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

Vista Energy, S.A.B. de C.V.VIST财报

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Vista Energy, S.A.B. de C.V. is a Latin American energy firm engaged in exploration, development, and production of oil and natural gas resources. It operates mainly in Argentina’s Vaca Muerta shale formation, serving regional and global markets with a focus on efficient, sustainable upstream operations across its asset portfolio.

What changed in Vista Energy, S.A.B. de C.V.'s 20-F — 2023 vs 2024

Top changes in Vista Energy, S.A.B. de C.V.'s 2024 20-F

1273 paragraphs added · 925 removed · 422 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

94 edited+40 added−367 removed90 unchanged
We cannot predict how these factors will influence oil and related oil products prices and we have no control over them. Price volatility curtails the ability of industry participants to adopt certain long-term investment decisions given that returns on investments become unpredictable.
We cannot predict how these factors will influence the prices of oil and related oil products, and we have no control over them. Price volatility curtails the ability of industry participants to adopt certain long-term investment decisions given that returns on investments become unpredictable.
If we fail to meet the pace and extent of society’s changing demands or our own aspirations for lower carbon energy as the energy transition unfolds (including failing to meet our aspiration to become net zero in scope 1 & 2 GHG emissions by 2026), we could face reputational costs or fail in sustaining and developing our business.
If we fail to meet the pace and extent of society’s changing demands or our own aspirations for lower carbon energy as the energy transition unfolds (including failing to meet our aspiration to become net zero in scope 1 and 2 GHG emissions by 2026), we could face reputational costs or fail in sustaining and developing our business.
More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives, compliance costs and operational restrictions, and/or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our 16 operating costs.
More stringent environmental regulations can result in the imposition of costs associated with GHG emissions, either through environmental agency requirements relating to mitigation initiatives, compliance costs and operational restrictions, and/or through other regulatory measures such as GHG emissions taxation and market creation of limitations on GHG emissions that have the potential to increase our operating costs.
In addition, the occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost or diseases, is unpredictable, may have a potentially devastating impact on production, mainly on agricultural products, and may otherwise adversely affect the supply and price of such products. Adverse weather conditions may be exacerbated by the effects of climate change.
In addition, the occurrence of severe adverse weather conditions, especially droughts, hail, floods or frost or diseases, is unpredictable, may have a potentially devastating impact on production, mainly on agricultural products, and may adversely affect the supply and price of such products. Adverse weather conditions may be exacerbated by the effects of climate change.
The determination by the Argentine and Mexican governments to fix, or indirectly intervene to generate, 11 local crude oil prices at values below export parity could have an adverse effect on our results of operations, financial condition, and cash flows.
The determination by the Argentine and Mexican governments to fix, or indirectly intervene, to generate local crude oil prices at values below export parity could have an adverse effect on our results of operations, financial condition, and cash flows.
The pace and extent of the energy transition could pose a risk to the company if our own transition towards decarbonization moves at a different speed than that of our competitors and the economy in general, or if we fail to meet our aspirations.
The pace and extent of the energy transition could pose a risk to the company if our own progress towards decarbonization moves at a different speed than that of our competitors and the economy in general, or if we fail to meet our aspirations.
In order to execute our strategic plan and meet our 2026 targets, we need to expand our capacity to transport, treat and inject our oil & gas production. If we are not able to execute these expansion projects, our growth plan could be affected.
In order to execute our strategic plan and meet our targets, we need to expand our capacity to transport, treat and inject our oil and gas production. If we are not able to execute these expansion projects, our growth plan could be affected.
These price declines could result in changes to our development plans, reduced capital expenditures, failure of our joint venture partners to approve investment projects, a loss of proved developed reserves and proved undeveloped reserves, an adverse effect on our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources, carry out certain of our other capital expenditure plans, meet our long-term targets and service our financial debt.
These price declines could result in changes to our development plans, reduced capital expenditures, failure of our joint venture partners to approve investment projects, a loss of proved developed reserves and proved undeveloped reserves, an adverse effect on our ability to improve our hydrocarbon recovery rates, find new reserves, develop unconventional resources, carry out certain capital expenditure plans, meet our long-term targets and service our financial debt obligations.
In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow and profitability.
In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on our results of operations, cash flow, profitability.
The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including (i) unexpected drilling conditions; (ii) unexpected pressure or irregularities in formations; (iii) equipment failures or accidents; (iv) construction delays; (v) hydraulic stimulation accidents or failures; (vi) adverse weather conditions; (vii) restricted access to land for drilling or laying pipelines; (viii) title defects; (ix) lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities; (x) lack of available capacity on interconnecting transmission pipelines; (xi) access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; and (xii) delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements.
The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including (i) unexpected drilling conditions; (ii) unexpected pressure or irregularities in formations; (iii) equipment failures or accidents; (iv) construction delays; (v) hydraulic stimulation accidents or failures; (vi) adverse weather conditions; (vii) restricted access to land for drilling or laying pipelines; (viii) title defects; (ix) lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities; (x) lack of available capacity on interconnecting transmission pipelines; (xi) access to, and the cost and availability of, the equipment, services, resources and personnel required to complete our drilling, completion and operating activities; (xii) involuntary human error; and (xiii) delays imposed by or resulting from compliance with environmental and other governmental or regulatory requirements.
Our actual results could differ materially and adversely from those anticipated in this annual report. Risk Factor Summary The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “—Detailed Risk Factors” for a comprehensive description of these and other risks.
Our actual results could differ materially and adversely from those anticipated in this annual report. Risk Factor Summary The following summarizes the main risks to which we are subject. You should carefully consider all of the information discussed below in “—Detailed Risk Factors ” for a comprehensive description of these and other risks.
If we are slower than competitors or the economy in general, either because we do not invest enough funds, or invest in technologies that fail to reduce our carbon footprint, or if we fail to meet our ambition to become net zero in scope 1 & 2 GHG emissions by 2026, our reputation may suffer and customers may prefer a different supplier which would adversely impact demand for our hydrocarbon products, including the market value of our unconventional acreage and associated resources we expect to develop in the future.
If we are slower than competitors or the economy in general, either because we do not invest enough funds, or invest in technologies that fail to reduce our carbon footprint, or if we fail to meet our ambition to become net zero in scope 1 and 2 GHG emissions by 2026, our reputation may suffer and customers may prefer a different supplier, which would adversely impact demand for our hydrocarbon products, including the market value of our shale oil acreage and associated resources we expect to develop in the future.
See “Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition.” We are also affected by competition for drilling rigs and the availability of related equipment, leading to higher drilling costs over the past several years.
See ” Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition. ” We are also affected by competition for drilling rigs and the availability of related equipment, leading to higher drilling costs over the past several years.
In addition, contraction of demand and pricing of our products can impact the valuation of our reserves. Additionally, in periods of lower commodity prices, we may curtail production and capital spending or may defer or delay drilling wells because of lower cash generation.
In addition, a contraction in the demand and/or prices of our products can impact the valuation of our reserves. Additionally, in periods of lower commodity prices, we may curtail production and capital spending or may defer or delay drilling wells because of lower cash generation.
Our liquidity, business activities, profitability and ability to compete in the market may be adversely affected if we are not able to acquire and correctly use necessary new technologies in connection with future drilling projects, obtaining financing for such projects, obtain and maintain and/or partners to develop and maintain our business activities. 9 The enhanced focus on climate change and the transition to lower carbon energy sources on the part of the international community, governments, and investors, promote an increase in the use of energy from renewable sources.
Our liquidity, business activities, profitability and ability to compete in the market may be adversely affected if we are not able to acquire and correctly use necessary new technologies in connection with future drilling projects, obtaining financing for such projects, obtain and maintain and/or partners to develop and maintain our business activities. 10 Table of Contents The enhanced focus on climate change and the transition to lower carbon energy sources on the part of the international community, governments, and investors, promote an increase in the use of energy from renewable sources.
See “Item 16K—Cybersecurity.” Risks Related to our Company The historical financial information included in this annual report and the past performance and experience of our Executive Team may not be indicative of future results.
See “ Item 16K—Cybersecurity .” Risks Related to our Company The historical financial information included in this annual report and the past performance and experience of our Executive Team may not be indicative of future results.
Our business operations rely heavily on our production facilities A material portion of our revenues depends on our oil and gas facilities, which are key to producing, transporting, treating and injecting oil and gas in transportation infrastructure for sale.
Our business operations rely heavily on our production facilities A material portion of our revenues depends on our oil and gas facilities, which are key to producing, transporting, treating and injecting oil and gas into transportation infrastructure for sale.
Demand for crude oil by-products, such as gasoline, may contract under certain conditions, particularly during economic downturns, or due to changes in consumer preferences following from the energy transition currently underway. A contraction of the demand of our products would adversely affect our revenues, causing economic losses to our Company.
Demand for crude oil by-products, such as gasoline, may contract under certain conditions, particularly during economic downturns, or due to governmental subsidies and/or changes in consumer preferences following from the energy transition currently underway. A contraction of the demand of our products would adversely affect our revenues, causing economic losses to our Company.
In the event that local prices are reduced through any of the factors described above, which we cannot control, could affect the economic performance of our existing and future projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets.
In the event that local prices were reduced through any of the factors described above, which we cannot control, this could affect the economic performance of our existing and future projects, generating a loss of reserves as a result of changes in our development plans, our assumptions and our estimates, and consequently affect the recovery value of certain assets.
Additionally, if we were unable to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse effect on our growth prospects, financial condition, results of operations and cash flows. Our operations may pose risks to the environment.
Additionally, if we were unable to obtain water from any sources, we might be forced to halt our drilling and completion activities, which could have a material adverse effect on our growth prospects, financial condition, results of operations and cash flows. 18 Table of Contents Our operations may pose risks to the environment.
If we do not succeed in meeting these milestones, renewing our agreements, maintaining our operations in these concessions or securing new ones, our ability to grow our business may be materially affected.
If we do not succeed in meeting these milestones, renewing our agreements, maintaining our operations in these concessions or securing new ones, our ability to grow our business may be materially affected. See “
Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition. Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy.
Our failure to time the transition of our production to address climate-change related concerns could have a material adverse effect on our earnings, cash flows and financial condition. 20 Table of Contents Adverse climate conditions may adversely affect our results of operations and our ability to conduct drilling operations. Additionally, adverse climate conditions could negatively impact the Argentine economy.
Even if we have implemented, and continue to implement, a cybersecurity plan (See “Item 16K—Cybersecurity”), the technologies, systems, and networks that we have implemented, or may implement in the future, and those of our service providers, may be the object of cyberattacks or failures to the security of information systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, other interruptions of, or disruptions to, our operations.
Even if we have implemented, and continue to implement, a cybersecurity plan (See “ Item 16K— Cybersecurity ”), the technologies, systems, and networks that we have implemented, or may implement in the future, and those of our service providers, may be the object of cyberattacks or failures to the security of information systems, which could lead to interruptions in critical industrial systems, the unauthorized disclosure of confidential or protected information, data corruption, other interruptions of, or disruptions to, our operations.
The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase production.
The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of various factors. We may decrease our actual capital expenditures in response to lower commodity prices, which would negatively impact our ability to increase or even maintain production.
The war could have a material negative impact in oil prices and global growth as well as further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, scarcity of certain raw materials and products, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.
The war could have a material negative impact on oil prices and global growth as well as further global economic consequences, including but not limited to the possibility of increased volatility in energy prices, severely diminished liquidity and credit availability, declines in consumer confidence, scarcity of certain raw materials and products, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.
There can be no assurance that future environmental issues will not result in cost increases, civil liability or administrative action, which could lead to a material adverse effect on our financial condition and results of operations. Any climate change legislation or regulations restricting emissions of greenhouse gases (“GHGs”) could result in increased operating costs.
There can be no assurance that future environmental issues will not result in cost increases, civil liability or administrative action, which could lead to a material adverse effect on our financial condition and results of operations. Any climate change legislation or regulations restricting GHG emissions could result in increased operating costs.
Additionally, changes to worldwide oil prices and demand could cause turmoil in the global financial system, and in turn materially affect our business, financial condition and results of operations. The conflict involving Israel and Hamas could have a material adverse effect on our business, financial condition and results of operations.
Additionally, changes to worldwide oil prices and demand could cause turmoil in the global financial system, and in turn materially affect our business, financial condition and results of operations. The conflicts involving Israel, Hamas and Iran could have a material adverse effect on our business, financial condition and results of operations.
We expect that a growing share of our GHG emissions could be subject to regulation, resulting in increased compliance costs and operational restrictions. Regulators may seek to limit certain oil and gas projects or make it more difficult to obtain required permits for hydrocarbon exploration and exploitation.
We expect that a growing share of our GHG emissions could be subject to regulation, resulting in increased compliance costs and operational restrictions. Regulators may seek to limit certain oil and gas projects or make it more difficult to obtain required permits for hydrocarbon E&P.
The conflict has led to an increase in international oil prices, which creates transitory increases in the revenues of upstream companies around the globe. In addition, it has also led to increased volatility in global commodities in general and hydrocarbon prices.
The conflict has led to an increase in international oil prices, which creates transitory increases in the revenues of E&P companies around the globe. In addition, it has also led to increased volatility in global commodities in general and hydrocarbon prices.
As of December 31, 2023, most of our producing properties and total estimated proved reserves were geographically concentrated in the Neuquina Basin, located in Argentina. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high.
As of December 31, 2024, most of our producing properties and total estimated proved reserves were geographically concentrated in Vaca Muerta, in the Neuquina Basin, located in Argentina. A substantial portion of our operations and drilling activity are concentrated in areas in such basins where industry activity is high.
Oil and gas exploration and production (“E&P”) activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as drilling, completion, production, equipment, gathering, treatment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields.
Oil and gas E&P activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as drilling, completion, production, equipment, gathering, treatment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields.
Compliance with legal and regulatory changes relating to climate change set out by the Argentine and Mexican governments, including those resulting from the implementation of international treaties (see “Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework”), may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program.
Compliance with legal and regulatory changes relating to climate change set out by the Argentine and Mexican governments, including those resulting from the implementation of international treaties (see “ Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework in Connection with Climate Change ”) may in the future increase our costs to operate and maintain our facilities, install new emission controls on our facilities and administer and manage any GHG emissions program.
For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can establish responsibilities for gas emissions and prevent, mitigate or minimize the damages or impacts associated with climate change (see “Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework”).
For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can establish responsibilities for gas emissions and prevent, mitigate or minimize the damages or impacts associated with climate change (see “ Item 4—Information on the Company—Business Overview—Argentine Regulatory Framework in Connection with Climate Change ”).
Although we consider our relationship with local communities, including indigenous communities to be good, we cannot ensure that any form of protest, including road blocks, actions limiting access of our workers or contractors to our operation, sabotage or any disruptive action will not impact our operations.
Although we consider our relationship with local communities, including indigenous communities, to be good, we cannot ensure that any form of protest, including roadblocks, actions limiting access of our workers or contractors to our operations, sabotage, or any disruptive action will not impact our operations.
During 2023, 52% of our oil sales volumes were exported, and we expect to continue exporting a substantial portion of our volumes in the future. We are, therefore, exposed to pricing risk in both the international and domestic markets, especially the Argentine domestic market.
During 2024, 49% of our oil sales volumes were exported, and we expect to continue exporting a substantial portion of our volumes in the future. We are, therefore, exposed to pricing risk in both the international and domestic markets, especially the Argentine domestic market.
Factors affecting international prices for crude oil are: political developments in crude oil producing regions, particularly in the Middle East, the ongoing conflict involving Russia and Ukraine, and more recently between Israel and Hamas, the ability of the OPEC and other crude oil producing nations to set and maintain crude oil production levels and prices; macroeconomic conditions, including inflation; global and regional supply and demand for crude oil, gas and related products; investment in new projects to bring new oil production volumes to the market; global supply chain disruptions, and shipping bottlenecks, competition from other energy sources, the effects of a pandemic (such as COVID-19) or epidemic and any subsequent mandatory regulatory restrictions or containment measures, domestic and foreign government regulations, weather conditions, and global and local conflicts, war, or acts of terrorism.
Factors affecting international crude oil prices include: political developments in crude oil producing regions, particularly in the Middle East, the ongoing conflicts between Russia and Ukraine, Israel, Hamas and Iran, and China and Taiwan; the ability of the OPEC and other crude oil producing nations to set and maintain crude oil production levels and prices; macroeconomic conditions, including inflation and GDP growth; global and regional supply and demand for crude oil, gas and related products; investment in new projects to bring new oil production volumes to the market; global supply chain disruptions, and shipping bottlenecks, competition from other energy sources, the effects of a pandemic (such as COVID-19) or epidemic and any subsequent mandatory regulatory restrictions or containment measures, domestic and foreign government regulations, trade conflicts, weather conditions, and global and local conflicts, war, or acts of terrorism.
A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, particularly a slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results.
A prolonged economic slowdown or recession, adverse events relating to the energy industry, or regional, national, or global economic conditions and factors, could negatively impact our operations and therefore adversely affect our results.
In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for a prolonged period of time.
In addition, certain cyber incidents, such as the advanced persistent threat, may not be detected for 21 Table of Contents a prolonged period of time.
Additional risks exist in light of the conflict involving Russia and Ukraine and the conflict between Israel and Hamas in the Gaza Strip, and the associated economic and trade sanctions and restrictions that have been imposed or may be imposed in the future as a result of such conflicts or others.
Additional risks exist in light of the conflict between Russia and Ukraine and the conflicts involving Israel, Hamas and Iran in the Middle East, and the associated economic and trade sanctions and restrictions that have been imposed or may be imposed in the future as a result of such conflicts or others.
Secondly, the domestic price of crude oil has fluctuated in the past in Argentina and Mexico not only due to international prices and the risks outlined above, but also due to local taxation, regulations affecting commercialization in the domestic and export markets, macroeconomic conditions, the impact of a pandemic on general economic activity and therefore crude oil demand and refining margins.
Secondly, the domestic crude oil price has fluctuated in the past in Argentina and Mexico not only due to international prices and the risks outlined above, but also due to local taxation, regulations affecting commercialization in the domestic and export markets in connection with crude and refined hydrocarbons, macroeconomic conditions, the impact of a pandemic on general economic activity and therefore crude oil demand 12 Table of Contents and refining margins.
A number of assumptions and uncertainties are inherent in estimating the amounts of proven reserves of oil and gas (including, but not limited to production forecasts, the time and amount of development expenditures, testing and production after the date of the estimates, among others), many of which are beyond our control and are subject to change over time.
A number of assumptions and uncertainties are inherent in estimating the amounts of proven reserves of oil and gas (including, but not limited to production forecasts, the time and amount of development expenditures, testing and production after the date of the estimates, among others), many of which are beyond our control and are subject to change over time. 16 Table of Contents Consequently, measures of reserves are not precise and are subject to revision.
In particular, most of our crude oil production is transported from the Neuquina Basin through the Oldelval pipeline system to the south of the Province of Buenos Aires, from where it is sent to refineries or port facilities at Puerto Rosales for exports. On the other hand, part of our oil is transported to Chile through the OTASA/OTC pipeline.
In particular, most of our crude oil production is transported from the Neuquina Basin through the Oldelval pipeline system to the south of the Province of Buenos Aires, from where it is sent to refineries or port facilities at Puerto Rosales for exports.
Consequently, measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs.
Any downward revision in our estimated quantities of proved reserves could adversely impact our financial condition and results of operations, and ultimately have a material adverse effect on the market value of our series A shares or ADSs.
This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, and the market value of our series A shares or ADSs may decline.
This, in turn, could lead to a decline in production, and could materially and adversely affect our business, financial condition and results of operations, including our ability to service financial debt obligations, and the market value of our series A shares or ADSs.
See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina” and the 2023 Reserves Report attached hereto as Exhibit 99.1.
See “ Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Reserves and Resources Certification in Argentina ” and the 2024 Reserves Report attached hereto as Exhibit 99.1.
We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and our results of operations.
We may not be able to acquire, develop or exploit new reserves, which could decrease the volume of our reserves over time and could, in turn, adversely affect our financial condition and our results of operations. We also may be subject to unknown or contingent liabilities related to our recent and future acquisitions.
The oil and gas industry is competitive and we compete with the major independent and state-owned oil and gas companies engaged in the E&P sector, including state-owned E&P companies that possess substantially greater financial and other resources than we do for researching and developing E&P technologies, accessing to markets, equipment, midstream capacity, labor and capital required to acquire, develop and operate our properties.
The oil and gas industry is competitive and we compete with the major independent and state-owned oil and gas companies engaged in the E&P sector that possess substantially greater financial and other resources than we do for researching and developing E&P technologies, accessing markets, equipment, midstream capacity, labor and capital required to acquire, develop and operate our properties, as well as political relationships and connections with other stakeholders, which is key, given that our business and assets are subject to political decisions.
For example, our emissions information excludes the emissions arising from concession areas that we do not operate (on which we do not have emissions information) and therefore only cover approximately 93% of our production, based on our 2023 performance data.
For example, our emissions information excludes the emissions arising from concession areas that we do not operate in Argentina and from our operated asset in Mexico, and therefore only cover approximately 93% of our production, based on our 2024 performance data.
We also compete for the acquisition of licenses and properties in the countries in which we operate. 20 Should we choose to bid for exploration or exploitation rights in a hydrocarbon area, or bid for midstream capacity, we would face significant competition not only from private companies, but also from national or provincial public companies.
We also compete for the acquisition of licenses and properties in the countries in which we operate. Should we choose to bid for exploration or exploitation rights in a hydrocarbon area, or bid for midstream capacity, we would face significant competition from state-owned, private and publicly-traded companies.
Any such action could have an adverse effect on our reputation, financial condition and results of operations. Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide.
Our industry has become increasingly dependent on digital technologies to carry out daily operations and is subject to increasing cybersecurity threats. As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events have also increased worldwide.
Beginning in October 2023, Israel and Hamas have been involved in a serious and escalating armed conflict. A sharper escalation of the conflict could bring Israel into direct conflict with Iran, or other Middle East countries, and lead to the involvement of other countries around the globe in the conflict.
Beginning in October 2023, Israel and Hamas have been involved in a serious and escalating armed conflict, which also involved other countries in the Middle East, such as Iran (which more recently engaged in direct conflict with Israel). A sharper escalation of these conflicts could lead to the involvement of other countries around the globe.
Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas.
Further, access to adequate gathering systems or pipeline takeaway capacity and the availability of drilling rigs and other services may be more challenging in new or emerging areas, and can be particularly challenging in Argentina, where access to capital is generally more limited compared to other regions.
See “Item 4—Information on the Company—Business Overview—Customers and Marketing—Competition.” We must achieve certain milestones to protect the exploitation rights in our concessions. In order to keep our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments related to drilling and production in determined time periods, as stated in the relevant agreements signed with government authorities.
In order to keep our exploitation rights in our concessions, we must achieve certain milestones, including investment commitments related to drilling and production in determined time periods, as stated in the relevant agreements signed with government authorities.
The lack of gas treatment, compression or transportation infrastructure may also adversely affect our financial condition and results of operations.
The lack of oil transportation, storage or loading infrastructure, as well as the lack of vessels for maritime oil transportation, may adversely affect our financial condition and results of operations. The lack of gas treatment, compression or transportation infrastructure may also adversely affect our financial condition and results of operations.
If securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADS could decline.
Dividend distributions to holders of our series A shares will be made in Mexican Pesos. Also, if securities or industry analysts do not publish research reports about our business, or publish negative reports about our business, the price and trading volume of our series A shares and the ADS could decline.
See “Item 4—Information on the Company—Environmental Policy.” 17 Our net zero ambition is subject to complex methodologies, calculations, assumptions and estimates, including with respect to how we determine our emissions and the carbon offsets through our NBS projects.
Our NBS projects are designed to offset the residual emissions from our operations through carbon capture in soil and forest. See “ Item 4—Information on the Company—Business Overview—Environmental Policy .” Our net zero ambition is subject to complex methodologies, calculations, assumptions and estimates, including with respect to how we determine our emissions and the carbon offsets through our NBS projects.
We are exposed to contractions in demand of crude oil and natural gas and contractions in demand of any of their by-products. Demand for our crude oil and gas products is largely influenced by the economic activity and growth in Argentina, Mexico and globally.
Demand for our crude oil and gas products is largely influenced by the economic activity and growth in Argentina, Mexico and globally.
This could have an adverse effect on the demand for crude oil and crude oil prices, and therefore impact negatively on our business. Demand for our products is subject to volatility in the future.
In addition, low economic growth in major emerging economies, such as China or India, could negatively impact oil demand. This could have an adverse effect on demand for crude oil and crude oil prices, and therefore impact negatively on our business. Demand for our products is subject to volatility in the future.
Risks that we face while drilling horizontal wells include, but are not limited to, the following (i) landing the wellbore in the desired drilling zone; (ii) staying in the desired landing zone while drilling horizontally through the formation; (iii) running casing the entire length of the wellbore; and (iv) being able to run tools and other equipment consistently through the horizontal wellbore.
Risks that we face while drilling horizontal wells include, but are not limited to, the following (i) landing the wellbore in the desired drilling zone; (ii) staying in the desired landing zone while drilling horizontally through the formation; (iii) running casing the entire length of the wellbore; and (iv) being able to run tools and other equipment consistently through the horizontal wellbore. 22 Table of Contents Risks that we face while completing wells include, but are not limited to, the following: (i) the ability to stimulate the planned number of stages; (ii) the ability to run tools the entire length of the wellbore during completion operations; and (iii) the ability to successfully clean out the wellbore after completion of the final hydraulic stimulation stage.
However, under certain scenarios (for example, in low realized oil price scenarios), our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets.
However, under certain scenarios ( e.g., in lower realized oil price scenarios compared to average realized oil prices prevailing as of the second semester of 2024), our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets.
Moreover, certain investors have also decided to divest their investments in fossil fuel companies and stakeholder groups are also putting pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, some financial institutions have started to limit their exposure to fossil fuel projects.
Moreover, certain investors might decide to divest their investments in fossil fuel companies and different stakeholder groups might be included to exert pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, in recent years some financial institutions have limited their exposure to fossil fuel projects.
Although we are committed to operating in a socially responsible manner, we may face opposition from local communities and negative media attention. For example, several of our operations are carried out in the Province of Neuquén, Argentina. Local communities, including indigenous communities, have engaged in various forms of protest against business activities in general, including oil and gas.
For example, several of our operations are carried out in the Province of Neuquén, Argentina. Local communities, including indigenous communities, have engaged in various forms of protest against business activities in general, including oil and gas.
Additionally, as a company which primarily operates in Argentina and Mexico, our business may be affected by changes in those markets. Our business operations require significant and long-term capital investments and maintenance costs.
Additionally, changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations. Also, as a company which primarily operates in Argentina and Mexico, our business may be affected by changes in those markets. Our business operations require significant and long-term capital investments and maintenance costs.
Our business could be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry, and inflation may adversely affect our financial position and operating results.
See also “ —A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices. ” Our business could be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry, and inflation may adversely affect our financial position and operating results.
However, the experience of our Executive Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations.
Additionally, we believe that the experience of our Executive Team constitutes a differentiated source of competitive strength for us. However, the experience of our Executive Team in the past (whether in Vista or in other companies) may not be indicative of our future results of operations.
Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount.
Whenever the recoverable amount of an individual asset or cash-generating unit is less than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. Substantial write-downs of the carrying amount of our assets could adversely affect our financial condition and results of operations.
Accordingly, our ability to access financing for future projects may be adversely affected. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities.
These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities. Expectations relating to GHG emissions could expose us to potential liabilities, increased costs, and reputational harm.
Recent increases in oil prices could accelerate the transition to other sources of energy and led to an unpredictable drop in pricing in the medium to long-term, which in turn could adversely affect our business, financial condition and results of operations.
A sustained increase in oil prices could accelerate the transition to alternative energy sources, leading to an unpredictable decline in prices in the medium to long term, which could adversely affect our business, financial 14 Table of Contents condition, and results of operations.
Substantial write-downs of the carrying amount of our assets could adversely affect our financial condition and results of operations. 15 Exploration and development drilling may not result in commercially productive reserves. Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered.
Exploration and development drilling may not result in commercially productive reserves. Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered.
For more information regarding our historical condensed consolidated financial information, see “Presentation of Information,” “Item 8—Financial Information” and the Audited Financial Statements included elsewhere in this annual report. 19 The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production.
The results of our planned development programs in new or emerging shale development areas and formations may be subject to more uncertainties than programs in more established areas and formations and may not meet our expectations for reserves or production.
Investors should make their own diligence and assessment on whether our emissions information is directly comparable to that of other companies. Our emissions information is also based on limited information and subject to significant uncertainties.
Investors should make their own diligence and assessment on whether our emissions information is directly comparable to that of other companies. Our GHG emissions inventory is calculated and reported in compliance with industry recognized standards (GHG Protocol, API Compendium and GRI reporting). Such calculation is based on limited information and subject to significant uncertainties.
Our business is inherently volatile due to the influence of external factors, such as domestic demand, market prices, availability of financial resources for our business plan and its corresponding costs and government regulations. Our periodic operating results could fluctuate for many reasons, including many of the risks described in this section, which are beyond our control.
Our business is inherently volatile due to the influence of external factors, such as domestic oil and gas demand, oil and gas prices, availability of financial resources for our business plan and its corresponding costs and government regulations.
The conflict and its effects could exacerbate the current slowdown in the global economy and could negatively affect the ability of some of our customers with exposure to the Russian and/or Ukrainian markets to pay for our products. 12 In addition, the conflict has resulted in the imposition of economic and trade sanctions and restrictions targeting Russia and certain Russian economic sectors and companies by the United States, the European Union, the United Kingdom and other major countries.
The conflict and its effects could exacerbate the current slowdown in the global economy and could negatively affect the ability of some of our customers with exposure to the Russian and/or Ukrainian markets to pay for our products.
The effects of severe adverse weather conditions may reduce yields of agricultural activities in Argentina, which could have an adverse effect on the economy, including lower inflows of hard currency from exports, depreciation of the local currency, rising inflation and poverty. 18 Our activities are subject to social and reputational risks, including negative media attention and the potential for protests by members of the local communities in the places where we operate.
The effects of severe adverse weather conditions may reduce yields of agricultural activities in Argentina, which constitute a material share of GDP and exports. This could have an adverse effect on the economy, including lower inflows of hard currency from exports, depreciation of the local currency, rising inflation and poverty.
In such case, we cannot guarantee that we will be able to maintain our current production levels, generate sufficient cash flow or that we will have access to sufficient borrowing or other financing alternatives to continue our exploration, exploitation and production activities at current or higher levels. 13 Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures, operating expenditures and acquisitions.
Additionally, the incurrence of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures, operating expenditures and acquisitions.
Risks Related to our series A shares and the ADSs: The series A shares and ADSs are traded in more than one market, and this may result in price variations. Dividend distributions to holders of our series A shares will be made in Mexican Pesos.
Recent reforms and amendments to Mexican laws and regulations may adversely affect our operations if applicable to our activities. Risks Related to our series A shares and the ADSs: The series A shares and ADSs are traded in more than one market, and this may result in price variations.
In addition, the estimation of “proved oil and natural gas reserves” based on Argentine SdE Resolution No. 324/2006 and Secretariat of Hydrocarbon Resources Resolution No. 69-E/2016 may differ from the standards required by SEC’s regulations. 14 As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, operating results and the market value of our series A shares and ADSs.
As a result, reserve estimates could be materially different from the amounts that are ultimately extracted, and if such amounts are significantly lower than the initial reserves estimates it could result in a material adverse effect on our financial performance, including our ability to service financial debt obligations, operating results and the market value of our series A shares and ADSs.
A decline in realized crude oil prices could also lead to a deterioration in our financial coverage ratios and impairment charges. We cannot predict whether, or to what extent, the potential consequences of such actions could affect our business, impact our production, or affect our financial condition and results of operations.
We cannot predict whether, or to what extent, the potential consequences of such actions could affect our business, impact our production, or affect our financial condition and results of operations, including having enough cash to service our financial debt obligations.
Continuous poor economic performance could eventually impair our ability to repay our financial debt, lead to a deterioration in our financial coverage ratios and impairment charges. A contraction of crude oil demand could also affect us financially, including our ability to pay our suppliers for their services, which could, in turn, lead to further operational distress.
A contraction of crude oil demand could also affect us financially, including our ability to pay our suppliers for their services, or service our financial debt, which could, in turn, lead to further operational distress. 13 Table of Contents A potential increase in crude oil supply in the global market could lead to excess supply and result in a reduction in global crude oil prices.
We are also permitted to rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our ADSs. ADS holders may also be subject to additional risks related to holding ADSs rather than series A shares.
As a foreign private issuer, we have different disclosure and other requirements than U.S. domestic registrants. We are also permitted to rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
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.
Health and Safety Policy The implementation of additional safety procedures in our operations in consistency with our Policy, such as training, work permits, internal audits, drills, tailgate safety meetings, job safety analysis and risk evaluations, has led to a reduction in the number of workforce safety incidents.
Health and Safety Policy The implementation of additional safety procedures in our operations in consistency with our Health and Safety Policy, such as training, work permits, internal audits, drills, tailgate safety meetings, job safety analysis and risk evaluations, has led to a reduction in the number of workforce safety incidents.
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 & gas industry has yet to be assessed.
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.
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 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 Securities and Exchange Commission.
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.
Our safety management system is applied following an Operating Management System (OMS) framework and covers all our employees and contractors working in our offices, fields and providing services. The OMS was designed based on recommended practices for the oil & gas industry and according to IOGP and IPIECA guidelines.
Our safety management system is applied following an Operating Management System (“ OMS ”) framework and covers all our employees and contractors working in our offices, fields and providing services. The OMS was designed based on recommended practices for the oil and gas industry and according to IOGP and IPIECA guidelines.
These regulations require holders of exploration permits and exploitation concessions to file by March 31 st of each year estimates of natural gas and oil reserves and resources existing as of December 31 st of the previous year. Estimates must be certified by an external auditor and sent to the SdE.
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.
(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.
(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.
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.
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.
On the other hand, Aconcagua is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions; (iv) Aconcagua 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 has the right to purchase from Aconcagua up to Aconcagua’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per million BTU until the the final closing date on February 28, 2027; (vi) Vista Argentina and Aconcagua 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; (vii) 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; (viii) Vista Argentina and Aconcagua 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 SE and Jagüel de los Machos) until the expiration of the concession titles (including the potential 10-year extension); and (ix) 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 Aconcagua, subject to provincial approvals.
On the other hand, Aconcagua is entitled to 60% of the crude oil and natural gas production from the CAT Exploitation Concessions; (iv) Aconcagua 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 has the right to purchase from Aconcagua up to Aconcagua’s 60% share of the natural gas produced by the CAT Exploitation Concessions at a price of US$1 per million Btu until the final closing date on February 28, 2027; (vi) Vista Argentina and Aconcagua 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; (vii) 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; 53 Table of Contents (viii) Vista Argentina and Aconcagua 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 (ix) 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 Aconcagua, subject to provincial approvals.
(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.
(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, 2023, Acambuco had a total of zero wells in process of being drilled or in active completion. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023.
As of December 31, 2024, Acambuco had a total of zero wells in process of being drilled or in active completion. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023.
During the year ended December 31, 2023, as operators, we drilled and completed 31 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.
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.
Likewise, by means of its Resolution No. 635/2022 (as amended by its Resolution No. 668/2022) the 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.
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.
The abovementioned unconventional exploitation concession includes the commitment to perform an initial pilot, during which Vista must (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.
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.
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, 2023, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications is not part of our usual business.
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, 2024, we had all our trademarks duly registered with the regulatory authorities, noting as well that patent applications is not part of our usual business.
For the year ended December 31, 2023, 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. Federico Dordoni. 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.
For the year ended December 31, 2024, 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. Federico Dordoni. 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.
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 3.29 USD/MMBtu, applicable for a four-year period as from January 1, 2025.
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.
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, 2023, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows.
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, 2024, our total developed and undeveloped operated acreage in Argentina and Mexico, both gross and net, was as follows.
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, 2023, and 2022, respectively, determined as an unweighted average of the first day of the month for each month within these periods.
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, 2024, and 2023, respectively, determined as an unweighted average of the first day of the month for each month within these periods.
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 assessment block is Pan American Energy which holds a 52% 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.
Independent Reserves Engineer Consultants The 2023 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.
Independent Reserves Engineer Consultants The 2024 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.
(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 less than 1% of our proved developed and undeveloped reserves as of December 31, 2023, respectively.
(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 less than 1% of our proved developed and undeveloped reserves as of December 31, 2024, respectively.
Play Total Organic Content (“TOC”) (%) 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 : Based on Company estimates, Ministry of Economy, Argentine Secretariat of Energy and the EIA.
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 Secretariat of Energy and the EIA.
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 & lower cost company.
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.
On November 29, 2019, the Neuquén Province issued the Decree No. 2597 pursuant to which GyP 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.
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.
Most of our production and revenues, our ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including our currently producing Vaca Muerta wells. We seek to generate strong returns for our shareholders based on the following key value drivers: Deep, ready-to-drill, short-cycle well inventory.
Most of our production and revenues, our ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including our currently producing Vaca Muerta wells. 50 Table of Contents We seek to generate strong returns for our shareholders based on the following key value drivers: Deep, ready-to-drill, short-cycle well inventory.
The One Team Contracts program covers the most important suppliers to our shale oil development: (i) One Team Drilling, which involves SLB and Nabors drilling, and (ii) One Team Completion, which involves SLB and Brent Energía y Servicios.
The One Team Contracts program covers the most important suppliers in our shale oil development: (i) One Team Drilling, which involves SLB and Nabors drilling, and (ii) One Team Completion, which involves SLB and Brent Energía y Servicios.
Information is required to be presented following the criteria approved by the SPE (Society of Petroleum Engineers), the WPC (World Petroleum Council) and the AAPG (American Association of Petroleum Geologists), which are widely accepted internationally.
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.
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 Gas Plan IV.
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.
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 Society of Petroleum Engineers’ Petroleum Resources Management System, which differ from the relevant guidelines published by the SdE.
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.
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. 76 Where possible, emissions factors are derived based on site-specific gas compositional data.
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.
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: electric energy; water; natural gas; waste; public procurement; accessibility; sustainable mobility; and green areas and spaces.
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.
During the year ended December 31, 2023, we did not participate in any drilling activities in Acambuco. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. During the year ended December 31, 2023, four gross wells were drilled in these assets.
During the year ended December 31, 2024, we did not participate in any drilling activities in Acambuco. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023. During the year ended December 31, 2024, two gross wells were drilled in these assets.
Reserves and Resources Certification in Argentina The estimation of reserves and resources in Argentina is mainly governed by SdE Resolution No. 324/2006 and Secretariat of Hydrocarbon Resources Resolution No. 69-E/2016.
Reserves and Resources Certification in Argentina The estimation of reserves and resources in Argentina is mainly governed by Resolution SdE No. 324/2006 and SdE Resources Resolution No. 69-E/2016.
Additionally, Aconcagua 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 SE crude oil transportation concession (the “CAT Transportation Concessions,” and together with the CAT Exploitation Concessions, the “CAT Concessions”); 49 (ii) Aconcagua will pay Vista US$26.47 million in cash (US$10.00 million paid on February 15, 2023, US$10.73 million paid on March 1, 2024, US$5.73 million to be paid on March 1, 2025); (iii) Vista Argentina retains 40% of the crude oil and natural gas production, and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Aconcagua 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 m 3 of natural gas.
Additionally, Aconcagua 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) Aconcagua paid Vista US$26.47 million in cash (US$10.00 million paid on February 15, 2023, US$10.73 million paid on March 1, 2024, US$5.73 million paid on February 28, 2025); (iii) Vista Argentina retains 40% of the crude oil and natural gas production, and 100% of liquified petroleum gas, gasoline, and condensates, from the CAT Exploitation Concessions (with Aconcagua 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 m 3 of natural gas.
Argentina has approved several human rights international treaties and, in particular, related to the environment. A national administration procurement regime 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.
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.
San Pedrito Exploitation lot under the Acambuco concession expires in 2036 and Macueta Exploitation lot, also under the Acambuco concession, expires in 2040. There are no pending capital commitments.
San Pedrito Exploitation lot under the Acambuco concession expires in 2036, whereas the Macueta Exploitation lot, also under the Acambuco concession, expires in 2040. There are no pending capital commitments.
Technology used in reserves estimation According to SEC guidelines, 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.
Technology Used in Reserves Estimation According to SEC guidelines, 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 64 Table of Contents 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.
As of December 31, 2023, these assets had a total of two gross gas wells in process of being drilled or in active completion.
As of December 31, 2024, these assets had a total of two gross gas wells in process of being drilled or in active completion.
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.
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 Mexican Hydrocarbons Law allows 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.
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.
The Gas.Ar Plan establishes 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.
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.
The 2015 United Nations 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 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).
Additionally, as of May 2023, we initated oil exports to Chile through the OTASA/OTC 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. In Mexico, 100% of our crude oil production is sold to Pemex.
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. In Mexico, 100% of our crude oil production is sold to Pemex.
See “Item 4—Information on the Company—Business Overview—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.
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.
The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. onshore plays.
The table below sets forth the geological characteristics of Vaca Muerta compared to top tier U.S. share plays.
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.
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.
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.
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.
The growing investment in Vaca Muerta by international operators 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.
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.
We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2023. (2) Natural gas consumption represented 11% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2022, and 9% as of December 31, 2023.
We do not include separate figures for NGL reserves because they represented less than 1% of our proved developed and undeveloped reserves as of December 31, 2024. (2) Natural gas consumption represented 9% of total natural gas reserves (consumption plus natural gas sales) as of December 31, 2023, and 12% as of December 31, 2024.
In relation to the Gas.Ar Plan, 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 3.29 USD/MMBtu, applicable until December 31, 2024.
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.
Under the terms of the Conventional Assets Transaction, effective March 1, 2023: (i) Aconcagua became the operator of the following explotation concessions in the Neuquina Basin located in Argentina: Entre Lomas, located in the Province of Neuquén, and Entre Lomas, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo-Medanito SE, located in the Province of Río Negro (the “CAT Exploitation Concessions”).
Under the terms of the Conventional Assets Transaction, effective March 1, 2023: (i) Aconcagua became the operator of the following exploitation concessions in the Neuquina Basin located in Argentina: Entre Lomas, located in the Province of Neuquén, and Entre Lomas, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito, located in the Province of Río Negro (“ CAT Exploitation Concessions ”).
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.
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.
The Entre Lomas crude oil transportation concession, which includes a 70,000 bbl/d 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.
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.
Under Law No. 27,191, by December 31, 2017, 8% of the electric energy consumed must come from renewable sources, reaching 20% by December 31, 2025.
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.
During 2023, funding has been increased by US$2.5 million reaching a total of US$15 million. 74 In 2023, 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.
During 2023, funding was increased by US$2.5 million reaching a total of US$15 million. During 2024, 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.
We expect to publish our 2023 Sustainability Report in the second quarter of 2024.
We expect to publish our 2024 Sustainability Report in the second quarter of 2025.
As of December 31, 2023, we held a non-operated participation of 1.5% in Acambuco, which had 293,747 gross acres, of which 18,311 acres are developed and 275,436 acres are undeveloped. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023.
As of December 31, 2024, we held a non-operated working interest of 1.5% in Acambuco, which had 293,747 gross acres, of which 18,311 acres were developed and 275,436 acres were undeveloped. As a result of the Conventional Assets Transaction, we transferred the operations of six conventional assets in Argentina, effective March 1, 2023.
The Kyoto Protocol, which deals with the reduction of certain GHGs (carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride) in the atmosphere, was in force until 2020 as a consequence of the ratification of the Doha Amendment to the Kyoto Protocol.
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.
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. This block has proved net reserves of 0.6 MMboe as of December 31, 2023, and a net production of 0.2 Mboe/d (11% oil) for the year ended December 31, 2023.
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. This block has proved net reserves of 0.5 MMboe as of December 31, 2024, and a net production of 0.1 Mboe/d (31% representing oil) for the year ended December 31, 2024.
The Mexican subsurface has multiple geological plays and provides sizeable opportunities across the risk spectrum, from onshore mature fields to large deep-water projects.
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.
Such holders and concessionaires must have adequate financial resources, pursuant to Disposition No. 335/2019 issued by the Undersecretariat 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 exploration and production activities.
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.
After GHG emissions inventory tool is completed and results obtained for every calendar year, a third party verification (provided by EY, a consultancy firm) is carried out. GHG emission inventory results are only published once the verification is completed, and the calculations verified.
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.
As per the Conventional Assets Transaction agreement, Aconcagua shall assume all past 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.
Pursuant to the Conventional Assets Transaction Agreement, Aconcagua 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.
Gas, however, is sold at the point of delivery of the gas pipeline system near the field and, therefore, the customer bears all transportation costs and risks associated therewith. Oil and gas transportation in Argentina mostly operates in an “open access” non-discriminatory environment under which producers have equal and open access to the transportation infrastructure.
Gas, however, is 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.
As of December 31, 2023, these assets had a combined gross acreage of 359,200, of which 70,178 acres are developed and 289,022 acres are undeveloped.
As of December 31, 2024, these assets had a combined gross acreage of 359,200, of which 70,178 acres were developed and 289,022 acres were undeveloped.
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.
In many instances for combustion sources, the CO 2 EF represents the application of material balance principles and the assumption that 100% of the carbon available in the fuel stream is oxidized to CO 2 . In addition, for flaring sources; a destruction efficiency of 98% is assumed to calculate the CH 4 EF.
The CNH 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”).
The CNH’s 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 ”).
See “Item 4—Information on the Company— Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta.” 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, 2023.
See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” 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, 2024.
Moreover, the National Registry of Climate Change Mitigation Projects was established (Federal Environmental Ministry Resolution No. 363/2021).
Moreover, the Argentine Registry of Climate Change Mitigation Projects was established (Argentine Environmental Ministry Resolution No. 363/2021).
Our remaining NGL production is marketed within the Neuquina Basin. 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 licenses or oil agreements.
Our remaining NGL production is marketed within the Neuquina Basin. 71 Table of Contents 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.
The enforcement authority for the Hydrocarbons Law is the Argentine Secretariat of Energy (“SdE”). As a result of the amendment of the Hydrocarbons Law by means of the Short Law, each province has its own enforcement authority. In particular, the Province of Neuquén has passed its own Hydrocarbons Law No. 2,453, among other laws and regulations on these activities.
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.
(“Aconcagua”) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.
(“ Aconcagua ”) to increase its focus on its shale oil operations in Vaca Muerta and strengthen shareholder returns.
Our Chief Operating Officer, Chief Executive Officer, Chief Financial Officer and Investor Relation and Strategic Planning Officer are part of this committee.
Our Chief Operations Officer, Chief Technology Officer, Chief Executive Officer, Chief Financial Officer and Investor Relation and Strategic Planning Officer are part of this committee.
See “Item 4—Information on the Company—Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Gas Market—Gas Plan 2020-2024 (Gas.Ar Plan).” With regards to our NGL production, we comply with domestic commitments set by the Argentine government with the objective of ensuring the supply for propane and bottled butane for residential uses.
See “ —Industry and Regulatory Overview—Oil and Gas Regulatory Framework in Argentina—Plan GasAr 2020-2024 .” With regards to our NGL production, we comply with domestic commitments set by the Argentine government with the objective of ensuring the supply for propane and bottled butane for residential uses.
See “Item 4—Information on the Company—Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta.” 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, 2023, December 31, 2022 and December 31, 2021.
See “ —Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” 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, 2024, December 31, 2023 and December 31, 2022.
See “Item 4—Information on the Company—Business Overview—Transaction to increase focus on shale oil operations in Vaca Muerta.” Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to the prior authorization by the executive branch of the province where the concession is located.
See “—Transaction to Increase Focus on Shale Oil Operations in Vaca Muerta .” Concessions Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to the prior authorization by the provincial executive branch where the concession is located.
The following table presents information on our concessions as of the date of this annual report, and estimated reserves and production as of December 31, 2023: Block Gross acres Net acres Interest Operator Net proved reserves as of Dec. 31, 2023 (MMboe) Average net production for the year ended Dec. 31, 2023 (Mboe/d) Concession Expiration Neuquina Basin Bajada del Palo Oeste 62,641 62,641 100 % Vista 221.8 33.8 2053 Entre Lomas Río Negro 83,349 — (3) — (3) Aconcagua 2.4 1.9 2026 48 Block Gross acres Net acres Interest Operator Net proved reserves as of Dec. 31, 2023 (MMboe) Average net production for the year ended Dec. 31, 2023 (Mboe/d) Concession Expiration Jagüel de los Machos 48,359 — (3) — (3) Aconcagua 0.8 1.3 2025 25 de Mayo-Medanito 32,247 — (3) — (3) Aconcagua 1.0 1.1 2026 Entre Lomas Neuquén 99,665 — (3) — (3) Aconcagua 0.5 0.6 2026 Bajada del Palo Este 48,853 48,853 100 % Vista 40.1 4.8 2053 Coirón Amargo Norte 26,598 22,508 84.6 % Vista 0.3 0.2 2037 Jarilla Quemada (1) 47,617 — (3) — (3) Aconcagua 0.1 0.2 2040 Coirón Amargo Sur Oeste 16,440 — — (2) Shell — — — Águila Mora 23,475 21,128 90 % Vista 1.3 1.3 2054 Charco del Palenque 47,963 — (3) — (3) Aconcagua 0.2 — 2034 Aguada Federal 24,058 24,058 100 % Vista 39.3 5.2 2050 Bandurria Norte 26,404 26,404 100 % Vista — — 2050 Golfo San Jorge Basin Noroeste Basin Acambuco 293,747 4,406 1.5 % Pan American Energy 0.6 0.2 2036/2040 Mexico CS-01 14,332 14,332 100 % (5) Vista 10.1 0.7 2047 (1) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).
The following table presents information on our concessions as of the date of this annual report, and estimated reserves and production as of December 31, 2024: Block Gross acres Net acres Interest Operator Net proved reserves as of Dec. 31, 2024 (MMboe) Average net production for the year ended Dec. 31, 2024 (Mboe/d) Concession Expiration Argentina Neuquina Basin Bajada del Palo Oeste 62,641 62,641 100 % Vista 242.26 52.8 2053 Bajada del Palo Este 48,853 48,853 100 % Vista 73.37 6.4 2053 Aguada Federal 24,058 24,058 100 % Vista 45.09 4.8 2050 Águila Mora 23,475 21,128 90 % Vista 0.52 0.9 2054 Bandurria Norte 26,404 26,404 100 % Vista — 0.0 2050 Entre Lomas Río Negro 83,349 — (2) — (2) Aconcagua 1.97 1.7 2036 Jagüel de los Machos 48,359 — (2) — (2) Aconcagua 0.76 1.0 2035 25 de Mayo–Medanito SE 32,247 — (2) — (2) Aconcagua 0.62 0.8 2036 Entre Lomas Neuquén 99,665 — (2) — (2) Aconcagua 0.23 0.5 2026 Charco del Palenque 47,963 — (2) — (2) Aconcagua 0.10 — 2034 Jarilla Quemada (1) 47,617 — (2) — (2) Aconcagua 0.03 0.1 2040 Coirón Amargo Norte 26,598 22,508 84.6 % Vista — 0.1 2037 Noroeste Basin Acambuco 293,747 4,406 1.5 % Pan American 0.52 0.1 2036/2040 Mexico CS-01 14,332 14,332 100 % Vista 9.75 0.6 2047 (1) Jarilla Quemada consolidates the Agua Amarga production information (Jarilla Quemada plus Charco del Palenque production).
As of the date of this annual report, these existing treatment facilities are comprised of several oil and gas pipelines, eight batteries distributed throughout the blocks, one oil treatment plant, two water treatment plants and four compression stations.
As of the date of this annual report, these existing treatment facilities 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.
Production from our Neuquina Basin properties is 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 consists of five active refiners, or to international customers through maritime transportation.
Production from our Neuquina Basin properties is 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 consists of seven active refiners with a total installed capacity of 620 Mbbl/d, or to international customers through maritime transportation.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section contains forward-looking statements that involve risks and uncertainties.
Added
Item 5.B Liquidity and Capital Resources—Other Contractual Obligations—Capital Expenditures ” and “Item 5.A Operating Results—Factors Affecting our Results of Operations—Contractual Obligations .” We may fail to fully identify problems with any properties we acquire, and as such, assets we acquire may prove to be worth less than we paid because of uncertainties in evaluating recoverable reserves and potential liabilities.
Removed
Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-Looking Statements” and “Item 3—Key Information—Risk Factors” and the matters set forth in this annual report generally.
Added
We might seek to acquire additional acreage in Vaca Muerta, Argentina, and more broadly in Latin America. Successful acquisitions require an assessment of a number of factors, including estimates of recoverable reserves, exploration potential, future oil and natural gas prices, adequacy of title, operating and capital costs and potential environmental and other liabilities.
Removed
The following discussion is based on, and should be read in conjunction with our Audited Financial Statements and related notes contained in this annual report.
Added
Although we conduct a review of the properties we acquire which we believe is consistent with industry practices, we can give no assurance that we have identified or will identify all existing or potential problems associated with such properties or that we will be able to mitigate any problems we do identify.
Added
Such assessments are inexact, and their accuracy is inherently uncertain. In addition, our review may not permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. We do not inspect every existing well in the properties we acquire.
Added
Even when we inspect a well, we do not always discover structural, subsurface, title and environmental problems that may exist or arise. We are generally not entitled to contractual indemnification for preclosing liabilities, including environmental liabilities. We may acquire interests in properties on an “as-is” basis, with limited remedies for breaches of representations and warranties.
Added
As a result of these factors, we may not be able to acquire oil and natural gas properties that contain economically recoverable reserves or be able to complete such acquisitions on acceptable terms. We are exposed to foreign exchange risks related to our operations in Argentina.
Added
Our results of operations are subject to foreign exchange fluctuation of the Argentine Peso against the U.S. Dollar or other currencies, which could adversely affect our business and results of operations. The value of the Argentine Peso has experienced significant fluctuations in the past. The main effect of a depreciation or devaluation of the Argentine Peso against the U.S.
Added
Dollar would be on our realized crude oil prices of sales to the domestic market, given that gasoline prices in Argentina are denominated in local currency, so significant changes in exchange rate have historically limited the ability of refiners to pass through such changes to the end-users.
Added
Additionally, given several accounting rules, material changes in the value of the Argentine Peso against the U.S. Dollar may also negatively affect: (i) deferred income tax associated with our fixed assets, (ii) current income tax and (iii) foreign exchange differences associated with our Argentine Peso exposure. A significant appreciation of the Argentine Peso against the U.S.
Added
Dollar or other currencies could increase the cost of expenditures that are contractually denominated and indexed in Argentine Pesos when translated into U.S. Dollars in the Company’s financial statements.
Added
This, in turn, could adversely affect the Company’s operating margins and financial performance, including its ability to service financial debt obligations. 24 Table of Contents The exchange rate of the Argentine Peso against the U.S.
Added
Dollar and other currencies is beyond the Company’s control and is influenced by monetary and economic policies adopted by the Argentine government, as well as by the policies of other countries, particularly those of the United States and other key trading partners of Argentina.
Added
The Company cannot predict whether, or to what extent, the Argentine Peso will depreciate or appreciate against the U.S. Dollar or other currencies, nor can it determine the potential impact of such fluctuations on its business and financial condition. We may be subject to unknown or contingent liabilities related to our recent and future acquisitions.
Added
We occasionally conduct assessments of opportunities to acquire additional oil and gas assets and businesses. Any prospective acquisition could prove to be a substantial undertaking in terms of scale and may introduce new and potentially significant risks, including those related to political, financial, and geographical factors.
Added
The success of our acquisition activities is contingent upon our capacity to identify suitable candidates, negotiate acceptable terms of acquisition, and integrate their operations in an effective manner.
Added
Any prospective acquisition would be accompanied by a number of risks, including the potential for a significant decline in oil and gas prices, the risk that oil and natural gas reserves acquired may not be developed as anticipated, the difficulty of assimilating the operation and staff, the possible disruption of our ongoing business, the potential loss of significant key employees, and management’s inability to maximize our financial and strategic position through the successful integration of acquired assets and businesses.
Added
Additional challenges may include the maintenance of uniform standards, control, procedures and policies, and the deterioration of relationships with employees, customers, and contractors as a result of any integration of new management personnel. Moreover, additional capital may be required to finance an acquisition, which could entail debt financing and expose the Company to leverage risk.
Added
Any acquisition could impact our liquidity, particularly if we use a portion of available cash to finance the acquisition, and may impact our ability to service financial debt obligations. There can be no assurance that we will be able to overcome these risks or any other issues related to these acquisitions.
Added
Unexpected costs and challenges may arise, and we may experience delays in realizing the benefits of an acquisition. Our capitalization and operational results may undergo significant changes, and we may not have the opportunity to thoroughly assess the economic, financial, and other pertinent information necessary for evaluating future acquisitions.
Added
If we cannot effectively manage the integration of acquisitions, it could reduce our focus on subsequent acquisitions and current operations, potentially impacting our financial results, reputation, and business.
Added
In the event of an accident or other occurrence which is not covered by our insurance policies, we may suffer significant losses which may have a material adverse effect on our business and results of operations.
Added
Even though we consider that we have insurance coverage consistent with international standards, there is no assurance concerning the availability or sufficiency of insurance coverage with respect to a particular loss or risk.
Added
In the event of an accident or other occurrence in our business which is not covered by insurance under our policies, we may suffer significant losses or be forced to provide compensation in a substantial amount from our own resources, which could have a material adverse effect on our financial condition.
Added
We are not concessionaires or operating partners in all of our joint ventures, as a result must rely on the activities of our operating partners in such joint ventures. Actions taken by the concessionaires and/or operators in these joint ventures could have a material adverse effect on our success.
Added
Both we and our subsidiaries carry out hydrocarbon E&P activities through unincorporated joint ventures entered into through agreements with third parties (joint operations for accounting purposes). In some cases, these joint venture agreements or our joint venture partners, rather than us, hold the rights to the concession or the E&P license contracts.
Added
Pursuant to the terms and conditions of such agreements, one of the parties assumes the role of operator, and therefore assumes the responsibility of executing all activities pursuant to the agreement.
Added
However, in certain cases, neither we nor our subsidiaries may be able to assume the role of concessionaire and/or operator and, in such cases, we must rely on the measures taken by and the performance of our operating partners. Such actions could adversely affect our financial condition and our operating results.
Added
For example, as of December 31, 2024, we were not the operator of the Entre Lomas Neuquén, Acambuco, Entre Lomas Río Negro, Jarilla Quemada, Charco del Palenque, Jagüel de los Machos and 25 de Mayo–Medanito SE concessions, located in Argentina.
Added
In such cases, we would be subject to risks related to the performance of, and the measures taken by, the concessionaire and/or operator to carry out the activities. Such actions could adversely affect our financial condition and operating results.
Added
For a more complete description of our non-operated concessions, see “ Item 4—Information on the Company—Business Overview—Argentina—Concessions .” 25 Table of Contents We face risks related to certain legal proceedings.
Added
We may be parties to labor, commercial, civil, tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses.
Added
While we believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental and tax matters, are subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in whole or in part adversely to us, could significantly exceed any accruals we have provided.
Added
As of December 31, 2024, we employed third-party employees under contract, mostly with large domestic and international service providers.
Added
Although we have policies regarding compliance with labor and social security obligations for our contractors, we can provide no assurance that the contractors’ employees will not initiate legal actions against us seeking indemnification based upon a number of Argentine judicial labor court precedents that established that the ultimate beneficiary of employee services is joint and severally liable with the contractor, which is the employee’s formal employer.
Added
In addition, we may be subject to undisclosed liabilities related to labor, commercial, civil, tax, criminal, environmental or other contingencies incurred by businesses we acquire in the future as part of our growth strategy, that we were not or may not be able to identify or that may not be adequately indemnified under our acquisition agreements with the sellers of such businesses, in which case our reputation, business, financial condition and results of operation may be materially and adversely affected.
Added
We are subject to Mexican, Argentine and other nations’ anti-corruption, anti-bribery, anti-money laundering and economic sanctions laws and regulations. Our failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our reputation, business, financial condition and results of operations.
Added
The United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the laws and regulations implementing the Organization for Economic Co-Operation and Development Anti-Bribery Convention, the Mexican Administrative Responsibilities Law ( Ley General de Responsabilidades Administrativas ), the Argentine Corporate Criminal Liability Law ( Ley de Responsabilidad Penal Empresaria ) and other applicable anti-corruption laws in other relevant jurisdictions prohibit companies and their intermediaries from offering or making improper payments (or giving anything of value) to government officials and/or persons in the private sector for the purpose of influencing them or obtaining or retaining business and require companies to keep accurate books and records and maintain appropriate internal controls.
Added
In particular, the Argentine Corporate Criminal Liability Law establishes the criminal liability of legal entities for offenses against public administration and transnational bribery committed by, among others, their legal counsel, directors, managers, employees or representatives.
Added
Under this law, a legal entity may be held liable—and subject to penalties including fines and partial or total suspension of activities—if it is proven that such offenses were committed, directly or indirectly, in its name, on its behalf or for its benefit.
Added
Moreover, if the Company obtained or could have obtained a benefit from such offenses, and if they resulted from a failure to implement effective controls, the Company may be held liable.
Added
It may be possible that, in the future, reports may emerge alleging instances of unethical and illegal conduct on the part of former agents, current or former employees or others acting on our behalf or on the part of public officials or other third parties doing or considering business with us.
Added
While we will endeavor to monitor such reports and investigate matters which we believe warrant an investigation in keeping with the requirements of our compliance program, and, if necessary or appropriate make disclosure and notify the relevant authorities, any fines, other penalties or adverse publicity that such allegations may attract may have a negative impact on our business and reputation and lead to increased regulatory scrutiny of our business practices. 26 Table of Contents If we or people or entities that are or were related to us are responsible for violations of applicable anti-corruption laws (whether due to our own acts or inadvertence, or due to the acts or inadvertence of others) or the Code of Ethics and Conduct, we or other persons or entities related to us could suffer civil, criminal and/or other penalties, which in turn could have a material adverse impact on our future business, financial condition and results of operations.
Added
See “ Item 16B—Code of Ethics .” We rely on key third-party suppliers, vendors and service providers to provide us with parts, components, services and critical resources that we need to operate our business.
Added
Companies operating in the energy industry, specifically the oil and gas sector, commonly rely upon various key third-party suppliers, vendors and service providers to provide them with parts, components, services, drilling rigs, completion sets, midstream capacity and other critical resources, needed to operate and expand their business.
Added
If these key suppliers, vendors and service providers fail to deliver, or are delayed in delivering, equipment, service rigs, completion sets, midstream capacity or critical resources, we may not meet our operating targets in the expected time frame, which could have an adverse effect on our business, financial condition, results of operations, cash flows and/or prospects.
Added
Our operations in the industry could be susceptible to the risks of performance, product quality and financial conditions of our key suppliers, vendors and service providers.
Added
For instance, their ability to adequately and timely provide us with parts, components, services and drilling rigs, completion sets, midstream capacity and resources critical to our operations may be affected if they are facing financial constraints or times of general financial stress and economic downturn.
Added
There can be no assurance that we will not encounter supply disruptions in the future or that we will be able to timely replace such suppliers or service providers that are not able to meet our needs, which might adversely affect a successful execution of our operations, and consequently, our business, financial condition, results of operations, cash flows and/or prospects.
Added
We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business. The sectors in which we operate are highly unionized.
Added
We cannot assure you that we or our subsidiaries will not experience labor disruptions or strikes in the future, which could result in a material adverse effect on our business and returns.
Added
In addition, we cannot assure you that we will be able to negotiate new collective bargaining agreements on the same terms, or on terms that are substantially similar, as those currently in force or that we will not be subject to strikes or labor interruptions before or during the negotiation process of said agreements.
Added
The collective bargaining agreement for the period April 2024 to March 2025 was signed on June 5, 2024, and amended by the agreement signed on October 30, 2024.
Added
In the future, if we are unable to renegotiate the collective bargaining agreement on satisfactory terms or are subject to strikes or labor interruptions, our results of operations, financial condition and the market value of our shares could be materially affected. Our performance is largely dependent on recruiting and retaining key personnel.
Added
Our current and future performance and business operations depend on the contributions of our Executive Team, and of our first-line managers, our engineers, technical crew and other employees. We rely on our ability to attract, train, motivate, and retain qualified and experienced administrative staff and specialists.
Added
No assurance can be given that we will be able to attract and retain personnel for key positions and replacing any of our key employees could prove difficult and time-consuming.
Added
The loss of the services and experience of any of our key employees, or our inability to recruit a suitable replacement or additional staff, could have a material adverse effect on our financial condition and operating results. Risks Related to the Argentine and Mexican Economic and Regulatory Environments Our business is largely dependent on economic and political conditions in Argentina.
Added
Substantially all our operations and properties are located in Argentina. As a result, our business is largely dependent on the economic and political conditions prevailing in Argentina.
Added
Changes in economic, political, and regulatory conditions, as well as measures taken by the Argentine government, can have a significant impact on our operations and financial condition. 27 Table of Contents Argentine economic conditions depend on various factors, including: (i) balance of trade and, in particular, the international prices of major exported commodities, (ii) stability and competitiveness of the Argentine Peso against foreign currencies, (iii) competitiveness and efficiency of domestic industries and services, (iv) levels of domestic consumption, investment, and local and international financing, (v) consumer price and wholesale price inflation levels, (vi) changes in economic or fiscal policies implemented by the Argentine government, (vii) labor conflicts and strikes, (viii) the fiscal expenditure by the Argentine government and its ability to maintain fiscal balance, (ix) interest rates and wage and/or price controls, and (x) the level of unemployment, political instability, and social tensions.
Added
Furthermore, the Argentine economy is particularly sensitive to fluctuations in the local political landscape. Legislative elections take place in Argentina every two years, resulting in the partial renewal of both chambers of Congress. The next legislative election is scheduled for October 2025. The outcome of these elections may lead to changes in government policies that could impact our business.
Added
We cannot assure whether such changes will occur or estimate their timing or potential effects on our operations and financial condition. On December 10, 2023, Javier Milei took office as President of Argentina and pledged to implement significant economic reforms.
Added
Following his inauguration, the Argentine Executive Branch enacted Decree No. 70/2023, introducing measures aimed at reducing the size of the public administration, cutting public expenses, and deregulating the economy.
Added
On June 28, 2024, the Argentine Congress approved the Ley de Bases , which formally declares a state of public emergency in matters of administration, the economy, finance, and energy for one year, granting the Argentine Executive Branch a series of legislative powers.
Added
The Ley de Bases also introduced legal, institutional, and tax reforms affecting various sectors of the economy, including amendments to the Argentine Hydrocarbons Law.
Added
See “ Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases. ” The amendments to the Argentine Hydrocarbons Law include: (i) building on the self-sufficiency paradigm of the Argentine Hydrocarbons Law to include maximization of economic profits, in order to foster new investments; (ii) the principle of non-intervention in hydrocarbon or refined product prices by the Argentine government; and (iii) the principle of freedom of oil and gas exports.
Added
This latter principle is subject to objection by the SdE on technical and economic grounds. In addition, the amendments introduced other changes, including limiting subsequent renewals of concessions, granting more discretionary powers to Provinces in setting royalties, expanding activities to include hydrocarbon processing, and introducing more flexible requirements for obtaining transportation authorizations.
Added
Furthermore, on June 28, 2024, the Lower House of the Argentine Congress provided definitive approval for a fiscal reform (“ Argentine Fiscal Reform ”), successfully reincorporating the chapter on income tax and personal assets, previously rejected by the Argentine Senate.
Added
The Argentine Fiscal Reform was enacted and published in the Argentine Official Gazette ( Boletín Oficial de la República Argentina ) on July 8, 2024, effective from that date forward.
Added
It is difficult to predict the social, political, or economic impact of the measures announced and implemented by the Argentine government as of the date of this annual report, as well as any future measures that may be introduced, and the outcome of the ambitious deregulation plan, which the Argentine Executive Branch intends to implement through Decree No. 70/2023, the Ley de Bases , and/or the Argentine Fiscal Reform.
Added
These measures could affect our financial situation and the results of our operations. On August 22, 2024, the Argentine Congress approved a bill aimed at increasing public pensions. Subsequently, on September 12, 2024, the Argentine Congress approved another bill to increase funding for national public universities.
Added
However, President Milei vetoed both laws, issuing Decree No. 782/2024 on September 2, 2024, for the public pensions bill, and Decree No. 879/2024 on October 2, 2024, for the university funding bill, citing the failure of both bills to identify the fiscal resources needed to cover the additional expenditures.
Added
Since the current administration took office, its limited representation in the Argentine Congress has constrained its ability to promote or block legislation, requiring negotiations with the opposition on various aspects of each bill to secure their support. Concurrently, certain circumstances have led the opposition to unite and advance laws that the administration had 28 Table of Contents previously publicly opposed.
Added
This political dynamic and the current administration’s lack of majorities in the Argentine Congress could lead to a situation where vetoes by the Executive are frequently used for various projects approved by the Argentine Congress, thereby creating political uncertainty and legal claims, thus affecting predictability and the Argentine investment climate in general.
Added
We cannot predict how this situation will evolve and whether it may negatively impact our operations and/or financial conditions. Additionally, the Argentine economy is vulnerable to adverse events affecting its main trading partners.
Added
A continued deterioration of economic conditions in Brazil, Argentina’s main trading partner, and a deterioration of the economies of other important trading partners of Argentina, such as China or the United States, could have a significant adverse impact on Argentina’s trade balance and adversely affect Argentina’s economic growth, and therefore, could negatively impact our financial health and operating results.
Added
Furthermore, an increase in tariffs imposed on Argentine exports by Argentina’s most relevant trading partners, such as China, Brazil or the United States, or a significant depreciation of the currencies of our trading partners or competitors may negatively affect Argentina’s competitiveness and trade balance, and, consequently, negatively impact Argentina’s economic and financial condition and the results of our operations.
Added
See “ Risks Related to Our Business and Industry—Changes in U.S. trade and other policies under the Trump administration may adversely impact our business, financial condition, and results of operations .” Also, see “ Item 4—Information on the Company—Industry and Regulatory Overview— Oil and Gas Regulatory Framework in Argentina—Ley de Bases .” Argentina’s ability to obtain financing from international markets is limited, which could affect its capacity to foster economic growth.
Added
Over the past few years, Argentina has experienced financial distress, which has led to an increase in public debt. On January 28, 2022, the Argentine government and the International Monetary Fund (“ IMF ”) reached a consensus on pivotal policies as part of their ongoing discussions within the framework of an IMF-supported financing program.

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Under his leadership, the company became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio held various international positions at SLB, spanning North America, the Middle East, Asia, Europe, Latin America, Russia, and China. His last role at the firm was as President of SLB 122 Production Management.
Under his leadership, the company became the largest producer of hydrocarbons from shale formations globally outside North America. Prior to joining YPF, Mr. Galuccio held various international positions at SLB, spanning North America, the Middle East, Asia, Europe, Latin America, Russia, and China. His last role at the firm was as President of SLB Production Management.
Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires in Argentina. Alejandro Cherñacov has served as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr.
Garoby holds a bachelor’s degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires (ITBA) in Argentina. Alejandro Cherñacov has served as our Strategic Planning and Investor Relations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr.
Our Chief Executive Officer and the members of the other relevant officers (including members of our Executive Team) are also subject to the same fiduciary duty obligations as our directors. 127 Our executive team also plays an important role from an ESG perspective. During 2022, we redefined our internal ESG framework with annual and mid-term objectives.
Our Chief Executive Officer and the members of the other relevant officers (including members of our Executive Team) are also subject to the same fiduciary duty obligations as our directors. Our executive team also plays an important role from an ESG perspective. During 2022, we redefined our internal ESG framework with annual and mid-term objectives.
The Board may amend the terms of the Plan and/or any particular award, provided that no such amendment shall impair the rights of any participant under the Plan. 128 Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries. Vesting Schedule.
The Board may amend the terms of the Plan and/or any particular award, provided that no such amendment shall impair the rights of any participant under the Plan. Eligibility. We may grant awards to directors, officers, employees and consultants of our Company or any of our Subsidiaries. Vesting Schedule.
Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC ( Ecole Supérieure des Sciences Economiques et Commerciales ) also in France. 123 Gerard Martellozo serves as an independent member of our Board of Directors. Mr.
Sivignon graduated from French baccalaureate with honors in France and received an MBA from ESSEC ( Ecole Sup é rieure des Sciences Economiques et Commerciales ) also in France. Gerard Martellozo serves as an independent member of our Board of Directors. Mr.
Rodríguez Galli is a partner at the firm Bruchou & Funes de Rioja – Abogados with offices in Buenos Aires, Argentina where he has led the Oil and Gas practice area since joining the firm in 2005.
Rodríguez Galli is a partner at the law firm Bruchou & Funes de Rioja – Abogados, with offices in Buenos Aires, Argentina, where he has led the Oil and Gas practice area since joining the firm in 2005.
Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties: • determine general strategies applicable to the issuer; • approve guidelines for the use of corporate assets; • approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; • approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; • approve the appointment or removal of the chief executive officer; • approve waivers in respect of corporate opportunities; • approve accounting and internal control policies; • approve the chief executive officers’ annual report and corrective measures for irregularities; and • approve policies for disclosure of information.
Boards of directors of public companies are required to meet at least four times during each calendar year and have the following principal duties: • determine general strategies applicable to the issuer; • approve guidelines for the use of corporate assets; 123 Table of Contents • approve, on an individual basis, transactions with related parties, subject to certain limited exceptions; • approve unusual or exceptional transactions and any transactions that imply the acquisition or sale of assets with a value equal to or exceeding 5% of the issuer’s consolidated assets or that imply the provision of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of the issuer’s consolidated assets; • approve the appointment or removal of the chief executive officer; • approve waivers in respect of corporate opportunities; • approve accounting and internal control policies; • approve the chief executive officers’ annual report and corrective measures for irregularities; and • approve policies for disclosure of information.
Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company from January 2015 to February 2017. Previously, Mr. Cherñacov served as Investor Relations Officer of YPF, where he was responsible for repositioning the company in the local and international capital markets. Mr.
Cherñacov served as Chief Financial Officer at Jagercor Energy Corp, a small-cap Canadian Securities Exchange-listed E&P company, from January 2015 to February 2017. Previously, he served as Investor Relations Officer at YPF, where he was responsible for repositioning the company in both local and international capital markets. Mr.
For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association —Audit and Corporate Practices Committees.” Compensation Committee The members of our Compensation Committee are: • Gerard Martellozo (chair); • Pierre-Jean Sivignon; • Mauricio Doehner Cobian • Germán Losada; and • Susan L.
For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information— Memorandum and Articles of Association —Audit and Corporate Practices Committees .” Compensation Committee The members of our Compensation Committee are: • Gerard Martellozo (chair); • Pierre-Jean Sivignon; • Mauricio Doehner Cobian; • Germán Losada; and • Susan L.
The right to receive such remuneration was contingent upon attendance at a minimum of four meetings of the Company’s Board of Directors during the 2023 fiscal year. Long Term Incentive Plan On March 22, 2018, a shareholders’ meeting authorized the Plan (as defined above).
The right to receive such remuneration was contingent upon attendance at a minimum of four meetings of the Company’s Board of Directors during the 2024 fiscal year. Long-Term Incentive Plan On March 22, 2018, a shareholders’ meeting authorized the Plan (as defined above).
For a detailed description of the operation and authorities of our board of directors, see “Item 10—Additional Information—Memorandum and Articles of Association—Board of Directors.” Duties and Liabilities of Directors The Mexican Securities Market Law also imposes duties of care and loyalty on directors.
For a detailed description of the operation and authorities of our board of directors, see “ Item 10—Additional Information— Memorandum and Articles of Association —Board of Directors .” Duties and Liabilities of Directors The Mexican Securities Market Law also imposes duties of care and loyalty on directors.
Termination and amendment of the Plan. Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award. Implementation of Plan; Trust .
Our board of directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made if such amendment, alteration or discontinuation would impair the rights of a participant under any award. Implementation of Plan; Trust .
He was also co-founder of Partnerjob.com, for which he served as treasurer from 2003 to its sale in 2017 to NetExpat. Germán Losada serves as an independent member of our Board of Directors. Mr. Losada is a Co-founder, Chairman and COO at VEMO, a leading integrated clean mobility company in Latin America. Mr.
He was also co-founder of Partnerjob.com, for which he served as treasurer from 2003 to its sale in 2017 to NetExpat. 125 Table of Contents Germán Losada serves as an independent member of our Board of Directors. Mr. Losada is a Co-founder, Chairman and COO at VEMO, a leading integrated clean mobility company in Latin America. Mr.
Segal was recognized by Colombian President Iván Duque with the Orden de Boyacá in the category of Grand Cross; and was honored by the government of Ecuador with the National Order of Honorato Vásquez in the grade of Commander in September 2023. Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr.
Segal was recognized by Colombian President Iván Duque with the Orden de Boyacá in the category of Grand Cross; and was honored by the government of Ecuador with the National Order of Honorato Vásquez in the grade of Commander in September 2023. 124 Table of Contents Mauricio Doehner Cobian serves as an independent member of our Board of Directors. Mr.
The exercise prices and expiration dates of the Stock Options outstanding under the Plan are as follows (i) 110,000 Stock Options at an exercise price of US$2.10 per series A share, expiring on April 29, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on February 25, 2031, (iii) 493,828 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (iv) 513,378 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (v) 385,203 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (vi) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on February 20, 2034.
The exercise prices and expiration dates of the Stock Options outstanding under the Plan are as follows (i) 110,000 Stock Options at an exercise price of US$2.10 per series A share, expiring on April 29, 2030, (ii) 40,650 Stock Options at an exercise price of US$2.85 per series A share, expiring on February 25, 2031, (iii) 493,828 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (iv) 513,378 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (v) 385,203 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, (vi) 8,998 Stock Options at an exercise price of US$32.02 per series A share, expiring on February 20, 2034, and (vii) 184,087 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
For further information on risk of labor disputes, see “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business.” As of December 31, 2023, there were also approximately 500 outsourced staff that access our operations on a daily basis to provide services.
For further information on risk of labor disputes, see “ Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We employ a highly unionized workforce and could be subject to labor actions such as strikes, which could have a material adverse effect on our business .” As of December 31, 2024, there were also approximately 700 outsourced staff that access our operations on a daily basis to provide services.
The exercise prices and expiration dates of the Stock Options held by our Strategic Planning and Investor Relations Officer are as follows (i) 56,238 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 61,179 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 50,390 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034.
The exercise prices and expiration dates of the Stock Options held by our Strategic Planning and Investor Relations Officer are as follows (i) 56,238 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 61,179 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 50,390 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 26,340 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
Segal For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees.” Agreements with Directors There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors.
Segal For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information— Memorandum and Articles of Association —Audit and Corporate Practices Committees .” 127 Table of Contents Agreements with Directors There are no agreements between us and the members of our Board of Directors that provide for any benefits upon termination of their designation as directors.
The following table shows the employee headcount for Vista for the periods presented: As of December 31, 2023 December 31, 2022 December 31, 2021 Vista 470 465 411 As of December 31, 2023, December 31, 2022, and December 31, 2021, 54%, 59% and 59%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries.
The following table shows the employee headcount for Vista for the periods presented: As of December 31, 2024 2023 2022 Vista 528 470 465 As of December 31, 2024, December 31, 2023, and December 31, 2022, 55%, 54% and 59%, respectively, of our employees in Argentina were represented by one union and benefitted from a collective bargaining agreement between such union and our subsidiaries.
The exercise prices and expiration dates of the Stock Options held by the Chairman are as follows (i) 281,186 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 305,895 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 223,955 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034.
The exercise prices and expiration dates of the Stock Options held by the Chairman are as follows (i) 281,186 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 305,895 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 223,955 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 117,066 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
Share Ownership As of the date of this annual report, Susan Segal, Pierre-Jean Sivignon, Gerard Martellozo, German Losada and Mauricio Doehner Cobian held series A shares of the Company, in each case representing less than 1% of our outstanding shares.
Share Ownership As of the date of this annual report, Susan Segal, Pierre-Jean Sivignon, Gerard Martellozo, German Losada, Mauricio Doehner Cobian and our Chief Operations Officer held series A shares and/or ADSs of the Company, in each case representing less than 1% of our outstanding shares.
Prior to his time at YPF, Mr. Garoby worked at SLB as Operations Manager for Europe and Africa. Mr. Garoby has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil and Country Manager of Baker Hughes Centrilift Ecuador & Peru, among others. Mr.
Prior to his tenure at YPF, Mr. Garoby worked at SLB as Operations Manager for Europe and Africa. He has also held several positions at Baker Hughes, including Director of Baker Hughes do Brasil, Country Manager of Baker Hughes Centrilift Brazil, and Country Manager of Baker Hughes Centrilift Ecuador & Peru. Mr.
Garoby served as Interim Vice President of Exploration & Production of YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016 and Head of Unconventional from June 2012 to April 2014, (when he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor).
Garoby served as Interim Vice President of Exploration & Production at YPF from August 2016 to October 2016, Head of Drilling and Completions from April 2014 to August 2016, and Head of Unconventional from June 2012 to April 2014, during which time he also served as President of YPF Servicios Petroleros S.A., a YPF-owned drilling contractor.
The exercise prices and expiration dates of the Stock Options held by our Chief Operating Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034.
The exercise prices and expiration dates of the Stock Options held by our Chief Financial Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034, and (iv) 28,974 Stock Options at an exercise price of US$54.09 per series A share, expiring on January 2, 2035.
In December 2014, he advised Petronas, the national oil company of Malasia, in its negotiations and agreements with YPF that led to the joint venture between these two companies in the La Amarga Chica area in Neuquén, to produce shale. Currently, he is a member of the board of Petronas E&P Argentina, S.A.
In December 2014, he advised Petronas, the national oil company of Malaysia, in its negotiations and agreements with YPF that led to the joint venture between the two companies in the La Amarga Chica area in Neuquén to produce shale. Mr. Rodríguez Galli is currently a board member of Petronas E&P Argentina, S.A.
We believe Vista has exceptional and experienced mentors who come from technical backgrounds and have been specifically involved with Vaca Muerta since the beginning of development. 130 DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. ITEM 7. MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS
We believe Vista has exceptional and experienced mentors who come from technical backgrounds and have been specifically involved with Vaca Muerta since the beginning of development. 132 Table of Contents ITEM 6.F DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Additionally, he has participated in multiple national and international negotiations related to oil and gas acquisitions, divestments, joint ventures and strategic alliances and has extensive experience in corporate matters. From 1999 until 2005, he was general counsel of Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family.
He has also participated in numerous national and international negotiations related to oil and gas acquisitions, divestments, joint ventures, and strategic alliances and has extensive experience in corporate matters. From 1999 to 2005, he served as General Counsel for Molinos Río de la Plata, an Argentine leader in food and commodities controlled by the Pérez Companc family.
Segal Director Yes 71 2017 No expiration date Mauricio Doehner Cobian Director Yes 49 2017 No expiration date Pierre-Jean Sivignon Director Yes 67 2018 No expiration date Gerard Martellozo Director Yes 68 2022 No expiration date Germán Losada Director Yes 39 2022 No expiration date * Independent under NYSE standards, applicable SEC rules and the CNBV Rules.
Segal Director Yes 72 2017 No expiration date Mauricio Doehner Cobian Director Yes 50 2017 No expiration date Pierre-Jean Sivignon Director Yes 68 2018 No expiration date Gerard Martellozo Director Yes 69 2022 No expiration date Germán Losada Director Yes 40 2022 No expiration date * Independent under NYSE standards, applicable SEC rules and the CNBV Rules.
From 1993 to 1999, he was an in-house lawyer at YPF, S.A., the largest oil and gas company in Argentina, providing legal services to its international business development group. Mr.
From 1993 to 1999, he was an in-house counsel at YPF, Argentina’s largest oil and gas company, providing legal services to its international business development group. Mr.
In recent years he has been legal counsel for various international oil companies that have invested in Argentina, attracted by the development of shale hydrocarbons.
In recent years, he has acted as legal counsel for various international oil companies that have invested in Argentina, particularly in the development of shale hydrocarbons.
Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise. 124 Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares.
Claims for breach of the duty of care or the duty of loyalty may be brought solely for the benefit of the issuer (as a derivative suit) and may only be brought by the issuer or by shareholders representing at least 5% of any outstanding shares.
On a quarterly basis, the project leaders present the progress of their work program to the Executive Team and the Corporate Practices Committee, which in turn presents key aspects and conclusions to the Board of Directors. Family Relationships There are no family or kinship relationships among our directors and the members of our Executive Team.
On a quarterly basis, the project leaders present the progress of their work program to the Executive Team and the Corporate Practices Committee, which in turn presents key aspects and conclusions to the Board of Directors.
See “Item 3—Key Information—Risk Factors—Detailed Risk Factors—Risks Related to our Company—We face risks relating to certain legal proceedings.” We are firmly committed to providing the necessary tools for our workforce to grow technically and advance their careers within the Company. We have designed a professional development plan for technical training: the technical career program.
See “ Item 3 — Key Information — Risk Factors — Detailed Risk Factors — Risks Related to our Company —We face risks related to certain legal proceedings .” We are firmly committed to providing the necessary tools for our workforce to grow technically and advance their careers within the Company.
For a detailed description of the operation and authorities of our audit committee, see “Item 10—Additional Information—Shareholder’s Meetings—Audit and Corporate Practices Committees.” Corporate Practices Committee The members of our Corporate Practices Committee are: • Mauricio Doehner Cobian (chair); • Pierre-Jean Sivignon; • Susan L.
For a detailed description of the operation and authorities of our audit committee, see “ Item 10—Additional Information—Memorandum and Articles of Association—Audit and Corporate Practices Committees. ” Corporate Practices Committee The members of our Corporate Practices Committee are: • Mauricio Doehner Cobian (chair); • Pierre-Jean Sivignon; • Susan L. Segal; • Germán Losada; and • Gerard Martellozo.
During the year ended December 31, 2023, the remuneration paid by the Issuer to each of the members of the Board of Directors, excluding the Chairman of the Board and the Chief Executive Officer, consisted of: (i) a fee payment of US$80,000.00, payable in four quarterly installments, and (ii) 25,000 series A shares, within the terms of the LTIP.
During the year ended December 31, 2024, the remuneration paid by the Issuer to each member of the Board of Directors, excluding the Chairman of the Board and the Chief Executive Officer, consisted of: (i) a fee of US$80,000, plus an additional US$30,000 for each Committee Chair, payable in four quarterly installments, and (ii) 10,000 series A shares, pursuant to the terms of the LTIP.
Cherñacov previously held several positions in YPF’s E&P department where his last role was being in charge of the upstream portfolio management process, which covered Argentina, Brazil and Bolivia. Mr.
Cherñacov held several positions in YPF’s E&P department, with his last role being responsible for the upstream portfolio management process across Argentina, Brazil, and Bolivia. Mr.
If a change of control event occurs, such participant’s Restricted Stock and options will be immediately vested and exercisable. Exercise of Stock Options . Vested options will become exercisable during 10 years since the date of grant. The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant.
If a change of control event occurs, such participant’s Restricted Stock and options will be immediately vested and exercisable. 130 Table of Contents Exercise of Stock Options . Vested options will become exercisable during 10 years since the date of grant.
None of our directors maintains service contracts with us except as described in “Principal Shareholders” and “Related Party Transactions.” Executive Team The following table sets forth the members of our Executive Team as of the date of this annual report, which were designated on August 1, 2017.
None of our directors maintains service contracts with us except as described in “ Item 7—Major Shareholders and Related Party Transactions—Major Shareholders ” and “ Item 7—Major Shareholders and Related Party Transactions—Related Party Transactions. ” Executive Team The following table sets forth the members of our Executive Team as of the date of this annual report.
See “Item 6—Directors, Senior Management and Employees—Board of Directors—Miguel Galuccio.” Pablo Manuel Vera Pinto has served as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr.
See “ Item 6—Directors, Senior Management and Employees—Board of Directors .” Pablo Manuel Vera Pinto has served as our Chief Financial Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. From October 2012 to February 2017, he held the position of Director of Business Development at YPF. Mr.
Segal • Germán Losada; and • Gerard Martellozo. 125 There is no expiration date on the term of the appointment of the members of our Corporate Practices Committee.
There is no expiration date on the term of the appointment of the members of our Corporate Practices Committee.
The exercise prices and expiration dates of the Stock Options held by our Chief Financial Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034. 129 As of the date of this annual report, our Chief Operating Officer owned (i) 1,828,504 series A shares, (ii) 22,432 vested Stock Options, (iii) 162,156 unvested Stock Options, (iv) 79,390 Restricted Stock, and (v) 650,910 Performance Restricted Stock.
The exercise prices and expiration dates of the Stock Options held by our Chief Technology Officer are as follows (i) 61,861 Stock Options at an exercise price of US$7.05 per series A share, expiring on February 23, 2032, (ii) 67,297 Stock Options at an exercise price of US$17.83 per series A share, expiring on February 23, 2033, and (iii) 55,429 Stock Options at an exercise price of US$29.66 per series A share, expiring on January 2, 2034. 131 Table of Contents As of the date of this annual report, our Strategic Planning and Investor Relations Officer owned (i) 1,198,381 series A shares (a portion of which is held in the form of ADSs), (ii) 122,399 vested Stock Options, (iii) 71,748 unvested Stock Options, (iv) 41,391 Restricted Stock, and (v) 258,898 Performance Restricted Stock.
Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors.
Liability also arises if damages and losses result from benefits obtained by the directors or third parties, as a result of activities carried out by the directors. Liability for breach of the duty of loyalty may not be limited by the company’s bylaws, by resolution of a shareholders’ meeting or otherwise.
Employees As of December 31, 2023, we had 470 employees, of which 453 were in Argentina and 17 in Mexico.
Employees As of December 31, 2024, we had 528 employees, of which 510 were in Argentina and 18 in Mexico.
First, we identified a matrix of critical competencies needed for the different technical positions. We conduct a gap analysis of our workforce and identify the skills needed to improve the qualification of our teams. Each career has a technical mentor and a person who evaluates the progress of individuals at each step of their career.
We have designed a professional development plan for technical training: the technical career program. First, we identified a matrix of critical competencies needed for the different technical positions. We conduct a gap analysis of our workforce and identify the skills needed to improve the qualification of our teams.
Name Position Age Miguel Galuccio Chairman and Chief Executive Officer 56 Pablo Manuel Vera Pinto Chief Financial Officer 46 Juan Garoby Chief Operations Officer 53 Alejandro Cherñacov Strategic Planning and Investor Relations Officer 42 Miguel Galuccio.
Name Position Age Appointment Miguel Galuccio Chairman and Chief Executive Officer 56 August 1, 2017 Pablo Manuel Vera Pinto Chief Financial Officer 47 August 1, 2017 Juan Garoby Chief Technology Officer 54 August 1, 2017 Alejandro Cherñacov Strategic Planning and Investor Relations Officer 43 August 1, 2017 Matías Weissel Chief Operations Officer 39 January 14, 2025 Miguel Galuccio.
Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms.
Principally, these executives are required to submit to the board of directors for approval the principal strategies for the business, to submit to the audit committee proposals relating to internal control systems, to disclose all material information to the public and to maintain adequate accounting and registration systems and internal control mechanisms. 126 Table of Contents Board Committees The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law.
Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires and a strategic decision and risk management professional certificate from Stanford University in Palo Alto, California. Javier Rodríguez Galli has served as our General Counsel since August 1, 2017. Mr.
Cherñacov holds a bachelor’s degree in economics from the Universidad de Buenos Aires, a master’s degree in finance from the Universidad Torcuato Di Tella in Buenos Aires, and a professional certificate in strategic decision and risk management from Stanford University in Palo Alto, California. 128 Table of Contents Matías Weissel has served as our Chief Operations Officer since January 14, 2025, and has been involved with us since April 2018.
Compensation During the year ended December 31, 2023, the aggregate remuneration paid by the Issuer to key management personnel for services in all capacities to the Issuer and its subsidiaries was US$32.6 million.
Family Relationships There are no family or kinship relationships among our directors and the members of our Executive Team. 129 Table of Contents Compensation During the year ended December 31, 2024, the aggregate remuneration paid by the Company to key management personnel for services in all capacities to the Issuer and its subsidiaries was US$49.6 million.
The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method. Transfer Restrictions. Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option.
Except under the laws of descent and distribution or otherwise permitted by the plan administrator, the participant will not be permitted to sell, transfer, pledge or assign any option. Termination and amendment of the Plan.
As of the date of this annual report, 1,927,020 Restricted Stock, 1,552,057 Stock Options, and 5,550,523 Performance Restricted Stock are outstanding under the Plan.
As of the date of this annual report, 471,260 Restricted Stock, 1,736,144 Stock Options, and 2,494,463 Performance Restricted Stock are outstanding under the Plan.
As of the date of this annual report, our Chief Financial Officer owned (i) 1,877,667 series A shares, (ii) 22,432 vested Stock Options, (iii) 162,156 unvested Stock Options, (iv) 79,390 Restricted Stock, and (v) 650,910 Performance Restricted Stock.
As of the date of this annual report, our Chief Financial Officer owned (i) 1,513,667 series A shares (a portion of which is held in the form of ADSs), (ii) 134,638 vested Stock Options, (iii) 78,923 unvested Stock Options, (iv) 45,528 Restricted Stock, and (v) 284,788 Performance Restricted Stock.
Vera Pinto holds a bachelor’s degree in economics from Universidad Torcuato Di Tella in Buenos Aires, Argentina and a master’s degree in business administration from INSEAD in Fontainebleau, France. 126 Juan Garoby has served as our Chief Operations Officer since August 1, 2017, and has been involved with us since our incorporation on March 22, 2017. Mr.
Vera Pinto holds an undergraduate degree in Economics from Universidad Torcuato Di Tella in Buenos Aires and an MBA from INSEAD in Fontainebleau, France. Juan Garoby has served as our Chief Technology Officer since January 14, 2025. Prior to this role, he served as Chief Operations Officer from August 1, 2017, to January 14, 2025.
As of the date of this annual report, our Chairman owned (i) 7,595,671 series A shares, (ii) 101,965 vested Stock Options, (iii) 709,072 unvested Stock Options, (iv) 346,638 Restricted Stock, and (v) 2,496,889 Performance Restricted Stock.
As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (a portion of which is held in the form of ADSs), (ii) 597,898 vested Stock Options, (iii) 330,204 unvested Stock Options, (iv) 189,668 Restricted Stock, and (v) 1,112,961 Performance Restricted Stock.
As of the date of this annual report, our Strategic Planning and Investor Relations Officer owned (i) 1,481,381 series A shares, (ii) 20,393 vested Stock Options, (iii) 147,415 unvested Stock Options, (iv) 72,174 Restricted Stock, and (v) 591,736 Performance Restricted Stock.
As of the date of this annual report, our Chief Technology Officer owned (i) 1,438,504 series A shares (a portion of which is held in the form of ADSs), (ii) 134,638 vested Stock Options, (iii) 49,949 unvested Stock Options, (iv) 30,085 Restricted Stock, and (v) 286,357 Performance Restricted Stock.
Vera Pinto was a member of the board of directors of the fertilizer company Profertil (a joint venture between Agrium of Canada and YPF), power generation company Central Dock Sud S.A. (a joint venture between Enel of Italy, YPF and Pan American Energy) and gas distributor Metrogas S.A. (controlled by YPF, acquired from British Gas in 2012). Overall, Mr.
Vera Pinto also served as Director of Transformation at YPF from May 2012 to September 2012 and was a member of the boards of directors of several YPF-related companies, including the fertilizer company Profertil S.A. (a joint venture between Agrium of Canada and YPF), the electricity generation company Central Dock Sud S.A.
Business Address of the Members of our Board of Directors and Executive Team The business address of the members of our Company’s board of directors and the members of our Executive Team is: Pedregal No. 24, Floor 4, Colonia Molino del Rey, Alcaldía Miguel Hidalgo, Mexico City, Zip Code 11040, Mexico.
Business Address of the Members of our Board of Directors and Executive Team The business address of the members of our Company’s board of directors and the members of our Executive Team is: Torre Mapfre, 18 th Floor, 243 Paseo de la Reforma Avenue, Colonia Renacimiento, Alcaldía Cuauhtémoc, Mexico City, 06600, Mexico.
Removed
Board Committees The Mexican Securities Market Law requires us to have an Audit and Corporate Governance Committee, which must be composed of at least three independent members under the Mexican Securities Market Law.
Added
(a partnership between Enel of Italy, YPF, and Pan American), and the gas distribution company MetroGAS S.A. (controlled by YPF and acquired from BG in 2012). Prior to his work at YPF, Mr. Vera Pinto collaborated with a private investor group specializing in restructuring.
Removed
Vera Pinto was previously the Head of Business Development at YPF Argentina from October 2012 to February 2017 and, prior to that, served as Director of Transformation at YPF from May 2012 until September 2012. Mr.
Added
Over his career, he has gained extensive experience in operational and financial management, having served as Restructuring Manager, CFO, and CEO of various controlled companies. He also held positions in strategic consulting with McKinsey & Company in Europe and in investment banking at Credit Suisse First Boston in New York. Mr.
Removed
Vera Pinto led the execution of over 20 mergers and acquisitions transactions during his time at YPF. Previously, Mr. Vera Pinto worked with Leadgate Investment Corp., a private investment firm focused on restructuring acquired businesses where he had experience as Restructuring Manager, Chief Financial Officer and General Manager of the firm’s-controlled businesses. Mr.
Added
He has been involved with us since our incorporation on March 22, 2017. Mr.
Removed
Vera Pinto also worked for management consultancy McKinsey & Company in Europe and investment banking firm Credit Suisse First Boston NA based in New York. Mr.
Added
From April 2018 to January 14, 2025, he held the position of Operations Manager, overseeing Vista’s operations in Vaca Muerta. Between 2010 and 2018, Mr. Weissel worked at YPF, where he was part of the teams responsible for developing Vaca Muerta. During his tenure, he held various positions, including Project Leader for Loma Campana and Manager of Unconventional Projects. Mr.
Added
Weissel holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires (ITBA). Javier Rodríguez Galli has served as our General Counsel since August 1, 2017. Mr.
Added
The exercise price per share under a Stock Option shall be the Fair Market Value per share on the date of grant. The number of Stock Options to be awarded to an Eligible Person shall be determined by the Manager at the time of grant following the Black-Scholes method. Transfer Restrictions.
Added
Each career has a technical mentor and a person who evaluates the progress of individuals at each step of their career.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

0 edited+13 added−1 removed0 unchanged
Removed
Item 7. Major Shareholder and Related Party Transactions 131 Item 8. Financial Information 132 Item 9. The Offer and Listing 134 Item 10. Additional Information 139 Item 11. Quantitative and Qualitative Disclosures about Market Risk 182 Item 12. Description of Securities Other Than Equity Securities 182
Added
ITEM 7.A MAJOR SHAREHOLDERS Our outstanding capital stock consists of two series of shares: series A shares and series C shares, in each case registered with the RNV and listed on the Mexican Stock Exchange. As of December 31, 2024, our capital stock was represented by 95,285,451 series A shares, and two series C shares.
Added
As of the date of this annual report, our capital stock was represented by 98,150,716 series A shares, and two series C shares. Each series of shares grants the same rights and obligations to its holders, including corporate and economic rights.
Added
The following table sets forth certain information known to us of our shareholders who are beneficial owners of more than 5% of our series A shares and series C shares as of the date of this annual report (except as set forth below), which is the most recent practicable date as to which we have information available.
Added
In computing the number of series A shares beneficially owned by a person or entity and the percentage ownership of that person or entity, we deemed to be outstanding all series A shares subject to stock options or restricted stock held by that person or entity that are currently exercisable or that will become exercisable or vested, as applicable, within 60 days of the date of this annual report. series A shares issuable pursuant to stock options or restricted stock are deemed outstanding for computing the percentage ownership of the person or entity holding such options but are not outstanding for computing the percentage of any other person or entity.
Added
Shareholders Amount % of class Series A shares Al Mehwar Commercial Investments LLC (1) 12,822,581 13.06 % Miguel Galuccio (2) 6,843,569 6.97 % (1) Al Mehwar Commercial Investments LLC is a subsidiary of Abu Dhabi Investment Council Company P.J.S.C. which is a joint stock company established by the Government of the Emirate of Abu Dhabi in the United Arab Emirates.
Added
Abu Dhabi Investment Council Company P.J.S.C. is wholly owned by Mubadala Investment Company P.J.S.C., which is itself wholly owned by the Government of the Emirate of Abu Dhabi.
Added
(2) As of the date of this annual report, our Chairman owned (i) 6,245,671 series A shares (a portion of which is held in the form of ADSs), (ii) 597,898 vested Stock Options, (iii) 330,204 unvested Stock Options, (iv) 189,668 Restricted Stock, and (v) 1,112,961 Performance Restricted Stock.
Added
As of December 31, 2024, there were 80,924,355 ADSs outstanding (representing rights to 80,924,355 series A shares or 85% of outstanding series A shares). As of December 31, 2024, there was one registered holder of ADSs in the United States.
Added
It is not practicable for us to determine the number of our ADSs or series A shares beneficially owned in the United States. Likewise, we cannot readily ascertain the domicile of the final beneficial owners represented by ADS record holders in the United States or the domicile of the beneficial owners of our series A shares, either directly or indirectly.
Added
As of the date of this annual report, the Company is not directly nor indirectly controlled by another company, a government, or by any other individual or legal entity. In addition, we hereby represent that we are not aware of any commitment that could represent a change of control in our corporate structure.
Added
ITEM 7.B RELATED PARTY TRANSACTIONS We enter into transactions with our shareholders and with companies that are owned or controlled, directly or indirectly, by us in the normal course of our business.
Added
Any transactions with such related parties have been made consistent with normal business operations using terms and conditions available in the market and are in accordance with applicable law. 133 Table of Contents The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial period/year.
Added
Key management personnel remuneration Consolidated for the year ended December 31, 2024 Short-term employee benefits 20,861 Share-based payment transactions 28,776 Total 49,637 The amounts disclosed in the table are the amounts recognized as an expense during the reporting period/year related to key management personnel. ITEM 7.C INTERESTS OF EXPERTS AND COUNSEL Not applicable.

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