| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Vista Energy, S.A.B. de C.V. [ VIST ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[BMV: VISTA] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Series A Shares | 182,967(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Options (Right to Buy) | (2) | 04/28/2030 | Series A Shares / American Depositary Shares ("ADSs") | 50,000 | $2.1 | D | |
| Employee Stock Options (Right to Buy) | (2) | 04/01/2031 | Series A Shares / ADSs | 40,650 | $2.85 | D | |
| Employee Stock Options (Right to Buy) | (2) | 04/01/2032 | Series A Shares / ADSs | 32,683 | $7.05 | D | |
| Employee Stock Options (Right to Buy) | (2) | 04/01/2033 | Series A Shares / ADSs | 7,806 | $17.83 | D | |
| Employee Stock Options (Right to Buy) | 04/01/2026 | 04/01/2033 | Series A Shares / ADSs | 3,904 | $17.83 | D | |
| Employee Stock Options (Right to Buy) | (2) | 04/01/2034 | Series A Shares / ADSs | 2,999 | $32.02 | D | |
| Employee Stock Options (Right to Buy) | 04/01/2026 | 04/01/2034 | Series A Shares / ADSs | 2,999 | $32.02 | D | |
| Employee Stock Options (Right to Buy) | 04/01/2027 | 04/01/2034 | Series A Shares / ADSs | 3,000 | $32.02 | D | |
| Employee Stock Options (Right to Buy)(3) | (2) | 01/02/2035 | Series A Shares / ADSs | 3,902 | $54.09 | D | |
| Employee Stock Options (Right to Buy)(3) | 01/02/2027 | 01/02/2035 | Series A Shares / ADSs | 3,902 | $54.09 | D | |
| Employee Stock Options (Right to Buy)(3) | 01/02/2028 | 01/02/2035 | Series A Shares / ADSs | 3,903 | $54.09 | D | |
| Employee Stock Options (Right to Buy)(3) | 01/02/2027 | 01/02/2036 | Series A Shares / ADSs | 5,329 | $47.96 | D | |
| Employee Stock Options (Right to Buy)(3) | 01/02/2028 | 01/02/2036 | Series A Shares / ADSs | 5,329 | $47.96 | D | |
| Employee Stock Options (Right to Buy)(3) | 01/02/2029 | 01/02/2036 | Series A Shares / ADSs | 5,329 | $47.96 | D | |
| Employee Stock Options (Right to Buy)(3) | 04/23/2028 | 04/23/2035 | Series A Shares / ADSs | 201,923 | $52.3 | D | |
| Restricted Stock Unit(4) | (4) | (4) | Series A Shares / ADSs | 13,377 | (4) | D | |
| Performance Stock Unit(5) | (5) | (5) | Series A Shares / ADSs | 40,403 | (5) | D | |
| Explanation of Responses: |
| 1. 54,516 series A shares held directly and 128,451 series A shares represented by 128,451 American despositary shares. Each American depositary share respresents one series A share. |
| 2. Stock Options vested and exercisable through the date indicated under "Expiration Date." |
| 3. Stock Options will vest on the date indicated under "Date Exercisable," and are exercisable through the date indicated under "Expiration Date." |
| 4. Each Restricted Stock Unit represents a contingent right to receive one series A share of the Company or the value thereof in cash. RSUs may vest commencing on the following dates, subject to the satisfaction of certain conditions: 1,593 RSUs on 12/01/2026, 4,622 RSUs on 01/02/2027, 4,621 RSUs on 01/02/2028 and 2,541 RSUs on 01/02/2029. |
| 5. Each Performance Stock Unit (PSUs) represents a contingent right to receive one series A share of the Company or the value thereof in cash. PSUs may vest commencing on the following dates, subject to the satisfaction of certain conditions: 15,037 PSUs on 12/31/2026 and 25,366 PSUs on 02/26/2028. |
| /s/ Matias Weissel | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||