VIST Vista Energy SAB de CV

As filed with the Securities and Exchange Commission on February 6, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

(Exact Name of Registrant as Specified in Its Charter)

Pedregal 24, Floor 4

Colonia Molino del Rey, Alcaldía Miguel Hidalgo

Mexico City, 11040

Mexico

(Address, including zip code, of Registrant’s principal executive offices)

Long Term Incentive Plan

(Full title of the Plan)

Donald J. Puglisi

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

United States of America

+1 (302) 738-6680

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Julia L. Petty

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

+1 (212) 225-2000

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The liability resulting from the violation of the duty of diligence or the duty of loyalty will be exclusively in favor of the Registrant, as the case may be, and may be exercised by the Registrant or by the shareholders who, individually or jointly, represent the ownership of shares (including limited, restricted or non-voting shares), representing 5% or more of the capital stock.

The Registrant must indemnify and hold harmless the members, owners and substitutes, and officers of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other Committees created by the Registrant, the Secretary and Substitute Assistant Secretary who are not members of the Board of Directors, and the CEO and other relevant officers and directors, in connection with the performance of their duties, such as any claim, suit, proceeding or investigation that may be initiated in Mexico or in any of the countries in which the Registrant’s shares, other securities issued based on such shares or other fixed or variable income securities issued by the Registrant itself are registered or listed, or in any jurisdiction where the Registrant or the companies it controls operate, in which such persons may be parties in their capacity as members of such bodies, owners or substitutes, and officers, including the payment of any damages that may have been caused and the amounts necessary to reach, if deemed appropriate, a settlement, as well as the totality of the fees and expenses of the attorneys’ fees (reasonable and documented) and other advisors hired to look after the interests of such persons in the aforementioned cases, in the understanding that the Board of Directors shall be the body empowered to determine, in the aforementioned cases, if it deems convenient to hire the services of attorneys and other advisors different from those who are advising the Registrant in the corresponding case. This indemnity shall not be applicable if such claims, lawsuits, proceedings or investigations result from the gross negligence, willful misconduct, bad faith, or unlawfulness under applicable law of the indemnified party in question. Likewise, the Registrant may contract in favor of the members of the Board of Directors, the Audit Committee, the Corporate Practices Committee, any other committees created by the Registrant, the CEO or any other relevant officer, as determined by the Board of Directors, insurance or bails covering the amount of indemnification for damages caused by their actions to the Registrant, except in the case of fraudulent or bad faith acts, or unlawful acts pursuant to the Mexican Stock Market Law or other applicable law.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

7