning shall take into account, among other, the following considerations: promoting energy justice, energy transition and efficiency, sustainability, and the development of clean and renewable energies; preserving the nation’s energy sovereignty and security; providing the public with fuels of the highest quality at the lowest possible price; and incentivizing the expansion and modernization of the sector’s infrastructure.
Pursuant to the new Hydrocarbons Sector Law, Pemex has been positioned as the central player in Mexico’s exploration and production sector. As a result, upstream development is primarily expected to be carried out through Entitlements for Self-Development (Asignaciones para Desarrollo Propio) granted directly to Pemex. In addition, and on a complementary basis, Pemex may participate in certain projects through mixed schemes (Asignaciones para Desarrollo Mixto) alongside private investors, subject to non-waivable regulatory requirements, including minimum participation thresholds. Pemex is expected to retain an equity stake of at least 40%, while the private partner contributes 100% of the CAPEX and OPEX, subject to defined cost-recovery mechanisms and regulatory oversight by the Ministry of Energy and the Ministry of Finance. Under these structures, private parties may contribute technical, operational, and financial capabilities, potentially acting as operators and receiving compensation in cash or, in some cases, in kind. However, these mixed schemes have limited scope, both in terms of the number and type of projects expected to be available.
Furthermore, on October 3, 2025, additional regulations implementing the Energy Reform 2025 were published in the Mexican Federal Official Gazette, including the Regulations (Reglamento) of the Hydrocarbons Sector Law.
Lastly, pursuant to the transitional provisions of the Energy Reform 2025, the administrative provisions previously issued by the CRE and the CNH shall remain in force to the extent they do not conflict with the new laws. E&P Agreements shall remain in force and continue to be governed by their original terms and conditions, in accordance with the legal provisions in effect at the time of their granting. Permits and authorizations previously issued by the CNH, CRE, and SENER – including for hydrocarbon commercialization, import and export – shall remain valid under the terms and conditions under which they were granted.
Transportation
Before the President Peña Nieto’s energy reform, Pemex had exclusivity on certain activities such as processing, storage, transportation, distribution and marketing of petroleum products. The aforesaid energy reform allowed private sector participation in the construction and operation of oil products storage and transportation facilities. In such regard, transportation activities required a permit issued by CRE and were subject to open access principles. Pursuant to the Energy Reform 2025, the CNE shall issue the corresponding transportation permits and the open access obligations shall remain in place and applicable to the shippers, with the exception of Pemex. Moreover, the Energy Reform 2025 provides that the creation of new integrated storage and transportation systems or the addition of new infrastructure thereof shall prioritize Pemex in the capacity assignment.
Market Regulations
In the past, the Mexican government has imposed price controls on the sales of natural gas, NGL, gasoline, diesel, gas oil intended for domestic use, fuel oil and other products. Nonetheless, currently, sale prices of gasoline and diesel have been fully liberalized and are determined by the free market. However, in late February 2025, President Claudia Sheinbaum’s administration entered into a voluntary agreement with gas station owners in Mexico to cap the price of regular gasoline at Ps.24 per liter for an initial period of six months, which has been extended beyond 2025. Such measure aimed at alleviating financial pressures on consumers. Said agreement excludes border regions due to their unique cost structures and fiscal incentives.
The import and export of petroleum products, petrochemicals, and hydrocarbons, as well as their commercialization within Mexican territory, are regulated activities subject to permits issued by SENER and, previously, by CRE, respectively. Pursuant to the Energy Reform 2025, CRE’s functions have been partially assumed by SENER, while several downstream-related responsibilities have been transferred to the CNE. Currently, in all onshore projects, private operators sell their entire hydrocarbon production domestically to Pemex.
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Federal Environmental Law
The Mexican Federal Environmental Liability Law (Ley Federal de Responsabilidad Ambiental) enacted on July 7, 2013 regulates environmental liability arising from damages to the environment including remediation and compensation. In the event of intentional and unlawful action or inaction, the responsible party will be fined up to approximately 68 million Mexican Pesos for 2025. This liability regime is independent from administrative, civil or criminal liability regimes, which may be applicable depending on the performed conduct.
Environmental liability may be attributed to an entity for conduct carried out by its representatives, managers, directors, employees, or officers who are directly involved in operations. The statute of limitations to claim environmental liability is 12 years from the date of the environmental damage. The law allows the interested parties to solve disputes by means of alternative dispute resolution mechanisms, provided that public interest or third-party rights are not affected.
Mexican Judicial Reform
On September 15, 2024, a constitutional reform was published in the Mexican Federal Official Gazette, introducing significant changes to Mexico’s judicial system (“Mexican Judicial Reform”), mandating the popular election of judges, magistrates, and Supreme Court justices. The reform prompted significant opposition from the judiciary, including nationwide judicial work strikes in 2024, which temporarily disrupted court operations. Pursuant to the reform, elections were held in June 2025 to select nine Supreme Court justices and half of all federal judges. The elected judges took office on September 2025, with the next federal judiciary elections set for June 6, 2027. .
See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to the Argentine and Mexican Economic and Regulatory Environments—Economic and political developments in Mexico may adversely affect Mexican economic policy and, in turn, our operations.”
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ORGANIZATIONAL STRUCTURE
The following diagram shows our main subsidiaries as of December 31, 2025:
(1) Assets transferred to Tango, effective on March 1, 2023.
(2) Formerly known as Petronas E&P Argentina S.A.
PROPERTY, PLANT AND EQUIPMENT
We hold both freehold and leasehold interests, but no specific interest is individually material to us. Most of our property, consisting of oil and gas reserves, oil and gas wells and corporate office buildings are located in Argentina. In each of the countries in which we operate, the states (federal or provincial) are the exclusive owner of all hydrocarbon resources located in such country and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves.
In Argentina, the Provinces are the exclusive owners of all onshore hydrocarbon resources and have full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. The Provinces grant these rights through exploitation concessions. In Mexico, prior to the Energy Reform 2025, the Mexican State performed E&P activities through entitlements granted to public state-owned companies or by granting public state-owned companies or private entities, individually or under a consortium, E&P agreements. With the implementation of the Energy Reform 2025, the Mexican State may carry out E&P activities through self-development entitlements (asignaciones para desarrollo propio) or mixed development entitlements (asignaciones para desarrollo mixto) granted to Pemex, or, on an exceptional basis, through E&P agreements awarded pursuant to a public bidding process conducted by SENER. Entitlements and E&P agreements are subject to different regulatory regimes. For more information, see “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina” and “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Mexico.”
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We are subject to several environmental laws and regulations promulgated by local and federal governments in Argentina and Mexico which may affect the utilization of the assets. In addition, other environmental issues may influence the Company’s use of property, plant and equipment. See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to Our Business and Industry—The oil and gas industry is subject to particular operational and economic risks.”