Management's explanation of the reported results — what drove revenue, margins, and cash flow — from the annual 10-K filing (Item 7, MD&A).
The text below is reproduced verbatim from VST’s SEC filing. See also VST’s supply chain and financial statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data . See Item 7. Management's Discussion and Analysis of Financial Condition, and Results of Operations in our 202 4 Form 10-K for a discussion of our financial condition and results of operations for the year ended December 31, 2023 and for the year ended December 31, 2024 compared to the year ended December 31, 2023, which is incorporated here by reference. 51 VISTRA CORP. Key Financial Results The following are financial and operating highlights we achieved in the execution of our four strategic priorities: Long-term, attractive earnings profile through the integrated business model. • We continued to execute our integrated business model, delivering strong operational and financial performance while responding effectively to market opportunities. Our ability to combine a diversified and dependable generation fleet with a scaled retail platform and disciplined wholesale risk management capabilities remains a core competitive advantage and supports more stable and predictable cash flows across commodity price cycles. • Long-term contracts entered in 2025 underwrite higher base profitability in the future. ◦ In September 2025, we announced that we had entered into a 20-year power purchase agreement (PPA) (with options to extend for up to an additional 20 years) with Amazon Web Services (AWS) to supply 1,200 MW of carbon-free power from our Comanche Peak Nuclear Power Plant. We anticipate power delivery to begin in the fourth quarter of 2027 and ramp to full capacity by 2032. ◦ In January 2026, we announced that we had entered into 20-year PPAs with Meta Platforms, Inc. (Meta) to supply 2,609 MW of carbon-free power and capacity from our PJM nuclear power plants, including 2,176 MW of operating energy and capacity and 433 of uprate energy and capacity to be constructed. We anticipate commencing delivery on a portion of the operating energy and capacity in late 2026 and full delivery by year end 2027. We anticipate commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery by year end 2034. Disciplined capital allocation. • Executed disciplined capital allocation through targeted natural gas expansion, including the development of an 860 MW facility in West Texas and the acquisition of 2,600 MW of natural gas generation capacity from Lotus. • In December 2025, we executed definitive agreements to acquire Cogentrix Energy, consisting of 10 natural gas generation facilities totaling approximately 5,500 MW of capacity. The transaction is expected to close in mid-to-late 2026. • During the year ended December 31, 2025, we paid dividends to common stockholders totaling $306 million. • In October 2025, the Board authorized an incremental amount of $1.0 billion under our stock repurchase program established in October 2021. During the year ended December 31, 2025, we repurchased 6.6 million shares for approximately $1.0 billion under the program. Through February 18, 2026, total shares repurchased under the program totaled 167 million shares for $5.9 billion, and we have $1.8 billion available for additional repurchases under the program. • In December 2025, S&P raised its issuer credit rating on Vistra to investment grade from BB+ to BBB-. Maintaining a resilient balance sheet. • We further diversified our sources of liquidity and improved associated borrowing costs and credit terms through a number of enhancements and amendments to our facilities throughout the year, including (i) extending the maturity of the Commodity-Linked Facility to September 2026, (ii) increasing the commitment cap under the alternative letter of credit facility from $500 million to $800 million, and (iii) expanding and extending the Receivables Facility purchase limit by $100 million and extended the term to July 2026. • In October 2025, we issued $750 million of 4.300% senior secured notes due 2028, $500 million of 4.600% senior secured notes due 2030, and $750 million of 5.250% senior secured notes due 2035. The net proceeds from these issuances were used to refinance senior unsecured debt maturities in September 2026 and for general corporate purposes, including to fund a portion of the Lotus Acquisition. Strategic energy transition focused on the reliability, affordability, and sustainability of electric grid. • Planned uprates at the Company's operating Perry Nuclear Power Plant (Perry), Davis-Besse Nuclear Power Plant (Davis-Besse), and Beaver Valley Nuclear Power Plant (Beaver Valley) would add 433 MW of incremental carbon-free nuclear energy and capacity to the PJM region commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery of the uprate energy and capacity by year end 2034. • We reached commercial operations at the Oak Hill solar facility in Texas totaling 200 MW of capacity and continued development and construction activities on additional facilities at retired or to-be-retired plant sites in Illinois. 52 VISTRA CORP. • We announced plans to repower the Coleto Creek and Miami Fort coal generation facilities as natural gas-fueled facilities upon their retirement no later than 2027 and the middle of 2028, respectively. Business Environment and Outlook Electricity Demand Electricity demand drivers including the rise of large scale data centers, the electrification of oil field operations, and electric vehicle load building are contributing to a projected fast paced load growth in the regions we serve. Our integrated retail electricity and power generation operations allows us to quickly respond to electricity demand changes. To support growing demand from large‑scale electricity consumers, we continue to engage in discussions with various counterparties regarding the potential long-term sale of power from our generation facilities, and we are progressing a series of development initiatives across our generation portfolio, including nuclear uprates and other capacity expansions. Supply Chain Constraints Our industry continues to face ongoing supply chain constraints and labor shortages, which have reduced the availability of essential equipment and supplies for constructing new generation facilities, increased the lead times for procuring materials, and raised labor costs associated with maintaining our natural gas, nuclear, and coal fleet. We are proactively managing these constraints by continuously re-evaluating the business cases and timing of our planned development projects. This has led to the deferral or abandonment of some planned capital expenditures for our solar and battery projects and could impact the economic feasibility of additional projects in our new generation development pipeline. We are engaging with suppliers to secure key materials needed to maintain our existing generation facilities before future planned outages. Russia/Ukraine Conflict We are closely monitoring developments in the Russia and Ukraine conflict, specifically sanctions (or potential sanctions) against Russian energy exports and Russian nuclear fuel supply and enrichment activities, and actions by Russia to limit energy deliveries, which may further impact commodity prices in Europe and globally. The Prohibiting Russian Uranium Imports Act (PRUI Act), which was signed into law on August 11, 2024, prohibits importation of Russian uranium; however, the DOE can issue waivers (subject to decreasing annual caps) until December 31, 2027 if there is no alternate source of low-enriched uranium available to keep U.S. nuclear reactors operating or is in the national interest. Additionally, passage of the PRUI Act enabled the allocation of $2.72 billion in federal funding to ramp up production of domestic uranium fuel. On November 15, 2024, the Russian Federation temporarily suspended shipments of uranium to the U.S., stating that they would grant future export licenses on a case-by-case basis. Our 2026 refueling plans have not been affected by the Russia and Ukraine conflict, nor have we seen any disruption to the delivery of nuclear fuel impacting our refueling schedules. All nuclear fuel requirements for 2026 are either in inventory or are onshore. We work with a diverse set of global nuclear fuel cycle suppliers to procure our nuclear fuel years in advance. We have nuclear fuel contracted to support all our refueling needs through 2030 without any additional Russian deliveries. We continue to take affirmative action by building strategic inventory and deploying mitigating strategies in our procurement portfolio to ensure we can secure the nuclear fuel needed to continue to operate our nuclear facilities through potential Russian supply disruption. Noteworthy Developments PJM Nuclear Power Purchase Agreements and Uprates In January 2026, Vistra announced it had entered into 20-year PPAs with Meta, pursuant to which the Company has agreed to supply Meta with a total of 2,609 MW of carbon-free power and capacity from the Company's PJM nuclear power plants as follows: • 1,268 MW of energy and capacity from Perry and 908 MW of energy and capacity from Davis-Besse; and • 213 MW of uprate energy and capacity from Perry, 80 MW of uprate energy and capacity from Davis-Besse, and 140 MW of uprate energy and capacity from Beaver Valley. 53 VISTRA CORP. Under the terms of the PPAs, the Company anticipates commencing delivery on a portion of the operating energy and capacity in late 2026 and full delivery of the operating energy and capacity by year end 2027. Additionally, the Company anticipates commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery of the uprate energy and capacity by year end 2034. To achieve the uprates, the Company expects to incur capital expenditures commencing in 2026 and extending through 2034, with less than 20% of the aggregate spend projected to occur by year end 2028. The timing and amount of our planned uprate expenditures will depend on a range of factors, including regulatory approvals, engineering evaluations and capital allocation decisions. Cogentrix Transaction On December 31, 2025, Vistra executed definitive agreements to acquire Cogentrix Energy which consists of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity (Cogentrix Transaction). The facilities include three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO-NE, and one cogeneration facility in ERCOT. Aggregate consideration at closing will consist of approximately (i) $2.3 billion in cash, net of adjustments for the assumption of an estimated $1.5 billion of outstanding indebtedness of Cogentrix as of the closing date, and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, to be issued to the seller, at a mutually agreed-upon value of $185 per share. Consummation of the Cogentrix Transaction is subject to customary closing conditions, including receipt of all requisite regulatory approvals, including approvals of FERC and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Cogentrix Transaction is expected to close in mid-to-late 2026. Lotus Acquisition On October 22, 2025, pursuant to a purchase and sale agreement dated May 15, 2025, Vistra Operations acquired 100% of the membership interests of certain subsidiaries of Lotus (Lotus Acquisition). The Lotus Acquisition resulted in the addition of seven natural gas generation facilities totaling 2,600 MW in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO), further geographically diversifying Vistra's natural gas fleet. The aggregate purchase price consisted of a base purchase price of $1.9 billion, subject to certain customary adjustments, including the acquired companies' working capital, cash, indebtedness, and certain other adjustments. Vistra Operations funded the Lotus Acquisition with a combination of cash and the assumption of the acquired companies' indebtedness which consisted of a senior secured credit facility, including an existing term loan with approximately $800 million principal outstanding, which reduced the cash consideration payable at closing. Cash consideration payable at closing, excluding adjustments for the acquired companies' working capital, cash, and certain other adjustments, was $1.1 billion. See Note 2 to the Financial Statements for additional information. Comanche Peak Power Purchase Agreement In September 2025, Vistra announced that it had entered into a 20-year PPA (with options to extend for up to an additional 20 years) with AWS, pursuant to which we have agreed to supply to AWS 1,200 MW of carbon-free power from the Comanche Peak Nuclear Power Plant. Vistra anticipates power delivery to begin in the fourth quarter of 2027 and ramp to full capacity by 2032. Nuclear Plant License Renewal In July 2025, our application for license renewal at our Perry Nuclear Plant was approved by the NRC. The license now extends through 2046. 54 VISTRA CORP. OBBBA and CAMT In July 2025, the legislation known as the OBBBA was signed into law and we have accounted for the effects in our consolidated financial statements. Key changes include the immediate expensing of domestic research and development costs, the reinstatement of 100% bonus depreciation, and increases in the limitation of interest deductibility. Certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal year and future year periods, however the legislation did not have a material impact on our consolidated financial statements. We do not expect Vistra to be subject to the corporate alternative minimum tax (CAMT) in the 2025 tax year as it applies only to corporations with a three-year average annual adjusted financial statement income in excess of $1 billion. We have taken the CAMT and forecasted OBBBA impacts into account when forecasting cash taxes. Moss Landing 300 Incident On January 16, 2025, we detected a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site (the Moss Landing Incident) that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. No injuries occurred due to the fire or the Company's response. The Moss Landing complex includes two other battery facilities and a gas plant. The gas plant returned to service in February 2025. The Moss Landing 350 MW battery facility has a net book value of approximately $320 million as of December 31, 2025. We are working towards a return to service in mid-2026, but we will continue to evaluate our restart plans following completion of our investigation into the cause of the fire. After further consideration, management determined it would not return the Moss Landing 100 MW battery to service. As a result of the damage caused by the Moss Landing Incident, during the three months ended March 31, 2025, we wrote-off the net book value of Moss Landing 300 of approximately $400 million to depreciation expense and moved the asset to the Asset Closure segment as we have no plans to return the Moss Landing 300 facility to operations. See Notes 7 and 21 to the Financial Statements for additional information. As a result of the decision to not return the Moss Landing 100 MW battery to service, we performed an assessment of the recoverability of the facility's carrying value and, during the three months ended December 31, 2025, we recognized an impairment loss of approximately $155 million and moved the asset to the Asset Closure segment (see Notes 7 and 21 to the Financial Statements for additional information. In July 2025, we entered into an Administrative Settlement Agreement and Order on Consent (ASAOC) with the EPA related to the Moss Landing 300 site. Under the ASAOC, we are required to perform specific battery removal and remediation activities, including battery removal and disposal, building demolition, and air and water monitoring. We estimate the total cost of these activities to be approximately $110 million. We have incurred expenses of approximately $49 million on ASAOC activities through December 31, 2025. As of December 31, 2025, our accrual for estimated future costs for the ASAOC activities is approximately $61 million, which is reflected in other current liabilities in the consolidated balance sheets. This estimate assumes the ASAOC activities will be completed by the end of 2026. Aside from battery removal and disposal, our estimate does not reflect costs associated with removal of other hazardous waste that could be identified as the demolition progresses as we are unable to estimate such costs until sampling of waste material is complete. We will account for any adjustments to the accrual as a change in estimate in the period new information becomes available. Additional impacts from the Moss Landing Incident include loss of revenue from the facilities being offline and may include litigation costs, other negotiated settlements of contracts with counterparties, and additional non-cash impairment losses. We are currently unable to estimate the full impact the Moss Landing Incident will have on us as our estimate will evolve as demolition progresses. See Note 18 to the Financial Statements for additional information. We have filed insurance claims against applicable insurance policies with combined business interruption and property loss limits of $500 million, net of deductibles, of which approximately $500 million has been collected through February 2026. See Note 8 to the Financial Statements for additional information. While we expect future revenues in the West segment to decrease relative to 2024 revenues with the Moss Landing 300 and 100 MW battery facilities not returning to service, given the uncertainty in the timing of the restart of the Moss Landing 350 MW battery facility and additional expenses that could be incurred related to the Moss Landing Incident, we cannot predict the full impact this event will have on our 2026 financial statements. 55 VISTRA CORP. Martin Lake Unit 1 Incident On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT (the Martin Lake Incident), an 815 MW unit. We wrote-off the unit's net book value of less than $1 million to depreciation expense in December 2024. The unit returned to service in February 2026. We estimate total cash capital expenditures required to restore the unit to service was approximately $384 million, of which approximately $271 million in cash capital expenditures have been incurred as of December 31, 2025. We expect to recover a majority of the expenditures associated with the Martin Lake Incident through property damage insurance and to receive additional business interruption proceeds. See Note 8 to the Financial Statements for additional information. Given uncertainty in timing of remaining insurance recoveries, we cannot predict the full impacts this event will have on our 2026 financial statements. Acquisition of Noncontrolling Interest On September 18, 2024 (the UPA Transaction Date), Vistra Operations and Vistra Vision Holdings I LLC, an indirect subsidiary of Vistra Operations (Vistra Vision Holdings), entered into separate Unit Purchase Agreements (as amended, the UPAs) with each of Nuveen and Avenue, pursuant to which Vistra Vision Holdings agreed to purchase each of Nuveen's and Avenue's combined 15% noncontrolling interest in Vistra Vision for approximately $3.2 billion in cash (collectively, the Transaction). The Transaction closed on December 31, 2024 (the Closing Date) and Vistra Vision Holdings now owns 100% of the equity interests in Vistra Vision. See Notes 2 and 11 to the Financial Statements for additional information. Planned Gas-Fueled Dispatchable Power in ERCOT In May 2024, we announced our intention to add up to 2,000 MW of dispatchable, natural gas-fueled electricity capacity in west, central, and north Texas consisting of the following projects: • Building up to 860 MW of advanced simple-cycle peaking plants to be located in west Texas to support the increasing power needs of the region, including the state's oil and gas industry. • Repowering the coal-fueled Coleto Creek Power Plant near Goliad, Texas, set to retire in 2027 to comply with EPA rules, as a natural-gas fueled plant with up to 600 MW of capacity. • Completing upgrades at existing natural gas-fueled plants that will add more than 500 MW of summer capacity and 100 MW of winter capacity. In July 2024, we filed applications with the PUCT under the Texas Energy Fund loan program seeking financing for the 860 MW of new advanced simple-cycle peaking plants referenced above. Both projects were selected for due diligence as part of the Texas Energy Fund loan program. An invitation to due diligence does not mean an applicant is awarded a loan. Due diligence is progressing and we are in the final stages. In September 2025, we announced we will move forward with construction of the 860 MW peaking plants discussed above. Early development work is underway, and we anticipate the units will be online in 2028. Merger with Energy Harbor On March 1, 2024 (Merger Date), pursuant to a transaction agreement dated March 6, 2023, (i) Vistra Operations transferred certain of its subsidiary entities into Vistra Vision, (ii) Black Pen Inc., a wholly owned subsidiary of Vistra, merged with and into Energy Harbor, (iii) Energy Harbor became a wholly owned subsidiary of Vistra Vision, and (iv) affiliates of Nuveen and Avenue exchanged a portion of the Energy Harbor shares held by Nuveen and Avenue for a 15% equity interest of Vistra Vision (collectively, Energy Harbor Merger). The Energy Harbor Merger combined Energy Harbor's and Vistra's nuclear and retail businesses and certain Vistra Zero renewables and energy storage facilities to provide diversification and scale across multiple carbon-free technologies (dispatchable and renewables/storage) and the retail business. The cash consideration for Energy Harbor Merger was funded by Vistra Operations using a combination of cash on hand and borrowings under the Commodity-Linked Facility, the Receivables Facility and the Repurchase Facility. See Note 2 to the Financial Statements for additional information. 56 VISTRA CORP. Inflation Reduction Act of 2022 (IRA) In August 2022, the U.S. enacted the IRA, which, among other things, implements substantial new and modified energy tax credits, including recognizing the value of existing carbon-free nuclear power by providing for a nuclear PTC, a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a first-time stand-alone battery storage ITC. The IRA also implements a 15% corporate alternative minimum tax (CAMT) on book income of certain large corporations, and a 1% excise tax on net stock repurchases. The section 45U nuclear PTC is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to phase out when annual gross receipts are between $25.00 per MWh and 43.75 per MWh and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively (each subject to annual inflation adjustments). The Company accounts for transferable ITCs and PTCs we expect to receive by analogy to ASC 832, Government Grants as amended by Accounting Standards Update 2025-10 (ASC 832). As discussed in Note 5, we recognized transferable nuclear PTC revenues of $220 million and $545 million in the years ended December 31, 2025 and 2024, respectively. U.S. Treasury regulations are expected to further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC. Any interpretive guidance on the definition of gross receipts that differs from the interpretation used in our estimates could result in a material change to PTC revenues recorded in 2024 and 2025 and would be reflected as a change in estimate in the period in which the guidance is received. Factors Affecting Our Financial Condition and Results of Operations Commodity Prices The price of electricity has a significant impact on our operating revenues and purchased power costs. Electricity prices are typically set by the cost to fuel a generation facility and the amount of fuel needed to generate one unit of electricity (Heat Rate) from the generation facility. Market Heat Rate is the implied relationship between wholesale electricity prices and the commodity price of the marginal supplier (generally natural gas plants). Wholesale electricity prices generally move with natural gas prices, except in certain circumstances, such as when ERCOT power prices increase significantly during extreme weather events due to generation scarcity. Because natural gas prices are volatile, the operating costs of our natural gas‑fueled generation facilities can also be volatile. While changes in natural gas prices do not materially affect the cost of generation at our nuclear‑, lignite‑, and coal‑fueled facilities, such changes generally influence electricity prices and, therefore, the operating margins of these facilities. Other factors that may affect electricity prices include fuel costs, regional generation supply, weather conditions, competitive dynamics, emerging technologies, and macroeconomic and regulatory developments. The wholesale market price of electricity divided by the market price of natural gas represents the Market Heat Rate. Market Heat Rate can be affected by a number of factors, including generation availability, mix of assets and the efficiency of the marginal supplier (generally natural gas-fueled generation facilities) in generating electricity. Our Market Heat Rate exposure is impacted by changes in the availability of generation resources, such as additions and retirements of generation facilities, and mix of generation assets. For example, increasing renewable (wind and solar) generation capacity generally depresses Market Heat Rates, particularly during periods when total demand is relatively low. However, increasing penetration of renewable generation capacity may also contribute to greater volatility of wholesale market prices independent of changes in the price of natural gas, given their intermittent nature. Due to our exposure to variability in natural gas prices and Market Heat Rates, retail sales and hedging activities are critical to our operating results and cash flow stability. Our integrated power generation and retail electricity business provides flexibility to hedge our generation position by utilizing retail markets as an effective sales channel. As we entered the 2025 and 2024 calendar years, substantially all of our expected generation volumes were hedged. This disciplined hedging strategy supports margin protection and contributes to more stable and predictable earnings. As a result of our hedging strategy, the net income of our segments can be significantly impacted by changes in unrealized gains and losses on commodity derivative instruments which are driven by changes in forward power prices. When power prices increase or decrease compared to what our generation segments have sold forward, the generation segments recognize unrealized losses or gains, respectively. Conversely, the retail segment, which procures power from the generation segments to meet future load obligations, experiences an inverse effect on unrealized mark-to-market valuations compared to the generation segments. 57 VISTRA CORP. The below tables summarize the average around the clock settled prices for the periods presented and does not necessarily reflect prices we realized or costs incurred by us. Year Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Average Power Price ($/MWh): Average Natural gas price ($/MMBtu): ERCOT North Hub $ 32.01 $ 25.89 NYMEX Henry Hub $ 3.53 $ 2.25 ERCOT West Hub $ 32.87 $ 27.45 Houston Ship Channel $ 3.01 $ 1.87 PJM AEP Dayton Hub $ 45.13 $ 30.74 Permian Basin $ 0.62 $ 0.08 PJM Northern Illinois Hub $ 36.65 $ 25.46 Dominion South $ 2.78 $ 1.67 PJM Western Hub $ 50.25 $ 33.83 Tetco ELA $ 3.30 $ 2.08 MISO Indiana Hub $ 43.73 $ 31.36 Chicago Citygate $ 3.25 $ 2.12 ISONE Massachusetts Hub $ 67.86 $ 41.47 TetcoM3 $ 3.69 $ 2.07 New York Zone A $ 52.88 $ 32.66 Algonquin Citygates $ 6.23 $ 3.03 CAISO NP15 $ 38.22 $ 40.67 PG&E Citygate $ 3.39 $ 3.09 Estimated hedging levels for generation volumes in our Texas, East and West segments as of December 31, 2025 were as follows: 2026 2027 Nuclear/Renewable/Coal Generation: Texas 100 % 100 % East 89 % 65 % Natural Gas Generation: Texas 92 % 43 % East 98 % 72 % West 100 % 42 % Seasonality The demand for and market prices of electricity and natural gas are affected by weather. As a result, our operating results are impacted by extreme or sustained weather conditions and may fluctuate on a seasonal basis. Typically, demand for and the price of electricity is higher in the summer and winter seasons, when the temperatures are more extreme, and the demand for and price of natural gas is also generally higher in the winter. More severe weather conditions such as heat waves or extreme winter weather have made, and may make, such fluctuations more pronounced. The pattern of this fluctuation may change depending on, among other things, the retail load served and the terms of contracts to purchase or sell electricity. To illustrate the impact of weather variability on our operating results, the following table presents cooling and heating degree days relative to normal levels by segment in 2025 and 2024. Year Ended December 31, Retail Texas East West 2025 2024 2025 2024 2025 2024 2025 2024 Weather - percent of normal (a): Cooling degree days 104 % 112 % 108 % 112 % 94 % 103 % 88 % 90 % Heating degree days 94 % 78 % 99 % 77 % 104 % 88 % 113 % 119 % ____________ (a) Reflects cooling degree or heating degree days based on Weather Services International (WSI) data. A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit base temperature. Retail amounts represent weather data for the Dallas-Fort Worth area. 58 VISTRA CORP. Capacity Markets PJM, NYISO, ISO-NE, MISO and CAISO ensure long-term grid reliability through monthly, semiannual, annual, and multi-year capacity auctions or bilateral transactions where power suppliers commit to making the generation resources available to the ISO as needed for a specific time period. We participate in these capacity market auctions and also enter into bilateral capacity sales, and a portion of our East, and West segment revenues are impacted by the capacity auction results or bilateral contracts. The following information summarizes the auction pricing for zones in which we operate as well as our capacity auction and bilateral capacity sales by planning period. Performance incentive rules increase capacity payments for those resources that are providing excess energy or reserves during a shortage event, while penalizing those that produce less than the required level. PJM Reliability Pricing Model (RPM) auction results, for the zones in which our assets are located, are as follows for each planning year: 2025-2026 2026-2027 2027-2028 (average price per MW-day) RTO zone $ 269.92 $ 329.17 $ 333.44 ComEd zone 269.92 329.17 333.44 MAAC zone 269.92 329.17 333.44 EMAAC zone 269.92 329.17 333.44 ATSI zone 269.92 329.17 333.44 DEOK zone 269.92 329.17 333.44 DOM zone 444.26 329.17 333.44 Our auction and bilateral capacity sales in PJM, net of purchases, aggregated by planning year through planning year 2027-2028, are as follows: East Segment 2025-2026 2026-2027 2027-2028 Capacity sold, net (MW) 11,259 11,527 10,566 NYISO The most recent seasonal auction results for NYISO's Rest-of-State zones, in which the capacity for our Independence plant clears, are as follows for each planning period: Winter 2025 - 2026 Price per kW-month $ 2.71 Due to the short-term, seasonal nature of the NYISO capacity auctions, we monetize the majority of our capacity through bilateral trades. Our auction and bilateral capacity sales, aggregated by season through winter 2027-2028, are as follows: East Segment Winter 2025 - 2026 Summer 2026 Winter 2026 - 2027 Summer 2027 Winter 2027 - 2028 Capacity sold (MW) 909 296 174 195 75 ISO-NE The most recent Forward Capacity Auction results for ISO-NE Rest-of-Pool, in which most of our assets are located, are as follows for each planning year: 2025-2026 2026-2027 2027-2028 Price per kW-month $ 2.59 $ 2.59 $ 3.58 59 VISTRA CORP. We continue to market and pursue longer term multi-year capacity transactions that extend through planning year 2027-2028. East Segment 2025-2026 2026-2027 2027-2028 Capacity sold (MW) 3,453 3,500 3,750 MISO The capacity auction results for MISO Local Resource Zone 4, in which our assets are located, are as follows for each planning year: 2025-2026 Price per kW-month $ 6.60 MISO auction and bilateral capacity sales through planning year 2028-2029 are as follows: East Segment 2025-2026 2026-2027 2027-2028 2028-2029 Capacity sold (MW) 1,710 1,418 239 5 CAISO Our capacity sales as part of the California Public Utilities Commission Resource Adequacy (RA) Program in California, aggregated by calendar year for 2026 through 2029 for Moss Landing, are as follows: West Segment 2026 2027 2028 2029 Bilateral capacity sold (Avg MW) 1,415 1,265 350 350 Results of Operations The tables and discussion that follows present period‑over‑period changes in our results of operations and highlight the primary drivers of those variances for the periods presented. In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including EBITDA and Adjusted EBITDA as performance measures. These non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed (i) with our GAAP results and (ii) the accompanying reconciliations to corresponding GAAP financial measures may provide a more complete understanding of factors and trends affecting our business. Because EBITDA and Adjusted EBITDA are financial measures that management uses to allocate resources, determine our ability to fund capital expenditures, assess performance against our peers, and evaluate overall financial performance, we believe they provide useful information for investors. These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures and are, by definition, an incomplete understanding of Vistra and must be considered in conjunction with GAAP measures. In addition, non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. We strongly encourage investors to review the consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure. When EBITDA or Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is Net income (loss). 60 VISTRA CORP. Consolidated Results of Operations The following table presents Net income (loss), EBITDA and Adjusted EBITDA: Year Ended December 31, 2025 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 14,340 $ 5,353 $ 6,174 $ 325 $ 74 $ (8,528) $ 17,738 Fuel, purchased power costs, and delivery fees (11,686) (1,990) (3,807) (149) — 8,531 (9,101) Operating costs (168) (1,050) (1,381) (59) (154) 9 (2,803) Depreciation and amortization (94) (638) (1,120) (61) 2 (75) (1,986) Selling, general, and administrative expenses (1,035) (180) (235) (14) (66) (184) (1,714) Impairment of long-lived assets — (68) (5) — (155) — (228) Operating income (loss) 1,357 1,427 (374) 42 (299) (247) 1,906 Other income, net — 124 234 5 24 7 394 Interest expense and related charges (67) 53 50 7 (4) (1,218) (1,179) Impacts of Tax Receivable Agreement — — — — — 2 2 Income (loss) before income taxes 1,290 1,604 (90) 54 (279) (1,456) 1,123 Income tax expense — — (1) — — (178) (179) Net income (loss) $ 1,290 $ 1,604 $ (91) $ 54 $ (279) $ (1,634) $ 944 Income tax expense — — 1 — — 178 179 Interest expense and related charges (a) 67 (53) (50) (7) 4 1,218 1,179 Depreciation and amortization (b) 94 771 1,474 61 (2) 75 2,473 EBITDA before Adjustments 1,451 2,322 1,334 108 (277) (163) 4,775 Unrealized net (gain) loss resulting from commodity hedging transactions 148 (479) 1,013 128 (2) — 808 Purchase accounting impacts 17 1 33 — — — 51 Non-cash compensation expenses — — — — — 113 113 Transition and merger expenses 6 (1) 3 — — 67 75 Impairment of long-lived assets — 68 5 — 155 — 228 Insurance income (c) — (120) — — (71) — (191) Decommissioning-related activities (d) — 15 (127) 1 116 — 5 ERP system implementation expenses 3 3 4 — 1 — 11 Other, net (3) 25 17 7 4 (87) (37) Adjusted EBITDA $ 1,622 $ 1,834 $ 2,282 $ 244 $ (74) $ (70) $ 5,838
(a) Corporate and Other includes $67 million of unrealized mark-to-market net losses on interest rate swaps. (b) Includes nuclear fuel amortization of $133 million and $354 million, respectively, in the Texas and East segments. (c) Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment. (d) Represents net of all NDT (income) loss of the PJM nuclear facilities and all ARO and environmental remediation expenses and other expenses associated with the Moss Landing Incident. 61 VISTRA CORP. Year Ended December 31, 2024 Retail Texas East West Asset Closure Eliminations / Corporate and Other Vistra Consolidated (in millions) Operating revenues $ 12,797 $ 5,394 $ 5,661 $ 839 $ 39 $ (7,506) $ 17,224 Fuel, purchased power costs, and delivery fees (10,276) (1,596) (2,698) (218) (6) 7,509 (7,285) Operating costs (159) (996) (1,103) (52) (101) (3) (2,414) Depreciation and amortization (114) (581) (996) (58) (28) (66) (1,843) Selling, general, and administrative expenses (977) (169) (148) (20) (48) (239) (1,601) Operating income (loss) 1,271 2,052 716 491 (144) (305) 4,081 Other income, net (1) 35 177 (6) 17 69 291 Interest expense and related charges (54) 46 9 1 (4) (898) (900) Impacts of Tax Receivable Agreement — — — — — (5) (5) Income (loss) before income taxes 1,216 2,133 902 486 (131) (1,139) 3,467 Income tax expense — — — — — (655) (655) Net income (loss) $ 1,216 $ 2,133 $ 902 $ 486 $ (131) $ (1,794) $ 2,812 Income tax expense — — — — — 655 655 Interest expense and related charges (a) 54 (46) (9) (1) 4 898 900 Depreciation and amortization (b) 114 686 1,278 58 28 66 2,230 EBITDA before Adjustments 1,384 2,773 2,171 543 (99) (175) 6,597 Unrealized net (gain) loss resulting from commodity hedging transactions 52 (790) (76) (332) (9) — (1,155) Purchase accounting impacts — 1 (12) — — (14) (25) Impacts of Tax Receivable Agreement (c) — — — — — (5) (5) Non-cash compensation expenses — — — — — 100 100 Transition and merger expenses 2 1 22 — — 111 136 Decommissioning-related activities (d) — 26 (91) 2 — — (63) ERP system implementation expenses 8 7 5 1 2 — 23 Other, net 17 14 (2) 11 2 (111) (69) Adjusted EBITDA $ 1,463 $ 2,032 $ 2,017 $ 225 $ (104) $ (94) $ 5,539
(a) Corporate and Other includes $53 million of unrealized mark-to-market net gains on interest rate swaps. (b) Includes nuclear fuel amortization of $105 million and $282 million, respectively, in the Texas and East segments. (c) Includes $10 million gain recognized on the repurchase of TRA Rights. (d) Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement impacts for operating assets. 62 VISTRA CORP. Net income for the year ended December 31, 2025 compared to the year ended December 31, 2024 decreased by $1.868 billion. Adjusted EBITDA for the year ended December 31, 2025 compared to the year ended December 31, 2024 increased by $299 million. The primary drivers for the decrease in net income and the increase in Adjusted EBITDA include: Year Ended December 31, 2025 Compared to 2024 (in millions) Favorable change in realized revenue net of fuel driven primarily by a full year of Energy Harbor results and higher realized energy and capacity prices partially offset by a decrease in nuclear PTC revenue and a decrease in energy revenues due to the Martin Lake Incident $ 468 Higher retail margins driven by strong counts and one-time gains from supply cost management 169 Favorable change in retail customer consumption primarily due to weather 48 Increase in plant operating costs due primarily to inclusion of a full year of Energy Harbor results (267) Increase in SG&A and other primarily due to inclusion of a full year of Energy Harbor results and higher technology costs (119) Change in Adjusted EBITDA $ 299 Change in depreciation and amortization, including nuclear fuel amortization, driven primarily by a full year of Energy Harbor assets in East (243) Change in unrealized net gain (loss) resulting from commodity hedging transactions (1,963) Impairment of long-lived assets (228) Increase in insurance income 191 Decommissioning-related activities (68) Other (including interest expense and income tax expense) 144 Change in Net income $ (1,868) Results of Operations by Segment The following section presents the results of operations and net income of Vistra's reportable business segments. See Note 21 of the Financial Statements for a discussion of the Company's segments as defined under the accounting standards for segment reporting. Retail Year Ended December 31, 2025 2024 (in millions) Net income $ 1,290 $ 1,216 Adjusted EBITDA $ 1,622 $ 1,463 Retail electricity sales volumes (GWh): Sales volumes in ERCOT 79,165 74,295 Sales volumes in Northeast/Midwest 59,974 59,066 Total retail electricity sales volumes 139,139 133,361 Retail net income increased due to higher retail margins driven by strong counts and one-time gains from supply cost management and an increase in customer consumption primarily due to weather, partially offset by a $96 million increase in unrealized mark-to-market losses on commodity derivative positions. 63 VISTRA CORP. Texas Year Ended December 31, 2025 2024 (in millions) Net income $ 1,604 $ 2,133 Adjusted EBITDA $ 1,834 $ 2,032 Production volumes (GWh): Natural gas facilities 47,755 44,595 Lignite and coal facilities 22,673 23,307 Nuclear facilities 20,059 19,670 Solar facilities 799 757 Capacity factors: CCGT facilities 59.1 % 58.1 % Lignite and coal facilities 53.8 % 59.0 % Nuclear facilities 95.4 % 93.3 % Texas net income decreased primarily due to a $311 million decrease in unrealized mark-to-market gains on commodity derivative positions, a decrease in energy revenues due to the Martin Lake Incident, a $68 million impairment of long-lived assets related to certain development projects, and a $60 million reduction in nuclear PTC revenue, partially offset by higher realized energy prices and $120 million of involuntary conversion gains on property damage insurance from the Martin Lake Incident. East Year Ended December 31, 2025 2024 (in millions) Net income (loss) $ (91) $ 902 Adjusted EBITDA $ 2,282 $ 2,017 Production volumes (GWh): Natural gas facilities 62,870 60,279 Lignite and coal facilities 19,505 16,938 Nuclear facilities 32,203 26,540 Solar facilities 227 — Capacity factors: CCGT facilities 63.0 % 62.0 % Lignite and coal facilities 56.7 % 49.1 % Nuclear facilities 90.8 % 89.3 % East net income decreased primarily due to a $1.1 billion increase in unrealized mark-to-market losses on commodity derivative positions and a $264 million reduction in nuclear PTC revenue, partially offset by inclusion of twelve months of Energy Harbor in 2025 compared to ten months in 2024 and higher realized energy and capacity prices. 64 VISTRA CORP. West Year Ended December 31, 2025 2024 (in millions) Net income $ 54 $ 486 Adjusted EBITDA $ 244 $ 225 Production volumes (GWh): Natural gas facilities 2,092 4,175 Capacity factors: CCGT facilities 23.0 % 46.5 % West net income decreased primarily due to a $460 million increase in unrealized mark-to-market losses on commodity derivative positions. Asset Closure Segment Year Ended December 31, 2025 2024 (in millions) Net loss $ (279) $ (131) Asset Closure net loss increased primarily due to a $155 million impairment expense for the Moss Landing 100 MW battery facility and costs associated with the Moss Landing Incident, net of insurance receivables, partially offset by business interruption insurance revenue. Disaggregated Consolidated Statement of Operations Results Explanations of variations between periods for selected income statement categories are provided below: Year Ended December 31, 2025 2024 (in millions) Operating revenues $ 17,738 $ 17,224 Operating revenues increased primarily due to an increase in retail revenue rates, an increase in retail customer consumption primarily due to weather, inclusion of a full year of Energy Harbor retail and wholesale revenues for 2025 compared to ten months in 2024, a $312 million increase in retail transmission charges (offset in fuel, purchased power costs, and delivery fees), and business interruption insurance revenue related to the Martin Lake Incident and Moss Landing Incident, partially offset by an increase of $1.8 billion of unrealized mark-to-market losses on commodity derivative positions and a decrease in nuclear PTC revenues. Year Ended December 31, 2025 2024 (in millions) Fuel, purchased power costs, and delivery fees $ (9,101) $ (7,285) Fuel, purchased power costs, and delivery fees increased primarily due to an $1.219 billion increase in realized fuel costs, a $312 million increase in retail transmission charges (offset in operating revenues) and an increase of $184 million in unrealized mark-to-market losses on commodity derivative positions. 65 VISTRA CORP. Year Ended December 31, 2025 2024 (in millions) Operating costs $ (2,803) $ (2,414) Operating costs increased primarily due to the inclusion of a full year of Energy Harbor operating costs for 2025 compared to 10 months in 2024 of $198 million, higher maintenance and outage costs of $62 million, $77 million in operating costs due to the Moss Landing Incident, net of expected insurance recoveries and higher ARO accretion of $18 million. Year Ended December 31, 2025 2024 (in millions) Depreciation and amortization $ (1,986) $ (1,843) Depreciation and amortization increased primarily due to a $50 million increase in depreciation expense due to the inclusion of a full year of Energy Harbor depreciation expense for 2025 compared to 10 months in 2024 and increased capital expenditures in the Texas and East segments. Year Ended December 31, 2025 2024 (in millions) Selling, general, and administrative expenses $ (1,714) $ (1,601) Selling, general, and administrative expenses increased primarily due to the inclusion of a full year of Energy Harbor selling, general, and administrative expenses for 2025 compared to 10 months in 2024 and an increase in technology costs. Year Ended December 31, 2025 2024 (in millions) Other income, net $ 394 $ 291 Other income, net increased primarily due to higher insurance income primarily due to involuntary conversion gains from Martin Lake Incident insurance proceeds and NDT net income, partially offset by lower interest income. Year Ended December 31, 2025 2024 (in millions) Interest expense and related charges $ (1,179) $ (900) Interest expense and related charges increased due to higher average borrowings and decrease in unrealized mark-to-market gains on interest rate swaps of $120 million. Year Ended December 31, 2025 2024 (in millions) Income tax expense $ (179) $ (655) Effective tax rate 15.9 % 18.9 % Income tax expense decreased due to lower pre-tax book income in 2025 and a lower effective tax rate. 66 VISTRA CORP. Liquidity and Capital Resources Our primary sources of liquidity and capital consist of (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) available capacity under our credit facilities, and (iv) access to the debt and equity capital markets. Within the bounds of our risk management program and policies, we use a variety of derivative instruments to enhance the stability of future cash flows to maintain sufficient financial resources for working capital, debt service, capital expenditures, debt covenant compliance, and (or) other needs. Our hedging strategy is designed to preserve cash flow certainty while maintaining appropriate risk tolerances across our generation portfolio. We complement our hedging strategy with long‑term contracted revenues, including power purchase agreements, to lower our overall hedging requirements. Sources and Uses of Cash Year Ended December 31, 2025 2024 Change (in millions) Net cash provided by operating activities $ 4,070 $ 4,563 $ (493) Net cash used in investing activities $ (4,396) $ (5,276) $ 880 Net cash used in financing activities $ (74) $ (1,604) $ 1,530 Operating Cash Flows The change in net cash provided by operating activities is primarily due to a $1.611 billion increase in net margin deposits as $769 million in net margin deposits supporting our hedging strategy were posted for the year ended December 31, 2025 as compared to $842 million in net margin deposits returned for the year ended December 31, 2024, partially offset by an increase in cash from nuclear PTC sales of $469 million, realized operating income primarily due to the addition of Energy Harbor, and higher realized energy and capacity prices. Investing Cash Flows The change in net cash used in investing activities is primarily due (i) to the purchase of Energy Harbor for $3.1 billion in March 2024 and (ii) $325 million of insurance proceeds received in 2025 for recovery of damaged property, plant, and equipment associated with the Moss Landing and Martin Lake Incidents, partially offset by (i) the Lotus Acquisition for $1.1 billion in October 2025, (ii) $674 million in higher capital expenditures associated with the Martin Lake Incident and development projects, and (iii) $461 million in higher net purchases of environmental allowances in 2025. Financing Cash Flows Our significant financing activities during the years ended December 31, 2025 and 2024 are as follows: • In 2025, we paid (i) $1.744 billion to redeem senior secured and unsecured notes, (ii) $1.028 billion to repurchase common stock, (iii) $803 million to repay debt assumed in the Lotus Acquisition, (iv) $703 million installment payment to Nuveen to purchase the noncontrolling interest in Vistra Vision, and (v) $498 million in dividends to common and preferred shareholders. In 2025, we (i) issued $2.0 billion in senior secured notes, (ii) borrowed $1.8 billion under the Vistra Operations Credit Facilities and the Commodity-Linked Facility, (iii) borrowed $506 million of project-level debt under the BCOP Credit Facility, and (iv) borrowed $475 million under the accounts receivable financing facilities. • In 2024, we paid (i) $2.247 billion to redeem senior secured notes, (ii) $1.748 billion to purchase the noncontrolling interests in Vistra Vision from Avenue and Nuveen and $180 million in dividends to them, (iii) $1.266 billion to repurchase common stock, and (iv) $478 million in dividends to common and preferred shareholders. In 2024, we (i) issued $2.750 billion in senior secured notes, (ii) borrowed $1.067 billion of project-level debt under the Vistra Zero and BCOP Credit Facility, and (iii) borrowed $750 million under the accounts receivable financing facilities. 67 VISTRA CORP. Liquidity The following table summarizes changes in available liquidity for the year ended December 31, 2025: December 31, 2025 December 31, 2024 Change (in millions) Cash and cash equivalents (a) $ 785 $ 1,188 $ (403) Vistra Operations Credit Facilities — Revolving Credit Facility (b) 1,996 2,162 (166) Vistra Operations — Commodity-Linked Facility (c) 2 771 (769) Total available liquidity (d)(e) $ 2,783 $ 4,121 $ (1,338)
(a) See the consolidated statements of cash flows in the Financial Statements and Cash Flows above for details of the decrease in cash and cash equivalents for the year ended December 31, 2025. (b) The decrease in availability for the year ended December 31, 2025 was driven by a $380 million increase in cash borrowings, partially offset by a $214 million decrease in letters of credit outstanding under the facility. (c) As of December 31, 2025 and 2024, the borrowing bases were less than the facility limit of $1.75 billion. As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in cash borrowings. As of December 31, 2024, available capacity reflects the borrowing base of $771 million and no cash borrowings. (d) Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively. See Note 11 to the Financial Statements for additional information. (e) Excludes any additional letters of credit that may be issued under the Secured LOC Facilities or the Alternative LOC Facilities. See Note 11 to the Financial Statements for additional information. We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the consummation of the Cogentrix Transaction, the maturity of 2026 debt obligations, including the 5.050% Senior Secured Notes due December 2026, and the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 11 to the Financial Statements. In January 2026, Vistra further increased its available liquidity through the issuance by Vistra Operations of $2.25 billion aggregate principal amount of senior secured notes, consisting of $1.0 billion aggregate principal amount of 4.700% senior secured notes due 2031 and $1.25 billion aggregate principal amount of 5.350% senior secured notes due 2036. Net proceeds will be used to (i) fund a portion of the consideration for the Cogentrix Transaction (see Note 2 to the Financial Statements for additional Information), (ii) for general corporate purposes, including to repay existing indebtedness, and (iii) to pay fees and expenses related to the offering. Our operational cash flows tend to be seasonal and weighted toward the second half of the year. Interest Payments Interest payments on long-term debt, after taking into account interest rate swaps, are expected to total approximately $930 million in 2026, $1.560 billion in 2027-2028, $1.230 billion in 2029-2030 and $995 million thereafter. See Note 11 to the Financial Statements for additional information. Commodity Purchase and Services Agreements Our obligations under commodity purchase and services agreements, including capacity payments, nuclear fuel and natural gas take-or-pay contracts, coal contracts, business services and nuclear-related outsourcing and other purchase commitments, are expected to total approximately $3.630 billion in 2026, $2.990 billion in 2027-2028, $1.730 billion in 2029-2030 and $1.420 billion thereafter. See Notes 12 and 18 to the Financial Statements for additional information. 68 VISTRA CORP. Capital Expenditures Estimated 2026 capital expenditures and nuclear fuel purchases as of December 31, 2025 total approximately $2.587 billion and include: • $1.087 billion for investments in generation and mining facilities inclusive of LTSA prepayments; • $300 million for solar and energy storage development; • $475 million for nuclear fuel purchases • $900 million for other growth expenditures, and • $(175) million of nonrecurring items, including insurance proceeds expected to be received for property damage partially offset by capital expenditures for investment technology, corporate, insurance proceeds, and other. Liquidity Effects of Commodity Hedging and Trading Activities We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value. We use cash, letters of credit, Eligible Assets (see Note 10 to the Financial Statements for additional information) and other forms of credit support to satisfy such collateral posting obligations. See Note 11 to the Financial Statements for additional information. Exchange cleared transactions typically require initial margin ( i.e. , the upfront cash and/or letter of credit posted to take into account the size and maturity of the positions and credit quality) in addition to variation margin ( i.e. , the daily cash margin posted to take into account changes in the value of the underlying commodity). The amount of initial margin required is generally defined by exchange rules. Clearing agents, however, typically have the right to request additional initial margin based on various factors, including market depth, volatility and credit quality, which may be in the form of cash, letters of credit, a guaranty or other forms as negotiated with the clearing agent. Cash collateral received from counterparties is either used for working capital and other business purposes, including reducing borrowings under credit facilities, or is required to be deposited in a separate account and restricted from being used for working capital and other corporate purposes. With respect to over-the-counter transactions, counterparties generally have the right to substitute letters of credit for such cash collateral. In such event, the cash collateral previously posted would be returned to such counterparties, which would reduce liquidity in the event the cash was not restricted. As of December 31, 2025, we received or posted cash, letters of credit and Eligible Assets for commodity hedging and trading activities as follows: • $1.577 billion in cash and Eligible Assets has been posted with counterparties as compared to $841 million posted as of December 31, 2024; • $7 million in cash has been received from counterparties as compared to $49 million received as of December 31, 2024; • $2.489 billion in letters of credit has been posted with counterparties as compared to $2.560 billion posted as of December 31, 2024; and • $162 million in letters of credit has been received from counterparties as compared to $131 million received as of December 31, 2024. See Note 18 to the Financial Statements for information related to collateral posted in accordance with the PUCT and ISO/RTO rules. Income Tax Payments In the next 12 months, we expect to make approximately $21 million in federal income tax payments, $66 million in state income tax payments and no material TRA payments, offset by $3 million in federal income tax refunds and $19 million in state tax refunds. For the year ended December 31, 2025, there were $11 million federal income tax payments, $86 million in state income tax payments, and $1 million in TRA payments. 69 VISTRA CORP. Financial Covenants and Cross-Default Provisions The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and Secured LOC Facilities each include a financial covenant. The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, Secured LOC Facilities, and certain of our other financing arrangements include cross-default provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due. See Note 11 to the Financial Statements for additional information. Guarantees See Note 18 to the Financial Statements for additional information. Commitments and Contingencies See Note 18 to the Financial Statements for additional information. Critical Accounting Estimates See Note 1 of the consolidated financial statements for a description of our accounting policies. The following is a discussion of our most critical accounting estimates, judgments and uncertainties that are inherent in our application of GAAP. Business Combinations Determining fair values of assets acquired and liabilities assumed in the Energy Harbor Merger and Lotus Acquisition requires significant estimates and judgments. We determined fair value based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 2 to the Financial Statements for additional information. The determination of the fair value of property, plant, and equipment contributed and acquired, commodity derivative instruments, and the nuclear decommissioning asset retirement obligations assumed in the Energy Harbor Merger required the most significant level of estimation uncertainty. The fair value of each power plant acquired in each acquisition and the fair value of the contributed nuclear business in the Energy Harbor Merger was estimated using a combination of the income approach and the market approach. The income approach was based on the discounted cash flow method, incorporating (i) our estimates of forecasted future growth and long-term prices of electricity, capacity, and nuclear fuel, and (ii) financial performance including revenues, gross margins, operating expenses, taxes, working capital, and capital asset requirements. Projected cash flows were then discounted to a present value employing a discount rate that accounts for the estimated market weighted-average cost of capital, along with any risks unique to the subject cash flows. These estimates are subjective in nature and require judgment to interpret market data. The market valuation method utilized prices paid for reasonably similar assets by other purchasers in the relevant market, with adjustments relating to physical differences in the asset as well as their locations. See Asset Retirement Obligations (ARO) critical accounting estimate for methodology and assumptions used to estimate the nuclear decommissioning ARO acquired in the Energy Harbor Merger. See Derivative Instruments and Mark-to-Market Accounting critical accounting estimate for methodology and assumptions used to estimate the fair value of acquired commodity derivatives. Derivative Instruments and Mark-to-Market Accounting We enter into contracts for the purchase and sale of energy-related commodities, as well as other derivative instruments such as options, swaps, futures, and forwards, primarily to manage commodity price and interest rate risks. Under accounting standards related to derivative instruments and hedging activities, these instruments are subject to mark-to-market accounting, and the determination of market values for these instruments is based on numerous assumptions and estimation techniques. 70 VISTRA CORP. Mark-to-market accounting recognizes changes in the fair value of derivative instruments in the financial statements as market prices change. Such changes in fair value are accounted for as unrealized mark-to-market gains and losses in net income with an offset to derivative assets and liabilities. The availability of quoted market prices in energy markets is dependent on the type of commodity (e.g., natural gas, electricity, etc.), time period specified and delivery point. Where quoted market prices are not available, the fair value is based on unobservable inputs, which require significant judgment. Derivative instruments valued based on unobservable inputs primarily include (i) forward sales and purchases of electricity (including certain retail contracts), natural gas and coal, (ii) electricity, natural gas and coal options, and (iii) financial transmission rights. In computing fair value for derivatives, each forward pricing curve is separated into liquid and illiquid periods. The liquid period varies by delivery point and commodity. Generally, the liquid period is supported by exchange markets, broker quotes and frequent trading activity. For illiquid periods, fair value is estimated based on forward price curves developed using proprietary modeling techniques that take into account available market information and other inputs that might not be readily observable in the market. Any significant changes to these inputs could result in a material change to the value of the assets or liabilities recorded in the consolidated balance sheets and could result in a material change to the unrealized gains or losses recorded in the consolidated statements of operations. Accounting standards related to derivative instruments and hedging activities allow for normal purchase or sale elections, which generally eliminate the requirement for mark-to-market recognition in net income. Normal purchases and sales (NPNS) are contracts that provide for physical delivery of quantities expected to be used or sold over a reasonable period in the normal course of business and are accounted for on an accrual basis. Determining whether a contract qualifies for the normal purchase or sale election requires judgment as to whether or not the contract will physically deliver and requires that management ensure compliance with all associated qualification and documentation requirements. If it is determined that a transaction designated as a normal purchase or sale no longer meets the scope exception, the related contract would be recorded on the balance sheet at fair value with immediate recognition through earnings. See Notes 13 and 14 to the Financial Statements for additional information. Accounting for Income Taxes Our income tax expense and related consolidated balance sheet amounts involve significant management estimates and judgments. Amounts of deferred income tax assets and liabilities, as well as current and noncurrent accruals, involve estimates and judgments of the timing and probability of recognition of income and deductions by taxing authorities. Further, we assess the likelihood that we will be able to realize or utilize our deferred tax assets. If realization is not more likely than not, we would record a valuation allowance against such deferred tax assets for the amount we would not expect to utilize, which would reduce the carrying value of the deferred tax amounts. When evaluating the need for a valuation allowance, we consider all available positive and negative evidence, including the following: • the creation and timing of future income associated with the reversal of deferred tax liabilities in excess of deferred tax assets; • the existence, or lack thereof, of statutory limitations on the period that net operating losses may be carried forward; and • the amounts and history of income or losses, adjusted for certain non-recurring items. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, our forecasted financial condition and results of operations in future periods, as well as final review of filed tax returns by taxing authorities. Income tax returns are regularly subject to examination by applicable tax authorities. In management's opinion, the liability recorded pursuant to income tax accounting guidance related to uncertain tax positions reflects future taxes that may be owed as a result of any examination. See Notes 1 and 6 to the Financial Statements for additional information. 71 VISTRA CORP. Asset Retirement Obligations (ARO) An ARO liability is initially recorded at fair value when it is initially incurred and the amount of the liability can be reasonably estimated. In estimating the ARO liability, we are required to make significant estimates and assumptions. Our ARO liabilities primarily relate to nuclear generation plant decommissioning, land reclamation related to lignite mining, and remediation or closure of coal ash basins. On the Merger Date, we recognized ARO liabilities for the Beaver Valley, Perry and Davis-Besse nuclear plants acquired from Energy Harbor. For the estimates and assumptions of the nuclear generation plant decommissioning, we use unit-by-unit decommissioning cost studies to provide a marketplace assessment of the expected costs and estimates of the timing of decommissioning activities, which are validated by comparison to current decommissioning projects within the industry and other estimates. We consider the following decommissioning scenarios: (i) DECON, which assumes major decommissioning activities begin shortly after the facility ceases operations, and (ii) SAFSTOR, which assumes the nuclear facility is placed and maintained in a condition during decommissioning that allows the nuclear facility to be safely stored until subsequently decontaminated within 60 years after the facility ceases operations. Decommissioning cost studies are updated for each of our nuclear units at least every five years unless circumstances warrant a more frequent update. The estimates and assumptions required for the lignite mining land reclamation include estimates such as costs to fill in mining pits and interpretation of the mining permit closure requirements. We estimate the costs to fill in mining pits utilizing a proprietary model to determine the volume of the pit. The estimates and assumptions required for remediation or closure of coal ash basins have been developed for activities such as pond dewatering, surface stabilization, final cover, and post-closure care, including maintenance and groundwater monitoring. We estimate the costs for these activities based on studies of the volume of each pond or landfill. Additionally, changes in coal ash regulation at the state and federal level can significantly impact the amount of AROs we record. See Note 18 to the Financial Statements for additional information. Our AROs are adjusted on a regular basis to reflect the passage of time and to incorporate revisions to estimates and judgments including, planned plant retirement dates, amounts and timing of future cash expenditures, discount rates, cost escalation factors, market risk premiums, inflation rates, and if applicable, experience with government regulators regarding similar obligations. See Note 15 to the Financial Statements for additional information. Impairment of Goodwill and Other Long-Lived Assets Goodwill and Intangible Assets with Indefinite Useful Lives Goodwill and intangible assets with indefinite useful lives, such as the intangible asset related to the our retail trade names are not amortized and are subject to impairment testing annually, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value. Evaluating goodwill and intangible assets with indefinite useful lives involves applying significant assumptions including discount rates, forecasted results for the applicable reporting unit and retail trade name, market multiples, and growth rates. These assumptions are forward looking and could be affected by future economic and market conditions. Accounting standards allow a company to qualitatively assess if the carrying value of a reporting unit with goodwill and retail trade name intangible asset is more likely than not less than the fair value. If the entity determines the carrying value is not more likely greater than the fair value, no further testing for impairment is required. On the most recent testing date, we performed a qualitative assessment and determined that it was more likely than not that the fair value of our reporting units and retail trade names exceeded their carrying value. Significant qualitative factors were evaluated included reporting unit and trade name financial performance, market multiples, general macroeconomic, industry, and market conditions, cost factors, customer attrition, and interest rates. See Note 9 to the Financial Statements for additional information. 72 VISTRA CORP. Long-Lived Assets We evaluate long-lived assets (including intangible assets with finite lives) for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Indicators of impairment for our generation facilities include an expectation of continuing long-term declines in natural gas prices and/or Market Heat Rates, an expectation that "more likely than not" a generation asset will be sold or otherwise disposed of significantly before the end of its estimated useful life, or additional environmental regulations significantly decrease the cash flows expected from the associated assets. The determination of the existence of these and other indications of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows given the diverse fuel mix and output rates of our generation asset groups. See Note 7 to the Financial Statements for additional information. After identifying an indicator of impairment, recoverability of long-lived assets is determined by a comparison of the carrying amount of the long-lived asset group to the net cash flows expected to be generated by the asset group. Assumptions used in our estimate of net cash flows of the asset group include, forward natural gas and electricity prices, forward capacity prices, the effects of enacted environmental rules, generation plant performance, forecasted capital expenditures, forecasted fuel prices, and forecasted operating costs. The carrying value of such asset groups is determined to be unrecoverable if the projected undiscounted cash flows are less than the carrying value. If an asset group carrying value is determined to be unrecoverable, fair value will be calculated based on a market participant view and a loss will be recorded for the amount the carrying value exceeds the fair value. Fair value is determined primarily by discounted cash flows (income approach) and supported by available market valuations, if applicable. The income approach involves estimates of future performance that reflect assumptions regarding, among other things, forward electricity prices, forward capacity prices, Market Heat Rates, the effects of enacted environmental rules, generation plant performance, forecasted capital expenditures, forecasted fuel prices, and the discount rate applied to the forecasted cash flows. Any significant change to one or more of these factors can have a material impact on the fair value measurement of our long-lived assets. Nuclear PTC Revenues Nuclear PTC revenues are accounted for by analogy to ASC 832, Government Grants as amended by Accounting Standards Update (ASU) 2025-10 . Nuclear PTC revenues are based on annual gross receipts generated from qualifying nuclear production in the calendar year. Treasury regulations are expected to further provide interpretive guidance on the definition of gross receipts over the next year. Given the lack of guidance to date, we recognized 2024 and 2025 nuclear PTC revenues based on our best estimate and interpretation of gross receipts which includes settled spot energy revenues and capacity revenues (applicable to our PJM nuclear units only) at each nuclear unit and excludes any hedges and ancillary service revenue. Any interpretive guidance on the definition of gross receipts which differs from the interpretation used in our estimate could result in a material change to PTC revenues attributable to 2024 and 2025 and would be reflected as a change in estimate in the period in which the guidance is received. We have determined that we will meet the prevailing wage requirements at all our nuclear units and are eligible for the five times multiplier, which is reflected in the amount of nuclear PTC revenue recognized in 2024 and 2025. Changes in Accounting Standards See Note 1 to the Financial Statements for additional information. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, our financial position is routinely subject to a variety of risks, including market risks associated with (i) changes in commodity prices, (ii) interest rate movements on outstanding debt, and (iii) credit risk, which is the risk of financial loss if a customer, counterparty, or financial institution is unable to perform or pay amounts due to us. Market risks are monitored by our risk management group which operates independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies. These practices and methodologies measure the risk of change in value of the portfolio of contracts and the hypothetical effect on this value from changes in market conditions. Measurement techniques include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Risk management regularly reports their analysis to the Company's Risk Committee and Executive Committee, and to the Sustainability and Risk Committee of the Board. 73 VISTRA CORP. Commodity Price Risk and Oversight Our business is subject to the inherent risks of market fluctuations in the price of commodities for energy-related products we market or purchase in futures markets including electricity, natural gas, uranium, coal, environmental credits and other energy commodities in competitive wholesale markets. Factors that influence these market fluctuations are dependent upon many factors outside of our control including seasonal changes in supply and demand, weather conditions, market liquidity, governmental, regulatory, and environmental policies. We manage the commodity price and commodity-related operational risk related to the competitive energy business within limitations established by senior management and in accordance with overall risk management policies. In managing commodity price risk, we enter into a variety of market transactions including, but not limited to, short- and long-term contracts for physical delivery, exchange-traded and over-the-counter financial contracts and bilateral contracts with customers. Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices. Our nuclear fleet is eligible for the nuclear PTC provided by the IRA which provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted annually for inflation over the duration of the program. VaR Methodology A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions. The resultant VaR produces an estimate of a portfolio's potential for loss given a specified confidence level and considers, among other things, market movements utilizing standard statistical techniques given historical and projected market prices and volatilities. Parametric processes are used to calculate VaR and are considered by management to be the most effective way to estimate changes in a portfolio's value based on assumed market conditions for liquid markets. This measurement estimates the potential loss in value, due to changes in market conditions, of all underlying generation assets and contracts. The use of this method requires a number of key assumptions, such as use of (i) an assumed confidence level, (ii) an assumed holding period ( i.e. , the time necessary for management action, such as to liquidate positions), and (iii) historical estimates of volatility and correlation data. The following table summarizes the VaR for Vistra's commodity portfolio based on a 95% confidence level and an assumed holding period of 60 days. Average VaRs are the average of each month-end average for the years ended December 31, 2025 and 2024, respectively: Year Ended December 31, 2025 2024 (in millions) Average VaR $ 224 $ 236 High VaR $ 316 $ 371 Low VaR $ 138 $ 86 Interest Rate Risk We are exposed to fluctuations in interest rates through our issuance of variable rate debt. We mitigate our exposure to fluctuations in interest rates through entering interest rate swaps. These interest rate swaps limit the impact of interest rate changes on our results of operations and cash flows and lower our overall borrowing costs. Interest rate risk is managed centrally by our treasury function. As of December 31, 2025, we have approximately $4.0 billion principal amount of variable rate debt consisting of the Vistra Operations Term Loan B-3 Facility, the BCOP Credit Facility, and the Vistra Zero Term Loan B Facility (see Note 11 to the Financial Statements for additional information). We have entered into net notional interest rate swaps that will hedge $2.3 billion of our exposure to Vistra Operations variable rate debt through December 2030 and $416 million of our project-level debt through October 2045 (see Note 13 to Financial Statements for additional information). As of December 31, 2025, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled approximately $13 million after taking into account the interest rate swaps. 74 VISTRA CORP. Credit Risk Our primary concentration of credit risk is associated with the collection of receivables resulting from sales to retail customers and the risk of a counterparty's failure to meet its obligations under derivative contracts. We minimize our exposure to credit risk by evaluating potential counterparties, monitoring ongoing counterparty risk and assessing overall portfolio risk. This includes review of counterparty financial conditions, current and potential credit exposures, credit rating and other quantitative and qualitative credit criteria. We also employ certain risk mitigation practices, including utilization of standardized master agreements that provide for netting and setoff rights, as well as credit enhancements such as margin deposits and customer deposits, letters of credit, parental guarantees and surety bonds. See Note 13 to the Financial Statements for additional information. Our gross credit exposure (excluding collateral impacts) associated with retail and wholesale trade accounts receivable and net derivative assets (liabilities) arising from commodity contracts and hedging and trading activities totaled $2.651 billion as of December 31, 2025. Including collateral posted to us by counterparties, our net exposure was $2.494 billion, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality as of December 31, 2025. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets. December 31, 2025 Exposure Before Credit Collateral Trade Accounts Receivable Derivatives Gross Exposure Credit Collateral Net Exposure (in millions) Retail segment $ 1,831 $ (16) $ 1,815 $ 48 $ 1,767 Texas, East, West, and Asset Closure segments: Investment grade $ 189 $ 448 $ 637 $ 5 $ 632 Below investment grade or no rating 133 66 199 104 95 Texas, East, West, and Asset Closure segments $ 322 $ 514 $ 836 $ 109 $ 727 Total $ 2,153 $ 498 $ 2,651 $ 157 $ 2,494 Contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements and are excluded from the detail above. Such contractual commitments may contain pricing that is favorable considering current market conditions and therefore represent economic risk if the counterparties do not perform. An event of default by one or more counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts such as margin deposits are owed to the counterparties or delays in receipts of expected settlements owed to us. Significant ( i.e. , 10% or greater) concentration of credit exposure exists with one counterparty, which represented an aggregate $331 million, or 46%, of our total net exposure as of December 31, 2025. We view exposure to this counterparty to be within an acceptable level of risk tolerance due to the counterparty's credit ratings, market role and deemed creditworthiness and the importance of our business relationship with the counterparty. 75 VISTRA CORP. Energy-Related Commodity Contracts and Mark-to-Market Activities The table below summarizes the changes in commodity contract assets and liabilities for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 2024 (in millions) Commodity contract net liability as of January 1 $ (1,460) $ (2,740) Mark-to-market adjustments: Settlements/termination of positions (a) 970 1,213 Changes in fair value of positions in the portfolio (b) (1,778) (58) Net gain (loss) associated with mark-to-market accounting (808) 1,155 Acquired commodity contracts (c) (410) (50) Other activity (d) 102 175 Commodity contract net liability as of December 31 $ (2,576) $ (1,460)
(a) Represents reversals of previously recognized unrealized gains and losses upon settlement/termination (offsets realized gains/(losses) recognized in the settlement period). Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month. (b) Represents unrealized net gains/(losses) recognized, reflecting the effect of changes in fair value. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month. (c) Includes fair value of commodity contracts acquired in the Lotus Acquisition in 2025 and the Energy Harbor Merger in 2024 (see Note 2 to the Financial Statements for additional information). (d) Primarily represents changes in fair value of positions due to receipt or payment of cash not reflected in unrealized gains or losses. Amounts are generally related to premiums related to options purchased or sold as well as certain margin deposits classified as settlement for certain transactions executed on the CME. The following maturity table presents the net commodity contract liability arising from recognition of fair values as of December 31, 2025, scheduled by the source of fair value and contractual settlement dates of the underlying positions. Maturity dates of unrealized commodity contract net liability as of December 31, 2025 Source of Fair Value Less than 1 year 1-3 years 4-5 years Excess of 5 years Total (in millions) Prices actively quoted $ (556) $ (332) $ (11) $ 1 $ (898) Prices provided by other external sources (194) (214) (1) — (409) Prices based on models (163) (536) (287) (283) (1,269) Total $ (913) $ (1,082) $ (299) $ (282) $ (2,576) We have engaged in natural gas hedging activities to mitigate the risk of higher or lower wholesale electricity prices that have corresponded to increases or declines in natural gas prices. When natural gas prices are elevated or depressed, we continue to seek opportunities to manage our wholesale power price exposure through hedging activities, including forward wholesale and retail electricity sales. 76 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Vistra Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Vistra Corp. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(b) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair Value Measurements — Certain Complex Level 3 Derivative Assets and Liabilities — Refer to Notes 1, 13 and 14 to the financial statements Critical Audit Matter Description The Company has derivative assets and liabilities whose fair values are based on complex proprietary models and/or unobservable inputs. These financial instruments can span a broad array of contract types, some of which include especially complex valuations due to unique contract terms and significant judgements by management in estimating prices or volumes, including (1) power purchases and sales that include power and heat rate positions; (2) physical power and natural gas options and swaptions; (3) forward purchase contracts for congestion revenue rights; and (4) retail sales contracts. Under accounting principles generally accepted in the United States of America, these financial instruments are generally classified as Level 3 derivative assets or liabilities. 77 Given management uses complex proprietary models and/or unobservable inputs to estimate the fair value of the aforementioned Level 3 derivative assets and liabilities, performing audit procedures to evaluate the reasonableness of the fair value of Level 3 derivative assets and liabilities required a high degree of auditor judgment and an increased extent of effort, including the need to involve our energy commodity fair value specialists who possess significant quantitative and modeling expertise. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of the fair value of Level 3 derivative assets and liabilities included the following, among others: • We tested the effectiveness of internal control over derivative asset and liability valuations, including internal control related to appropriate application of illiquid price curves and other significant unobservable valuation inputs. • We obtained the Company's complete listing of derivative assets and liabilities and related fair values as of December 31, 2025, to obtain an understanding of the types of instruments outstanding. • We assessed the consistency by which management has applied illiquid price curves and significant unobservable valuation inputs. • With the assistance of our energy commodity fair value specialists, we developed independent estimates of the fair value of a sample of Level 3 derivative instruments and compared our estimates to the Company's estimates. /s/ Deloitte & Touche LLP Dallas, Texas February 26, 2026 We have served as the Company’s auditor since 2002. 78 VISTRA CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (Millions of Dollars, Except Share Data) Year Ended December 31, 2025 2024 2023 Operating revenues $ 17,738 $ 17,224 $ 14,779 Fuel, purchased power costs, and delivery fees ( 9,101 ) ( 7,285 ) ( 7,557 ) Operating costs ( 2,803 ) ( 2,414 ) ( 1,702 ) Depreciation and amortization ( 1,986 ) ( 1,843 ) ( 1,502 ) Selling, general, and administrative expenses ( 1,714 ) ( 1,601 ) ( 1,308 ) Impairment of long-lived assets ( 228 ) — ( 49 ) Operating income 1,906 4,081 2,661 Other income, net 394 291 243 Interest expense and related charges ( 1,179 ) ( 900 ) ( 740 ) Impacts of Tax Receivable Agreement 2 ( 5 ) ( 164 ) Net income before income taxes 1,123 3,467 2,000 Income tax expense ( 179 ) ( 655 ) ( 508 ) Net income 944 2,812 1,492 Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest — ( 153 ) 1 Net income attributable to Vistra 944 2,659 1,493 Cumulative dividends attributable to preferred stock ( 192 ) ( 192 ) ( 150 ) Net income attributable to Vistra common stock $ 752 $ 2,467 $ 1,343 Weighted average shares of common stock outstanding: Basic 339,124,917 344,788,634 369,771,359 Diluted 345,656,067 352,567,060 375,193,110 Net income per weighted average share of common stock outstanding: Basic $ 2.22 $ 7.16 $ 3.63 Diluted $ 2.18 $ 7.00 $ 3.58 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Millions of Dollars) Year Ended December 31, 2025 2024 2023 Net income $ 944 $ 2,812 $ 1,492 Other comprehensive income (loss), net of tax effects: Effects related to pension and other retirement benefit obligations (net of tax expense of $ — , $ 4 and $ — ) ( 3 ) 14 ( 1 ) Total other comprehensive income (loss) ( 3 ) 14 ( 1 ) Comprehensive income 941 2,826 1,491 Comprehensive (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest — ( 153 ) 1 Comprehensive income attributable to Vistra $ 941 $ 2,673 $ 1,492 See Notes to the Consolidated Financial Statements 79 VISTRA CORP. CONSOLIDATED BALANCE SHEETS (Millions of Dollars, Except Share Data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 785 $ 1,188 Restricted cash 31 28 Trade accounts receivable — net 2,323 1,982 Inventories — net Materials and supplies 599 533 Fuel stock and natural gas in storage 417 437 Commodity and other derivative contractual assets 2,793 2,587 Margin deposits related to commodity contracts 1,133 406 Margin deposits posted under affiliate financing agreement 444 435 Prepaid expense and other current assets 654 523 Total current assets 9,179 8,119 Restricted cash 6 6 Investments 5,091 4,512 Property, plant, and equipment — net 19,846 18,173 Goodwill 2,810 2,807 Identifiable intangible assets — net 2,435 2,213 Commodity and other derivative contractual assets 405 740 Accumulated deferred income taxes 239 9 Other noncurrent assets 1,539 1,191 Total assets $ 41,550 $ 37,770 LIABILITIES AND EQUITY Current liabilities: Short-term borrowings $ 1,800 $ — Accounts receivable financing 1,225 750 Long-term debt due currently 1,201 880 Forward repurchase obligation due currently 632 703 Trade accounts payable 1,644 1,510 Commodity and other derivative contractual liabilities 4,049 3,351 Margin deposits related to commodity contracts 7 49 Accrued taxes other than income 224 209 Accrued interest 188 193 Asset retirement obligations 181 142 Other current liabilities 663 645 Total current liabilities 11,814 8,432 Margin deposits financing with affiliate 444 435 Long-term debt, less amounts due currently 15,842 15,418 Forward repurchase obligation, less amounts due currently — 632 Commodity and other derivative contractual liabilities 1,729 1,367 Accumulated deferred income taxes 1,049 697 Asset retirement obligations 4,035 3,936 Other noncurrent liabilities and deferred credits 1,527 1,270 Total liabilities 36,440 32,187 See Notes to the Consolidated Financial Statements 80 VISTRA CORP. CONSOLIDATED BALANCE SHEETS (Millions of Dollars, Except Share Data) December 31, 2025 2024 Commitments and Contingencies Total equity: Preferred stock ( 100,000,000 shares authorized, $ 1,000 liquidation preference per share, 2,476,066 shares outstanding at both December 31, 2025 and 2024, respectively) 2,476 2,476 Common stock (par value $ 0.01 per share, 1,800,000,000 shares authorized, 338,059,635 and 339,754,307 shares outstanding at December 31, 2025 and 2024, respectively) 5 5 Treasury stock, at cost ( 215,599,525 and 208,998,299 shares at December 31, 2025 and 2024, respectively) ( 6,925 ) ( 5,912 ) Additional paid-in-capital 9,536 9,435 Accumulated deficit ( 12 ) ( 454 ) Accumulated other comprehensive income 17 20 Stockholders' equity 5,097 5,570 Noncontrolling interest in subsidiary 13 13 Total equity 5,110 5,583 Total liabilities and equity $ 41,550 $ 37,770 See Notes to the Consolidated Financial Statements 81 VISTRA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 2025 2024 2023 Cash flows — operating activities: Net income $ 944 $ 2,812 $ 1,492 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 2,950 2,631 1,956 Deferred income tax expense (benefit), net 136 607 457 Gain on sale of land — — ( 95 ) Impairment of long-lived and other assets 228 — 49 Unrealized net (gain) loss from mark-to-market valuations of commodities 808 ( 1,155 ) ( 490 ) Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps 67 ( 53 ) 36 Unrealized net gain from nuclear decommissioning trusts ( 138 ) ( 116 ) — Change in asset retirement obligation liability ( 20 ) 38 27 Asset retirement obligation accretion expense 134 114 34 Impacts of Tax Receivable Agreement ( 2 ) 5 164 Gain on TRA repurchase and tender offers — ( 10 ) ( 29 ) Bad debt expense 201 183 164 Stock-based compensation expense 113 100 77 Involuntary conversion gain ( 120 ) — — Other, net ( 47 ) ( 89 ) 103 Changes in operating assets and liabilities: Accounts receivable — trade ( 528 ) ( 242 ) 214 Inventories ( 3 ) ( 31 ) ( 174 ) Accounts payable — trade 16 19 ( 350 ) Commodity and other derivative contractual assets and liabilities ( 102 ) ( 175 ) 82 Margin deposits, net ( 769 ) 842 1,899 Accrued interest ( 4 ) ( 18 ) 46 Accrued taxes 27 ( 1 ) 5 Accrued employee incentive ( 40 ) 8 58 Asset retirement obligation settlement ( 96 ) ( 88 ) ( 81 ) Major plant outage deferral 7 ( 91 ) ( 32 ) Other — net assets 88 ( 616 ) 84 Other — net liabilities 220 ( 111 ) ( 243 ) Cash provided by operating activities 4,070 4,563 5,453 Cash flows — investing activities: Capital expenditures, including nuclear fuel purchases and LTSA prepayments ( 2,752 ) ( 2,078 ) ( 1,676 ) Lotus acquisition (net of cash acquired) ( 1,140 ) — — Energy Harbor acquisition (net of cash acquired) — ( 3,065 ) — Proceeds from sales of nuclear decommissioning trust fund securities 5,153 2,216 601 Investments in nuclear decommissioning trust fund securities ( 5,177 ) ( 2,239 ) ( 624 ) Proceeds from sales of environmental allowances 275 773 500 Purchases of environmental allowances ( 1,189 ) ( 1,226 ) ( 1,071 ) Insurance proceeds for recovery of damaged property, plant, and equipment 325 3 15 See Notes to the Consolidated Financial Statements 82 VISTRA CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 2025 2024 2023 Proceeds from sales of property, plant, and equipment, including nuclear fuel 119 196 115 Proceeds from sales of transferable ITCs — 150 — Other, net ( 10 ) ( 6 ) ( 5 ) Cash used in investing activities ( 4,396 ) ( 5,276 ) ( 2,145 ) Cash flows — financing activities: Issuances of debt 2,506 3,817 2,498 Repayments/repurchases of debt ( 2,584 ) ( 2,287 ) ( 33 ) Net borrowings (repayments) under accounts receivable financing 475 750 ( 425 ) Borrowings under Revolving Credit Facility 530 50 100 Repayments under Revolving Credit Facility ( 150 ) ( 50 ) ( 350 ) Borrowings under Commodity-Linked Facility 2,507 1,802 — Repayments under Commodity-Linked Facility ( 1,087 ) ( 1,802 ) ( 400 ) Debt issuance costs ( 23 ) ( 76 ) ( 59 ) Stock repurchases ( 1,028 ) ( 1,266 ) ( 1,245 ) Dividends paid to common stockholders ( 306 ) ( 305 ) ( 313 ) Dividends paid to preferred stockholders ( 192 ) ( 173 ) ( 150 ) Dividends paid to noncontrolling and redeemable noncontrolling interest holders — ( 180 ) — Payment for acquisition of noncontrolling interest — ( 1,748 ) — Principal payment on forward repurchase obligation ( 703 ) — — TRA Repurchase and tender offer — return of capital — ( 122 ) — Other, net ( 19 ) ( 14 ) 83 Cash used in financing activities ( 74 ) ( 1,604 ) ( 294 ) Net change in cash, cash equivalents, and restricted cash (current and noncurrent) ( 400 ) ( 2,317 ) 3,014 Cash, cash equivalents, and restricted cash (current and noncurrent) — beginning balance 1,222 3,539 525 Cash, cash equivalents, and restricted cash (current and noncurrent) — ending balance $ 822 $ 1,222 $ 3,539 Supplemental Cash Flow Information: Cash payments related to: Interest paid $ 1,165 $ 987 $ 636 Capitalized interest ( 125 ) ( 77 ) ( 37 ) Interest paid (net of capitalized interest) $ 1,040 $ 910 $ 599 Non-cash investing and financing activities: Accrued property, plant, and equipment additions (a) $ 108 $ 258 $ 104 Issuance of Series C Preferred Stock as consideration for the repurchase of TRA Rights with a carrying value of $ 506 million $ — $ — $ 476 See Notes to the Consolidated Financial Statements 83 VISTRA CORP. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Millions of Dollars) Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Noncontrolling Interest in Subsidiary Total Equity Balances at December 31, 2022 $ 2,000 $ 5 $ ( 3,395 ) $ 9,928 $ ( 3,643 ) $ 7 $ 4,902 $ 16 $ 4,918 Series C Preferred Stock issued 476 — — — — — 476 — 476 Stock repurchases — — ( 1,267 ) — — — ( 1,267 ) — ( 1,267 ) Effects of stock-based incentive compensation plans (a) — — — 168 — — 168 — 168 Net income (loss) — — — — 1,493 — 1,493 ( 1 ) 1,492 Dividends declared on common stock — — — — ( 313 ) — ( 313 ) — ( 313 ) Dividends declared on preferred stock — — — — ( 150 ) — ( 150 ) — ( 150 ) Change in accumulated other comprehensive income — — — — — ( 1 ) ( 1 ) — ( 1 ) Other — — — ( 1 ) — — ( 1 ) — ( 1 ) Balances at December 31, 2023 $ 2,476 $ 5 $ ( 4,662 ) $ 10,095 $ ( 2,613 ) $ 6 $ 5,307 $ 15 $ 5,322 Stock repurchases — — ( 1,250 ) — — — ( 1,250 ) — ( 1,250 ) Effects of stock-based incentive compensation plans (a) — — — 140 — — 140 — 140 Net income — — — — 2,659 — 2,659 102 2,761 Dividends declared on common stock — — — — ( 307 ) — ( 307 ) — ( 307 ) Dividends declared on preferred stock — — — — ( 192 ) — ( 192 ) — ( 192 ) Dividends to noncontrolling interest — ( 15 ) ( 15 ) Change in accumulated other comprehensive income — — — — — 14 14 — 14 Equity issued in subsidiary to acquire Energy Harbor — — — 747 — — 747 1,560 2,307 Modification of noncontrolling interest to redeemable noncontrolling interest (b) — — — ( 1,539 ) — — ( 1,539 ) ( 1,659 ) ( 3,198 ) Other — — — ( 8 ) ( 1 ) — ( 9 ) 10 1 Balances at December 31, 2024 $ 2,476 $ 5 $ ( 5,912 ) $ 9,435 $ ( 454 ) $ 20 $ 5,570 $ 13 $ 5,583 Stock repurchases ( 1,013 ) ( 1,013 ) ( 1,013 ) Effects of stock-based incentive compensation plans (a) — — — 102 — — 102 — 102 Net income — — — — 944 — 944 — 944 Dividends declared on common stock — — — — ( 308 ) — ( 308 ) — ( 308 ) Dividends declared on preferred stock — — — — ( 192 ) — ( 192 ) — ( 192 ) See Notes to the Consolidated Financial Statements 84 VISTRA CORP. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Millions of Dollars) Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Noncontrolling Interest in Subsidiary Total Equity Change in accumulated other comprehensive income — — — — — ( 3 ) ( 3 ) — ( 3 ) Other — — — ( 1 ) ( 2 ) — ( 3 ) — ( 3 ) Balances at December 31, 2025 $ 2,476 $ 5 $ ( 6,925 ) $ 9,536 $ ( 12 ) $ 17 $ 5,097 $ 13 $ 5,110
(a) Includes cash payments to cover tax withholding obligations upon the vesting of stock-based incentive compensation plans of $ 52 million, $ 12 million, and $ 4 million for the years ended December 31, 2025, 2024 and 2023, respectively. (b) See Note 2 for additional information regarding activity associated with noncontrolling interest. See Notes to the Consolidated Financial Statements 85 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business References in this report to "we," "our," "us" and "the Company" are to Vistra and/or its subsidiaries, as apparent in the context. See Glossary of Terms and Abbreviations for defined terms. Vistra is a holding company operating an integrated retail and electric power generation business primarily in markets throughout the U.S. Through our subsidiaries, we are engaged in competitive energy market activities including electricity generation, wholesale energy sales and purchases, commodity risk management, and retail sales of electricity and natural gas to end users. Vistra has five reportable segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, and (v) Asset Closure. See Note 21 for additional information. Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements included in our 2024 Form 10-K. All intercompany items and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current year presentation. Use of Estimates Preparation of financial statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities as of the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements, estimates of expected obligations, judgments related to the potential timing of events, and other estimates. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, Business Combinations , which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value as of the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill (if any). During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed in the period in which they are determined. See Note 2 for additional information. Derivative Instruments and Mark-to-Market Accounting We enter derivative instruments, including commodity contracts and interest rate swaps, to manage commodity price and interest rate risks. All our derivatives are accounted for as economic hedges and are recorded at estimated fair value in the consolidated balance sheets with changes in fair value recorded as gains or losses in the earnings of the period in which they occur. No derivative positions are accounted for as cash flow or fair value hedges. When derivative instruments are settled and realized gains and losses are recorded, the previously recorded unrealized gains and losses and derivative assets and liabilities are reversed. A commodity-related derivative contract may be designated as a normal purchase or sale if the commodity is to be physically received or delivered for use or sale in the normal course of business. If designated as normal, the derivative contract is accounted for under the accrual method of accounting (not marked-to-market) with no balance sheet or income statement recognition of the contract until settlement. 86 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We report derivative instruments in the consolidated balance sheets as commodity and other derivative contractual assets or liabilities on a gross basis without taking into consideration netting arrangements we have with counterparties. We maintain standardized master netting agreements with certain counterparties that allow for the right to offset derivative assets and liabilities, receivables and payables on settled positions, and collateral to reduce credit exposure between us and the counterparty. Generally, margin deposits that contractually offset derivative instruments are reported separately in the consolidated balance sheets, except for certain margin amounts related to changes in fair value on CME transactions that are legally characterized as settlement of forward exposure rather than collateral. We report commodity hedging and trading results as revenue, fuel expense, or purchased power in the consolidated statements of operations depending on the type of activity. Electricity hedges, financial natural gas hedges, and trading activities are primarily reported as revenue. Physical hedges for coal or fuel oil, along with physical natural gas trades, are primarily reported as fuel expense. Realized and unrealized gains and losses associated with interest rate swap transactions are reported in the consolidated statements of operations in interest expense. See Note 13 for additional information. Revenue Recognition Revenue is recognized when electricity is delivered to our customers in an amount that we expect to invoice for volumes delivered or services provided. Sales tax is excluded from revenue. Energy sales and services that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter reading provided by the independent system operators or electric distribution companies. Estimated amounts are adjusted when actual usage is known and billed. We record wholesale generation revenue when volumes are delivered or services are performed for transactions that are not accounted for on a mark-to-market basis. These revenues primarily consist of physical electricity sales to the ISO/RTO, ancillary service revenue for reliability services, capacity revenue for making installed generation and demand response available for system reliability requirements, and certain other electricity sales contracts. See Note 3 for additional information. See Derivative Instruments and Mark-to-Market Accounting for revenue recognition related to derivative contracts. Government Grants The Company qualifies for tax incentives through eligible construction spending and production through the Inflation Reduction Act of 2022 (IRA). These tax incentives generally provide for transferable tax credits upon the applicable qualifying event for the credit type, typically production or in-service date. We account for transferable ITCs and PTCs we expect to receive by analogy to ASC 832, Government Grants as amended by Accounting Standards Update (ASU) 2025-10 (ASC 832). Transferable PTCs are included in other noncurrent assets in the consolidated balance sheet and included in revenues in the consolidated statements of operations when receipt of the credit is probable. Transferable investment tax credits (ITCs) are included in other noncurrent assets on the consolidated balance sheet with a corresponding reduction to the cost basis of the Company's plant assets when receipt of the credit is probable, and reduces depreciation expense over the life of the asset. See Note 5 for additional information. Major Maintenance Costs Major maintenance costs incurred during generation plant outages are deferred and amortized into operating costs over the period between the major maintenance outages for the respective asset. Other routine costs of maintenance activities are charged to expense as incurred and reported as operating costs in the consolidated statements of operations. Defined Benefit Pension Plans and OPEB Plans Certain health care and life insurance benefits are offered to eligible employees and their dependents upon the retirement of such employees from the company. Pension benefits are offered to eligible employees under collective bargaining agreements based on either a traditional defined benefit formula or a cash balance formula. Costs of pension and OPEB plans are dependent upon numerous factors, assumptions and estimates. See Note 16 for additional information. 87 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation Stock-based compensation is accounted for in accordance with ASC 718, Compensation - Stock Compensation. We recognize compensation expense for graded vesting awards on a straight-line basis over the requisite service period for the entire award. Forfeitures are recognized as they occur. See Note 17 for additional information. Sales and Excise Taxes Sales and excise taxes are accounted for as "pass through" items in the consolidated balance sheets with no effect on the consolidated statements of operations ( i.e. , the tax is billed to customers and recorded as trade accounts receivable with an offsetting amount recorded as a liability to the taxing jurisdiction in other current liabilities in the consolidated statements of operations). Franchise and Revenue-Based Taxes Unlike sales and excise taxes, franchise and revenue-based taxes are not "pass through" items. These taxes are imposed on us by state and local taxing authorities, based on revenues or kWh delivered, as a cost of doing business and are recorded as an expense. Rates we charge to customers are intended to recover our costs, including the franchise and revenue-based receipt taxes, but we are not acting as an agent to collect the taxes from customers. We report franchise and revenue-based taxes in SG&A expense in the consolidated statements of operations. Income Taxes Deferred income tax assets and liabilities are recorded to reflect, among other things, the temporary timing differences between the book basis and tax basis of assets and liabilities, as required under accounting rules. Investment tax credits that are not transferable are accounted for using the deferral method, which reduces the tax basis of our solar and battery storage facilities. As of December 31, 2025 and 2024, deferred tax assets related to these credits totaled $ 69 million and $ 69 million, respectively. We report interest and penalties related to uncertain tax positions as current income tax expense. See Note 6 for additional information. Accounting for Contingencies Our financial results may be affected by judgments and estimates related to loss contingencies. Accruals for loss contingencies are recorded when management determines that it is probable that a liability has been incurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events and estimates of the financial impacts of such events. See Note 18 for additional information. Cash, Cash Equivalents and Restricted Cash For purposes of reporting cash and cash equivalents, temporary cash investments purchased with an original maturity of three months or less are considered cash equivalents. Restricted cash primarily consists of funds held in escrow accounts to fund asset retirement obligations of closed plant sites previously transferred to a third party remediation company. Property, Plant, and Equipment Property, plant, and equipment has been recorded at estimated fair values at the time of acquisition for assets acquired or at cost for capital improvements and individual facilities developed. Significant improvements or additions to our property, plant, and equipment that extend the life of the respective asset are capitalized at cost, while other costs are expensed when incurred. The cost of self-constructed property additions includes materials and both direct and indirect labor, including payroll-related costs. Interest related to qualifying construction projects and qualifying software projects is capitalized in accordance with accounting guidance related to capitalization of interest cost. Depreciation of our property, plant, and equipment (except for nuclear fuel) is calculated on a straight-line basis over the estimated service lives of the properties. Depreciation expense is calculated on an asset-by-asset basis. Estimated depreciable lives are based on management's estimates of the assets' economic useful lives. See Note 7 for additional information. 88 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Nuclear Fuel Nuclear fuel is capitalized and reported as a component of our property, plant, and equipment in the consolidated balance sheets. Amortization of nuclear fuel is calculated on the units-of-production method and is reported as a component of fuel, purchased power costs, and delivery fees in the consolidated statements of operations. Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets with finite lives) for impairment whenever indications of impairment exist. The carrying value of such assets is deemed to be impaired if the projected undiscounted cash flows are less than the carrying value. If there is such impairment, a loss is recognized based on the amount by which the carrying value exceeds the fair value. Fair value is determined primarily by discounted cash flows, supported by available market valuations, if applicable. See Note 7 for additional information. Goodwill and Intangible Assets with Indefinite Lives As part of our fresh start reporting and purchase accounting from acquisitions, reorganization value or the purchase consideration is generally allocated, first, to identifiable tangible assets and liabilities, identifiable intangible assets and liabilities, then any remaining excess reorganization value or purchase consideration is allocated to goodwill. We evaluate goodwill and intangible assets with indefinite lives for impairment at least annually, or when indications of impairment exist. We have established October 1 as the date we evaluate goodwill and intangible assets with indefinite lives for impairment. See Note 9 for additional information. Asset Retirement Obligations (ARO) A liability is initially recorded at fair value for an asset retirement obligation associated with the legal obligation associated with law, regulatory, contractual or constructive retirement requirements of tangible long-lived assets in the period in which it is incurred if a fair value is reasonably estimable. At initial recognition of an ARO obligation, an offsetting asset is also recorded for the long-lived asset that the liability corresponds with, which is subsequently depreciated over the estimated useful life of the asset. These liabilities primarily relate to our nuclear generation plant decommissioning, land reclamation related to lignite mining and removal of lignite/coal-fueled plant ash treatment facilities. Over time, the liability is accreted for the change in present value and the initial capitalized costs are depreciated over the remaining useful lives of the assets. Generally, changes in estimates related to ARO obligations are recorded as increases or decreases to the liability and related asset as information becomes available. Changes in estimates related to assets that have been retired or for which costs are not recoverable are recorded as operating costs in the consolidated statements of operations. See Note 15 for additional information. Inventories Inventories consist of materials and supplies, fuel stock and natural gas in storage. Materials and supplies inventory is valued at weighted average cost and is expensed or capitalized when used for repairs/maintenance or capital projects, respectively. Fuel stock and natural gas in storage are reported at the lower of cost (calculated on a weighted average basis) or net realizable value. We expect to recover the value of inventory costs in the normal course of business. Nuclear Decommissioning Trust (NDT) Investments and Regulatory Assets or Liability The NRC is responsible for regulating all nuclear power plants in the U.S. This regulatory oversight results in specific accounting considerations for nuclear plant decommissioning. Our NDTs hold funds primarily for the ultimate decommissioning of our nuclear power plants. Each unit has its own NDT and funds from one unit may not be used to fund decommissioning obligations of another unit. Decommissioning costs associated with the Comanche Peak nuclear generation facility in Texas are being recovered from Oncor Electric Delivery Company LLC's (Oncor) customers as a delivery fee surcharge over the life of the plant and deposited by Vistra (and prior to the Effective Date, a wholly owned subsidiary of EFH Corp.) in the NDT. As a result, the asset retirement obligation and the investments in the decommissioning trust are accounted for as rate regulated operations. Changes in these accounts, including investment income and accretion expense, do not impact net income, but are reported as a change in the corresponding regulatory asset or liability balance that is reflected in the consolidated balance sheets as other noncurrent assets or other noncurrent liabilities and deferred credits. 89 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The NDTs associated with our PJM nuclear facilities have been funded with amounts collected from the previous owners and their respective utility customers. Any shortfall of funds necessary for decommissioning the PJM nuclear facilities, determined for each generating station unit, are required to be funded by us. Investments in the PJM NDTs are carried at fair value and gains and losses are recognized as other income or other deductions in the consolidated statements of operations. NDTs are invested in diversified portfolios of securities generally designed to achieve a return sufficient to fund the future decommissioning work. We retain any funds remaining in the trusts of the PJM nuclear facilities after all decommissioning has been completed. Noncontrolling Interest and Redeemable Noncontrolling Interest in Subsidiary A noncontrolling interest in a consolidated subsidiary represents the portion of the equity in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheets and the presentation of net income is modified to present earnings attributed to controlling and noncontrolling interests. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests. See Note 2 for additional information. Redeemable noncontrolling interests are presented as a component of temporary equity in the mezzanine section of the consolidated balance sheet and the presentation of net income is modified to present earnings attributed to the controlling and redeemable noncontrolling interest. In December 2024, we closed on the repurchase of the noncontrolling interest in Vistra Vision and reclassified the remaining future payments attributable to the redeemable noncontrolling interest to a financing obligation. See Notes 2 and 11 for additional information. Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock, which is presented in the consolidated balance sheets as a reduction to additional paid-in capital. Treasury stock purchases made by third party brokers on our behalf are recorded on a trade date basis when we are contractually obligated to pay the broker for their repurchase costs. See Note 19 for additional information. Leases At the inception of a contract we determine if it is or contains a lease, which involves the contract conveying the right to control the use of explicitly or implicitly identified property, plant, or equipment for a period of time in exchange for consideration. Right-of-use (ROU) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date of the underlying lease based on the present value of lease payments over the lease term. We use our secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Operating leases are included in other noncurrent assets, other current liabilities, and other noncurrrent liabilities and deferred credits on the consolidated balance sheet. Finance leases are included in property, plant, and equipment, other current liabilities and other noncurrent liabilities and deferred credits on the consolidated balance sheet. Lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise the option. We apply the practical expedient permitted by ASC 842, Leases to not separate lease and non-lease components for a majority of our lease asset classes. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. 90 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS New Accounting Standards Accounting for Government Grants In December 2025, the Financial Accounting Standards Board (FASB) issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10), which provides guidance on recognition, measurement, and presentation of government grants. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted the amendments in this ASU for its fiscal year ended December 31, 2025. The adoption did not have a material impact on the consolidated financial statements as we previously accounted for ITCs and PTCs by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosures of Government Assistance , which the FASB largely leveraged in developing the ASU. Derivatives Scope Refinements In September 2025, the FASB issued ASU No. 2025-07 (ASU 2025-07), Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) . The amendments in the ASU exclude from derivative accounting certain non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments also clarify that an entity should apply the guidance in Topic 606, including the guidance on non-cash consideration, to a contract with share-based non-cash consideration from a customer for the transfer of goods or services. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company adopted the amendments in ASU 2025-07 prospectively for its fiscal year ended December 31, 2025 which resulted in certain wholesale contracts being excluded from derivative accounting. Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09 (ASU 2023-09), Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 for its fiscal year ended December 31, 2025 and applied the new disclosure requirements in Note 6 on a retrospective basis. Expense Disaggregation Disclosures In November 2024, the FASB issued ASU No. 2024-03 (ASU 2024-03), Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve disclosures by providing additional information about certain expenses in the notes to financial statements in interim and annual reporting periods. Among other provisions, the new standard requires disclosure of disaggregated amounts for expenses such as employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027 and can be applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact this ASU will have on the consolidated financial statements and related disclosures. Recent Developments Debt, Credit Facilities, and Financing Vistra Operations Senior Secured Notes — In January 2026, Vistra Operations issued $ 2.25 billion aggregate principal amount of senior secured notes, consisting of $ 1.0 billion aggregate principal amount of 4.700 % senior secured notes due 2031 and $ 1.25 billion aggregate principal amount of 5.350 % senior secured notes due 2036 in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. See Note 11 for additional information. 91 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ACQUISITIONS Cogentrix Transaction On December 31, 2025, Vistra executed definitive agreements to acquire Cogentrix Energy which consists of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity (Cogentrix Transaction). The facilities include three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO-NE, and one cogeneration facility in ERCOT. Aggregate consideration at closing will consist of approximately (i) $ 2.3 billion in cash, net of adjustments for the assumption of an estimated $ 1.5 billion of outstanding indebtedness of Cogentrix as of the closing date, and (ii) 5,000,000 shares of Vistra common stock, par value $ 0.01 , to be issued to the seller, at a mutually agreed-upon value of $ 185 per share. Consummation of the Cogentrix Transaction is subject to customary closing conditions, including receipt of all requisite regulatory approvals, including approvals of FERC and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Cogentrix Transaction is expected to close in mid-to-late 2026. Lotus Acquisition On October 22, 2025, pursuant to a purchase and sale agreement dated May 15, 2025, Vistra Operations acquired 100 % of the membership interests of certain subsidiaries of Lotus (Lotus Acquisition). The Lotus Acquisition resulted in the addition of seven natural gas generation facilities totaling 2,600 MW in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO), further geographically diversifying Vistra's natural gas fleet. The aggregate purchase price consisted of a base purchase price of $ 1.9 billion, subject to certain customary adjustments, including the acquired companies' working capital, cash, indebtedness, and certain other adjustments. Vistra Operations funded the Lotus Acquisition with a combination of cash and the assumption of the acquired companies' indebtedness which consisted of a senior secured credit facility, including an existing term loan with approximately $ 800 million principal outstanding, which reduced the cash consideration payable at closing. Cash consideration payable at closing, excluding adjustments for the acquired companies' working capital, cash, and certain other adjustments, was $ 1.1 billion. The Lotus Acquisition was accounted for using the acquisition method in accordance with ASC 805, Business Combinations (ASC 805), which requires identifiable assets acquired and liabilities assumed to be recorded at their estimated fair values on the acquisition date. The total consideration transferred at closing, inclusive of adjustments to the base purchase price, was $ 1.237 billion as determined in accordance with ASC 805, which is subject to a final true-up. The combined results of operations are reported in the consolidated financial statements beginning as of the acquisition date. In November 2025, the Company borrowed $ 800 million under the Commodity-Linked Credit Agreement (see Note 11 for additional information) to repay the approximately $ 800 million of debt assumed by the Company. 92 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Provisional fair value measurements were made for acquired assets and liabilities in the fourth quarter of 2025. Accounting guidance provides that the allocation of the purchase price may be modified up to one year from the date of acquisition to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The provisional fair values assigned to the assets acquired and liabilities assumed are as follows: Lotus Acquisition Fair Value as of October 22, 2025 (in millions) Cash and cash equivalents $ 97 Trade accounts receivables, inventories, prepaid expenses, and other current assets 72 Property, plant, and equipment (a) 2,346 Other noncurrent assets 22 Total identifiable assets acquired 2,537 Trade accounts payable and other current liabilities 21 Long-term debt, including amounts due currently 803 Commodity and other derivative contractual liabilities (b) 417 Asset retirement obligations 13 Identifiable intangible liabilities 23 Other noncurrent liabilities and deferred credits 23 Total identifiable liabilities assumed 1,300 Net assets acquired $ 1,237 (a) Acquired property, plant, and equipment are valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3). (b) Acquired derivatives are valued using the methods described in Note 13 (Level 1, Level 2, or Level 3). The following unaudited pro forma financial information for the Company for the years ended December 31, 2025 and 2024 assumes that the Lotus Acquisition occurred on January 1, 2024. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the Lotus Acquisition been completed on January 1, 2024, nor is the unaudited pro forma financial information indicative of future results of operations, which may differ materially from the pro forma financial information presented here. Lotus Acquisition Year Ended December 31, 2025 2024 (in millions) Revenues $ 18,256 $ 17,626 Net income $ 943 $ 2,787 The unaudited pro forma financial information presented above includes adjustments for incremental depreciation and amortization as a result of the fair value determination of the net assets acquired, effects of the Lotus Acquisition on tax expense (benefit), and other related adjustments. Determining the amounts of revenue and earnings of the Lotus Acquisition since the acquisition date is impractical as operations have been integrated into our commercial platform which is managed at a portfolio level. Acquisition-related costs incurred in the Lotus Acquisition totaled $ 17 million for the year ended December 31, 2025 and are classified as selling, general, and administrative expenses in the consolidated statements of operations. 93 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Energy Harbor Business Combination On March 1, 2024, pursuant to a transaction agreement (Transaction Agreement), (i) Vistra Operations transferred certain of its subsidiary entities into Vistra Vision, (ii) Black Pen Inc., a wholly owned subsidiary of Vistra, merged with and into Energy Harbor, (iii) Energy Harbor became a wholly owned subsidiary of Vistra Vision, and (iv) affiliates of Nuveen Asset Management, LLC (Nuveen) and Avenue Capital Management II, L.P. (Avenue) exchanged a portion of the Energy Harbor shares held by Nuveen and Avenue for a 15 % equity interest of Vistra Vision (collectively, Energy Harbor Merger). The Energy Harbor Merger combined Energy Harbor's and Vistra's nuclear and retail businesses and certain Vistra Zero renewables and energy storage facilities to provide diversification and scale across multiple carbon-free technologies (dispatchable and renewables/storage) and the retail business. The Energy Harbor Merger was accounted for using the acquisition method in accordance with ASC 805, Business Combinations (ASC 805), which requires identifiable assets acquired and liabilities assumed to be recorded at their estimated fair values on the Merger Date. The combined results of operations are reported in the consolidated financial statements beginning as of the Merger Date. The following table summarizes the acquisition date fair value of Energy Harbor associated with the Energy Harbor Merger: Consideration (in millions) Cash consideration $ 3,100 15 % of the fair value of net assets contributed to Vistra Vision by Vistra (a) 1,496 Total purchase price 4,596 Fair value of noncontrolling interest in Energy Harbor (b) 811 Acquisition date fair value of Energy Harbor $ 5,407
(a) Valued using a discounted cash flow analysis of the contributed subsidiaries including contributed debt. (b) Represents 15 % of the acquisition date fair value implied from the fair value of consideration transferred. As a result of the Energy Harbor Merger, Vistra maintained an 85 % ownership interest in Vistra Vision and recorded the remaining 15 % equity interest as a noncontrolling interest in the consolidated balance sheets, and we reclassified the carrying value of assets contributed to Vistra Vision of $ 749 million from additional paid-in-capital of Vistra (the controlling interest) to the noncontrolling interest in subsidiary. 94 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Provisional fair value measurements were made for acquired assets and liabilities in the first quarter of 2024 and adjustments to those measurements were made through March 1, 2025 (the end of the measurement period). The final fair values assigned to assets acquired and liabilities assumed are as follows: Energy Harbor Merger Fair Value as of March 1, 2024 Measurement Period Adjustments (in millions) Cash and cash equivalents $ 35 $ 5 Trade accounts receivables, inventories, prepaid expenses, and other current assets 540 2 Investments (a) 2,021 — Property, plant, and equipment (b) 5,616 ( 4 ) Identifiable intangible assets (c) 444 16 Commodity and other derivative contractual assets (d) 129 ( 11 ) Other noncurrent assets 62 54 Total identifiable assets acquired 8,847 62 Trade accounts payable and other current liabilities 318 55 Long-term debt, including amounts due currently 413 — Commodity and other derivative contractual liabilities (d) 179 — Accumulated deferred income taxes 1,314 ( 50 ) Asset retirement obligations (e) 1,368 — Identifiable intangible liabilities 55 ( 18 ) Other noncurrent liabilities and deferred credits 20 8 Total identifiable liabilities assumed 3,667 ( 5 ) Identifiable net assets acquired 5,180 67 Goodwill (f) 227 ( 67 ) Net assets acquired $ 5,407
(a) Investments represent securities held in nuclear decommissioning trusts (NDT) for the purpose of funding the future retirement and decommissioning of the PJM nuclear generation facilities. These investments include equity, debt and other fixed-income securities consistent with investment rules established by the NRC. They are valued using a market approach (Level 1 or Level 2 depending on security). (b) Acquired property, plant, and equipment are valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3). (c) Includes acquired nuclear fuel supply contracts valued based on contractual cash flow projections over approximately five years compared with cash flows based on current market prices with the resulting difference discounted to present value (Level 3). Also includes acquired retail customer relationships which are valued based on discounted cash flow analysis of acquired customers and estimated attrition rates (Level 3). (d) Acquired derivatives are valued using the methods described in Note 13 (Level 1, Level 2, or Level 3). Contracts with terms that were not at current market prices are also valued using a discounted cash flow analysis (Level 3). (e) Asset retirement obligations are valued using a discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning methods and are based on decommissioning cost studies (Level 3). (f) The excess of the consideration transferred over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Goodwill represents expected synergies to be generated from combining operations of Energy Harbor with Vistra. None of the Goodwill is deductible for income tax purposes. 95 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma financial information for the Company for the years ended December 31, 2024 and 2023 assumes that the Energy Harbor Merger occurred on January 1, 2023. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the Energy Harbor Merger been completed on January 1, 2023, nor is the unaudited pro forma financial information indicative of future results of operations, which may differ materially from the pro forma financial information presented here. Energy Harbor Merger Year Ended December 31, 2024 2023 (in millions) Revenues $ 17,948 $ 17,148 Net income $ 2,901 $ 1,398 The unaudited pro forma financial information presented above includes adjustments for incremental depreciation and amortization as a result of the fair value determination of the net assets acquired, interest expense on debt assumed in the Energy Harbor Merger, effects of the Energy Harbor Merger on tax expense (benefit), and other related adjustments. Determining the amounts of revenue and earnings of Energy Harbor since the acquisition date is impractical as operations have been integrated into our commercial platform which is managed at a portfolio level. Acquisition-related costs incurred in the Energy Harbor Merger totaled $ 25 million for the year ended December 31, 2024 and are classified as selling, general, and administrative expenses in the consolidated statements of operations. Acquisition of Noncontrolling Interest On September 18, 2024, Vistra Operations and Vistra Vision Holdings I LLC, an indirect wholly owned subsidiary of Vistra Operations (Vistra Vision Holdings), entered into separate Unit Purchase Agreements (the UPAs) with each of Nuveen and Avenue, pursuant to which Vistra Vision Holdings agreed to purchase each of Nuveen's and Avenue's combined 15 % noncontrolling interest in Vistra Vision for approximately $ 3.2 billion in cash. The UPAs contained certain closing conditions outside our control that represented conditional redemption obligations that required us to reflect the transaction as redeemable noncontrolling interest within the mezzanine section of the consolidated balance sheet as of September 30, 2024. The UPAs were amended prior to close to accelerate principal payments to Avenue and certain Nuveen noncontrolling interest holders. The transaction closed on December 31, 2024, with all closing conditions met. Upon closing, we reclassified the remaining future payments attributable to the redeemable noncontrolling interest to a financing obligation. See Note 11 for additional information. 96 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3. REVENUE Revenue Disaggregation The following tables disaggregate our revenue by major source: Year Ended December 31, 2025 Retail Texas East West Asset Closure Eliminations / Corporate and Other Consolidated (in millions) Revenue from contracts with customers: Retail energy charge in ERCOT $ 8,966 $ — $ — $ — $ — $ — $ 8,966 Retail energy charge in Northeast/Midwest 4,059 — — — — — 4,059 Wholesale generation revenue from ISO/RTO — 464 2,626 98 — — 3,188 Capacity revenue from ISO/RTO (a) — — 227 — — — 227 Revenue from other wholesale contracts — 454 458 230 4 — 1,146 Total revenue from contracts with customers 13,025 918 3,311 328 4 — 17,586 Other revenues: Transferable PTC revenues (b) — 229 — — — — 229 Hedging revenues — realized 1,210 ( 440 ) ( 303 ) 116 — — 583 Hedging revenue — unrealized ( 2 ) 182 ( 826 ) ( 122 ) 2 — ( 766 ) Business interruption insurance proceeds — 47 — — 71 — 118 Intangible amortization and other revenues — ( 2 ) ( 13 ) — — 3 ( 12 ) Intersegment sales (c) 107 4,419 4,005 3 ( 3 ) ( 8,531 ) — Total other revenues 1,315 4,435 2,863 ( 3 ) 70 ( 8,528 ) 152 Total revenues $ 14,340 $ 5,353 $ 6,174 $ 325 $ 74 $ ( 8,528 ) $ 17,738
(a) Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $ 793 million of capacity sold offset by $ 566 million of capacity purchased. Net capacity purchased in each ISO/RTO, as applicable, included in fuel, purchased power costs, and delivery fees in the consolidated statement of operations includes capacity purchased of $ 130 million offset by $ 63 million of capacity sold within the East segment. (b) Represents transferable PTCs generated from qualifying nuclear and solar assets during the period. (c) East segment includes $ 147 million of intersegment unrealized net losses, and Texas segment includes $ 293 million of intersegment unrealized net gains from mark-to-market valuations of commodity positions with the Retail segment. 97 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2024 Retail Texas East (a) West Asset Closure Eliminations / Corporate and Other Consolidated (in millions) Revenue from contracts with customers: Retail energy charge in ERCOT $ 8,064 $ — $ — $ — $ — $ — $ 8,064 Retail energy charge in Northeast/Midwest (a) 3,595 — — — — — 3,595 Wholesale generation revenue from ISO/RTO — 399 1,351 221 7 — 1,978 Capacity revenue from ISO/RTO (b) — — 74 — — — 74 Revenue from other wholesale contracts — 422 398 199 31 — 1,050 Total revenue from contracts with customers 11,659 821 1,823 420 38 — 14,761 Other revenues: Transferable PTC revenues (c) — 292 264 — — — 556 Hedging revenues — realized 1,241 ( 453 ) 31 84 ( 8 ) — 895 Hedging revenue — unrealized ( 168 ) 700 143 329 9 — 1,013 Intangible amortization and other revenues 1 — ( 4 ) — — 2 ( 1 ) Intersegment sales (d) 64 4,034 3,404 6 — ( 7,508 ) — Total other revenues 1,138 4,573 3,838 419 1 ( 7,506 ) 2,463 Total revenues $ 12,797 $ 5,394 $ 5,661 $ 839 $ 39 $ ( 7,506 ) $ 17,224
(a) Includes ten months of revenue associated with operations acquired in the Energy Harbor Merger. (b) Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $ 126 million of capacity sold offset by $ 52 million of capacity purchased. Net capacity purchased in each ISO/RTO, as applicable, included in fuel, purchased power costs, and delivery fees in the consolidated statement of operations includes capacity purchased of $ 139 million offset by $ 116 million of capacity sold within the East segment. (c) Represents transferable PTCs generated from qualifying nuclear and solar assets during the period. (d) East segment includes $ 195 million of intersegment unrealized net losses, and Texas and West segments include $ 74 million and $ 4 million, respectively, of intersegment unrealized net gains from mark-to-market valuations of commodity positions with the Retail segment. 98 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Retail Texas East (a) West Asset Closure Eliminations / Corporate and Other Consolidated (in millions) Revenue from contracts with customers: Retail energy charge in ERCOT $ 7,674 $ — $ — $ — $ — $ — $ 7,674 Retail energy charge in Northeast/Midwest 1,642 — — — — — 1,642 Wholesale generation revenue from ISO/RTO — 1,190 1,298 412 9 — 2,909 Capacity revenue from ISO/RTO (a) — — 98 — — — 98 Revenue from other wholesale contracts — 505 797 143 36 — 1,481 Total revenue from contracts with customers 9,316 1,695 2,193 555 45 — 13,804 Other revenues: Transferable PTC revenues — 10 — — — — 10 Hedging revenues — realized 1,063 ( 885 ) 43 64 ( 33 ) — 252 Hedging revenue — unrealized 191 ( 714 ) 958 243 36 — 714 Intangible amortization and other revenues 2 — ( 5 ) — — 2 ( 1 ) Intersegment sales (b) — 3,873 2,701 4 — ( 6,578 ) — Total other revenues 1,256 2,284 3,697 311 3 ( 6,576 ) 975 Total revenues $ 10,572 $ 3,979 $ 5,890 $ 866 $ 48 $ ( 6,576 ) $ 14,779
(a) Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $ 233 million of capacity sold offset by $ 135 million of capacity purchased. Net capacity purchased in each ISO/RTO, as applicable, included in fuel, purchased power costs, and delivery fees in the consolidated statement of operations includes capacity purchased of $ 82 million offset by $ 73 million of capacity sold within the East segment. (b) East segment includes $ 814 million of intersegment unrealized net gains and Texas and West segments include $ 48 million and $ 6 million, respectively, of intersegment unrealized net losses from mark-to-market valuations of commodity positions with the Retail segment. Retail Energy Charges Revenue is recognized when electricity is delivered to our customers in an amount that we expect to invoice for volumes delivered or services provided. Sales tax is excluded from revenue. Payment terms vary from 15 to 60 days from invoice date. Revenue is recognized over-time using the output method based on kilowatt hours delivered. Energy charges are delivered as a series of distinct services and are accounted for as a single performance obligation. Energy sales and services that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter reading provided by the independent system operators or electric distribution companies. Estimated amounts are adjusted when actual usage is known and billed. As contracts for retail electricity can be for multi-year periods, the Company has performance obligations under these contracts that have not yet been satisfied. These performance obligations have transaction prices that are both fixed and variable, and that vary based on the contract duration and customer type. For the fixed price contracts, the amount of any unsatisfied performance obligations will vary based on customer usage, which will depend on factors such as weather and customer activity and therefore it is not practicable to estimate such amounts. 99 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Wholesale Generation Revenue from ISOs/RTOs and Revenue from Other Wholesale Contracts Wholesale generation revenue is recognized when volumes are delivered to the ISO/RTO. Other wholesale contracts include other revenue activity with the ISO/RTO, such as ancillary services, auction revenue, neutrality revenue and revenue from nonaffiliated retail electric providers, municipalities or other wholesale counterparties. Wholesale revenues are recognized over time using the output method based on kilowatt hours delivered or other applicable performance measurements and cash is settled shortly after invoicing. Vistra operates as a market participant within ERCOT, PJM, ISO-NE, NYISO, MISO and CAISO and expects to continue to remain under contract with each ISO/RTO indefinitely. Wholesale revenues are delivered as a series of distinct services and are accounted for as a single performance obligation. When electricity is sold to and purchased from the same ISO/RTO in the same period, the excess of the amount sold over the amount purchased is reflected in wholesale generation revenues. Capacity Revenue From ISO/RTO We offer generation capacity into competitive ISO/RTO auctions in exchange for revenue from awarded capacity offers. Capacity ensures installed generation and demand response is available to satisfy system integrity and reliability requirements. Capacity revenues are recognized when the performance obligation is satisfied ratably over time as our power generation facilities stand ready to deliver power to the customer. Penalties are assessed by the ISO/RTO against generation facilities if the facility is not available during the capacity period and are recorded as a reduction to revenue. When capacity is sold to and purchased from the same ISO/RTO in the same period, the excess of the amount sold over the amount purchased is reflected in capacity revenue from ISO/RTO. Other Revenues Other revenues, as included in the tables of disaggregated revenue above, represent amounts not accounted for under ASC 606, Revenue from Contracts with Customers and are comprised of the following: • Transferable production tax credit revenues accounted for as grants related to income by analogy to ASC 832 (see Note 5 for additional information). • Intangible amortization of acquired intangible liabilities related to retail and wholesale contracts (see Note 9 for additional information). • Hedging revenue from electricity and natural gas derivative contracts accounted for under ASC 815, Derivatives and Hedging, including the impact of realized and unrealized gains or losses on those contracts (see Note 13 for additional information). • Intersegment sales are presented by segment and eliminated in consolidation. Contract and Other Customer Acquisition Costs We defer costs to acquire retail contracts and amortize these costs over the expected life of the contract. The expected life of a retail contract is calculated using historical attrition rates, which we believe to be an accurate indicator of future attrition rates. The deferred acquisition and contract cost balance as of December 31, 2025 and 2024 was $ 129 million and $ 114 million, respectively. The amortization related to these costs during the years ended December 31, 2025, 2024 and 2023 totaled $ 111 million, $ 97 million, and $ 88 million respectively, recorded as SG&A expenses, and $ 7 million, $ 6 million, and $ 6 million, respectively, recorded as a reduction to operating revenues in the consolidated statements of operations. Practical Expedients The majority of our revenues are recognized under the right to invoice practical expedient, which allows us to recognize revenue in the same amount that we have a right to invoice our customers. Unbilled revenues are recorded based on the volumes delivered and services provided to the customers at the end of the period, using the right to invoice practical expedient. We have elected to not disclose the value of unsatisfied performance obligations for contracts with variable consideration for which we recognize revenue using the right to invoice practical expedient. We use the portfolio approach in evaluating similar customer contracts with similar performance obligations. Sales taxes are not included in revenue. 100 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Performance Obligations As of December 31, 2025, we have future fixed fee performance obligations that are unsatisfied, or partially unsatisfied, relating to capacity auction volumes awarded through capacity auctions held by the ISO/RTO or capacity contracts with customers for which the total consideration is fixed and determinable at contract execution. Capacity revenues are recognized when the performance obligations to provide capacity to the relevant ISOs/RTOs or counterparties are fulfilled. Amounts with counterparties in the table below represent minimum guaranteed capacity revenues as determined on a contract by contract basis and do not represent the full amount of capacity that is expected to be delivered. 2026 2027 2028 2029 2030 2031 and Thereafter Total (in millions) Remaining performance obligations $ 1,768 $ 1,665 $ 733 $ 215 $ 215 $ 3,293 $ 7,889 Trade Accounts Receivable December 31, 2025 2024 (in millions) Wholesale and retail trade accounts receivable $ 2,412 $ 2,061 Allowance for credit losses ( 89 ) ( 79 ) Trade accounts receivable — net $ 2,323 $ 1,982 Trade accounts receivable from contracts with customers — net $ 1,826 $ 1,514 Other trade accounts receivable — net 497 468 Total trade accounts receivable — net $ 2,323 $ 1,982 Gross trade accounts receivable as of December 31, 2025 and December 31, 2024 include unbilled retail revenues of $ 924 million and $ 802 million, respectively. Allowance for Credit Losses on Accounts Receivable Year Ended December 31, 2025 2024 2023 (in millions) Allowance for credit losses on accounts receivable at beginning of period $ 79 $ 61 $ 65 Increase for bad debt expense 201 183 164 Decrease for account write-offs ( 191 ) ( 165 ) ( 168 ) Allowance for credit losses on accounts receivable at end of period $ 89 $ 79 $ 61 4. OTHER INCOME, NET Year Ended December 31, 2025 2024 2023 (in millions) NDT net income (a) $ 231 $ 170 $ — Insurance settlements (b) 120 23 24 Gain on sale of land (c) — 6 95 Gain on TRA settlement (d) — 10 29 Interest income 18 65 86 All other 25 17 9 Total other income, net $ 394 $ 291 $ 243
(a) Includes interest, dividends, and net realized and unrealized gains (losses) associated with NDTs of the PJM nuclear facilities. Reported in the East segment. 101 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (b) For the year ended December 31, 2025, represents involuntary conversion gain for Martin Lake Incident insurance proceeds reported in the Texas Segment (see Note 8 for additional information). For the year ended December 31, 2024, $ 20 million reported in the Texas segment and $ 3 million reported in the West segment. For the year ended December 31, 2023, $ 19 million reported in the West segment and $ 5 million in the Asset Closure segment. (c) For the year ended December 31, 2024, reported in the Asset Closure segment. For the year ended December 31, 2023, $ 94 million reported in the Asset Closure segment and $ 1 million reported in the Texas segment. (d) Reported in the Corporate and Other. 5. GOVERNMENT GRANTS Inflation Reduction Act of 2022 (IRA) In August 2022, the U.S. enacted the IRA, which introduced various energy tax credits. Among these, it acknowledged the importance of existing carbon-free nuclear power by establishing a nuclear Production Tax Credit under section 45U (nuclear PTC), a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a new stand-alone battery storage investment tax credit. The nuclear PTC provides a federal tax credit of up to $15 per MWh, subject to phase out when annual gross receipts are between $25.00 per MWh and $43.75 per MWh and $26.00 per MWh and $44.75 per MWh for 2024 and 2025, respectively. The nuclear PTC applies to existing nuclear facilities from 2024 through 2032 subject to an annual inflation adjustment. The Company accounts for transferable ITCs and PTCs we expect to receive by analogy to ASC 832. Transferable PTCs In the years ended December 31, 2025 and 2024, we recognized transferable nuclear PTC revenues of $ 220 million and $ 545 million, respectively. Nuclear PTC revenues are an estimate based on annual gross receipts generated from qualifying nuclear production in 2025 and 2024 and reflect our determination that we will meet the prevailing wage requirements necessary to earn the five times multiplier. Our computation of gross receipts includes settled spot energy revenues and capacity revenues (applicable to our PJM nuclear units only) at each nuclear unit and excludes any hedges and ancillary service revenue. Treasury regulations may further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC. Any interpretive guidance on the definition of gross receipts that differs from the interpretation used in our estimate could result in a material change to PTC revenues recorded in 2025 and 2024 and would be reflected as a change in estimate in the period in which the guidance is received. Transferable ITCs In October 2025, our Oak Hill 200 MW solar facility in Texas met the requirements to be placed in service. As a result, in the year ended December 31, 2025, we recognized $ 98 million of transferable ITCs associated with the project in other noncurrent assets in the consolidated balance sheet. In December 2024, our Baldwin 68 MW solar / 2 MW battery ESS and Coffeen 44 MW solar / 2 MW battery ESS facilities in Illinois met requirements to be placed in service. As a result, in the years ended December 31, 2025 and 2024, we recognized transferable ITCs of $( 2 ) million and $ 57 million, respectively, associated with Baldwin, and $( 1 ) million and $ 45 million, respectively, associated with Coffeen, in other noncurrent assets in the consolidated balance sheet. In June 2023, our 350 MW battery ESS at our Moss Landing Power Plant site (Moss Landing Phase III) in California commenced commercial operations. As a result of Moss Landing Phase III meeting requirements to be placed in service in June 2023, we recognized $ 154 million of transferable ITCs associated with the project in other noncurrent assets in the consolidated balance sheet. In September 2024, we recognized an additional $ 2 million of transferable ITCs associated with the project and reclassified the $ 156 million of credits to other current assets. Sales of Transferable PTCs and ITCs During 2025, we sold $ 490 million of transferable nuclear PTCs recognized from qualifying 2024 nuclear generation, of which $ 200 million was sold in January 2025, $ 90 million was sold in May and June 2025, and $ 200 million was sold in September 2025. Cash proceeds of $ 469 million were received during the year ended December 31, 2025. In October 2024, we sold $ 156 million of transferable ITCs and $ 10 million of transferable solar PTCs generated in 2023. Vistra received cash consideration from the sale in October 2024. 102 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6. INCOME TAXES Vistra files a U.S. federal income tax return that includes the results of its consolidated subsidiaries. Vistra serves as the corporate parent of the Vistra consolidated group. Pursuant to applicable U.S. Department of the Treasury regulations and published guidance of the IRS, corporations that are members of a consolidated group have joint and several liability for the taxes of such group. Income Tax Expense (Benefit) The components of our income tax expense (benefit) are as follows: Year Ended December 31, 2025 2024 2023 (in millions) Current: U.S. Federal $ ( 3 ) $ 2 $ ( 1 ) State 46 46 52 Total current 43 48 51 Deferred: U.S. Federal 149 561 421 State ( 13 ) 46 36 Total deferred 136 607 457 Total $ 179 $ 655 $ 508 Reconciliation of income taxes computed at the U.S. federal statutory rate to income tax expense (benefit) recorded: Year Ended December 31, 2025 2024 2023 (in millions) Income (loss) before income taxes $ 1,123 $ 3,467 $ 2,000 Income taxes at the U.S. federal statutory rate of 21% 236 21.0 % 728 21.0 % 420 21.0 % State and local taxes, net of federal benefit (a) 26 2.3 % 68 2.0 % 71 3.6 % Nontaxable or nondeductible items: Nondeductible TRA accretion ( 1 ) ( 0.1 ) % 2 0.1 % 41 2.1 % Equity awards ( 145 ) ( 12.9 ) % ( 53 ) ( 1.6 ) % ( 3 ) ( 0.2 ) % Nondeductible 162(m) compensation 75 6.7 % 29 0.8 % 13 0.7 % Transferable PTC revenues ( 46 ) ( 4.1 ) % ( 117 ) ( 3.4 ) % ( 2 ) ( 0.1 ) % Other nontaxable or nondeductible items 7 0.6 % 2 0.1 % 2 0.1 % Changes in valuation allowance — — % ( 3 ) ( 0.1 ) % — — % Changes in unrecognized tax benefit — — % — — % ( 35 ) ( 1.8 ) % Tax credits ( 3 ) ( 0.3 ) % — — % ( 1 ) ( 0.1 ) % Other 30 2.7 % ( 1 ) — % 2 0.1 % Total $ 179 15.9 % $ 655 18.9 % $ 508 25.4 %
(a) State and local taxes in Texas, Pennsylvania, and Illinois comprise the majority of this category. 103 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Taxes Paid (Net of Refunds) Year Ended December 31, 2025 2024 2023 (in millions) US Federal $ 11 $ 5 $ — (a) US state and local California 11 3 5 Illinois — (a) 14 15 Massachusetts — (a) 4 3 Ohio Municipalities 21 — (a) — (a) Pennsylvania 28 6 5 Texas 19 17 — (a) Other 7 6 3 Total US state and local $ 86 $ 50 $ 31 Total $ 97 $ 55 $ 31
(a) Income taxes paid did not meet the 5% disaggregation threshold for the periods presented. Deferred Income Tax Balances Deferred income taxes provided for temporary differences based on tax laws in effect at December 31, 2025 and 2024 are as follows: December 31, 2025 2024 (in millions) Noncurrent Deferred Income Tax Assets Tax credit carryforwards $ 89 $ 86 Loss carryforwards 1,078 949 Identifiable intangible assets 326 340 Long-term debt 130 225 Employee benefit obligations 133 133 Commodity contracts and interest rate swaps 661 383 Other 37 36 Total deferred tax assets $ 2,454 $ 2,152 Noncurrent Deferred Income Tax Liabilities Property, plant, and equipment 3,191 2,765 Total deferred tax liabilities 3,191 2,765 Valuation allowance 73 75 Net Deferred Income Tax Liability $ ( 810 ) $ ( 688 ) As of December 31, 2025, we had total net deferred tax liabilities of approximately $ 810 million that were substantially comprised of book and tax basis differences related to our generation and mining property, plant, and equipment, partially offset by federal and state net operating loss (NOL) carryforwards. As of December 31, 2025, we assessed the need for a valuation allowance related to our deferred tax asset and considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. We have identified positive evidence in the form of cumulative income on an unadjusted basis over the preceding 12 quarters. We evaluated historical earnings, performed scheduling of the reversal of temporary differences, and considered other positive and negative evidence. In connection with our analysis, we concluded that it is more likely than not that the federal deferred tax assets will be fully utilized by future taxable income, and thus no valuation allowance was required. 104 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2025, we had $ 3.8 billion pre-tax net operating loss (NOL) carryforwards for federal income tax purposes that will begin to expire in 2031. The income tax effects of the components included in accumulated other comprehensive income totaled net deferred tax assets of zero and net deferred tax liabilities $ 4 million at December 31, 2025 and 2024, respectively. OBBBA and CAMT In July 2025, the legislation known as the OBBBA was signed into law and we have accounted for the effects in our consolidated financial statements. Key changes include the immediate expensing of domestic research and development costs, the reinstatement of 100% bonus depreciation, and increases in the limitation of interest deductibility. Certain provisions of the OBBBA will change the timing of cash tax payments in the current fiscal year and future year periods, however the legislation did not have a material impact on our effective income tax rate. We do not expect Vistra to be subject to the corporate alternative minimum tax (CAMT) in the 2025 tax year as it applies only to corporations with a three-year average annual adjusted financial statement income in excess of $ 1 billion. We have taken the CAMT and forecasted OBBBA impacts into account when forecasting cash taxes. Liability for Uncertain Tax Positions Accounting guidance related to uncertain tax positions requires that all tax positions subject to uncertainty be reviewed and assessed with recognition and measurement of the tax benefit based on a "more-likely-than-not" standard with respect to the ultimate outcome, regardless of whether this assessment is favorable or unfavorable. We classify interest and penalties related to uncertain tax positions as current income tax expense. The amounts were immaterial for the years ended December 31, 2025, 2024 and 2023. The following table summarizes the changes to the uncertain tax positions, reported in accumulated deferred income taxes and other current liabilities in the consolidated balance sheets for the years ended December 31, 2025, 2024 and 2023. Year Ended December 31, 2025 2024 2023 (in millions) Balance at beginning of period, excluding interest and penalties $ 4 $ — $ 36 Additions based on tax positions related to prior years — 4 — Reductions based on tax positions related to prior years — — — Reductions related to the lapse of the tax statute of limitations — — ( 35 ) Settlements with taxing authorities — — ( 1 ) Balance at end of period, excluding interest and penalties $ 4 $ 4 $ — Vistra and its subsidiaries file income tax returns in U.S. federal, state and foreign jurisdictions and are, at times, subject to examinations by the IRS and other taxing authorities. Uncertain tax positions totaled $ 4 million and $ 4 million as of December 31, 2025 and 2024, respectively. Of the amounts recorded as unrecognized tax benefits, an insignificant portion would impact our effective tax rate if recognized. Tax Matters Agreement On the Effective Date, we entered into the Tax Matters Agreement with EFH Corp. whereby the parties have agreed to take certain actions and refrain from taking certain actions in order to preserve the intended tax treatment of the Spin-Off and to indemnify the other parties to the extent a breach of such agreement results in additional taxes to the other parties. Among other things, the Tax Matters Agreement allocates the responsibility for taxes for periods prior to the Spin-Off between EFH Corp. and us. For periods prior to the Spin-Off: (a) Vistra is generally required to reimburse EFH Corp. with respect to any taxes paid by EFH Corp. that are attributable to us and (b) EFH Corp. is generally required to reimburse us with respect to any taxes paid by us that are attributable to EFH Corp. We are also required to indemnify EFH Corp. against taxes, under certain circumstance, if the IRS or another taxing authority successfully challenges the amount of gain relating to the PrefCo Preferred Stock Sale or the amount or allowance of EFH Corp.'s net operating loss deductions. 105 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Subject to certain exceptions, the Tax Matters Agreement prohibits us from taking certain actions that could reasonably be expected to undermine the intended tax treatment of the Spin-Off or to jeopardize the conclusions of the private letter ruling we obtained from the IRS or opinions of counsel received by us or EFH Corp., in each case, in connection with the Spin-Off. Certain of these restrictions apply for two years after the Spin-Off. Under the Tax Matters Agreement, we may engage in an otherwise restricted action if (a) we obtain written consent from EFH Corp., (b) such action or transaction is described in or otherwise consistent with the facts in the private letter ruling we obtained from the IRS in connection with the Spin-Off, (c) we obtain a supplemental private letter ruling from the IRS, or (d) we obtain an unqualified opinion of a nationally recognized law or accounting firm that is reasonably acceptable to EFH Corp. that the action will not affect the intended tax treatment of the Spin-Off. 7. PROPERTY, PLANT, AND EQUIPMENT Our property, plant, and equipment consist of our power generation assets, related mining assets, land, information systems hardware, capitalized corporate office lease space and other leasehold improvements. The estimated remaining useful lives of our property, plant, and equipment ranges from 1 to 28 years. Land and construction work in progress are not depreciated. December 31, 2025 2024 (in millions) Power generation and structures and office and other equipment $ 25,084 $ 22,943 Land 637 603 Construction work in progress 1,917 1,060 Finance lease right-of-use assets 190 186 Nuclear fuel 2,036 1,843 Property, plant, and equipment — gross 29,864 26,635 Less accumulated depreciation ( 9,273 ) ( 8,020 ) Less finance lease right-of-use assets accumulated amortization ( 41 ) ( 33 ) Less accumulated amortization of nuclear fuel ( 704 ) ( 409 ) Property, plant, and equipment — net $ 19,846 $ 18,173 Depreciation and amortization of property, plant, and equipment (including the classification in the consolidated statements of operations) consisted of the following: Property, Plant, and Equipment Consolidated Statements of Operations Year Ended December 31, 2025 2024 2023 (in millions) Power generation and structures and office and other equipment Depreciation and amortization $ 1,811 $ 1,662 $ 1,335 Finance lease right-of-use assets Depreciation and amortization 9 8 9 Nuclear fuel Fuel, purchased power costs, and delivery fees $ 487 $ 387 $ 91 Total property, plant, and equipment expense $ 2,307 $ 2,057 $ 1,435 106 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Retirement of Generation Facilities Below are our operating facilities that have an announced retirement date. Operating results for generation facilities with defined retirement dates are included in our Asset Closure segment in the calendar year following the year in which the retirement occurs. The Moss Landing 300 MW and Moss Landing 100 MW battery facilities were transferred to the Asset Closure segment during the first quarter of 2025 and the fourth quarter of 2025, respectively, as we do not plan to return those assets to operations. See Note 8 for additional information. Facility Location ISO/RTO Fuel Type Net Capacity (MW) Expected Retirement Date (a) Segment Baldwin Baldwin, IL MISO Coal 1,185 By the end of 2027 East Coleto Creek Goliad, TX ERCOT Coal 650 By the end of 2027 Texas Kincaid Kincaid, IL PJM Coal 1,108 By the end of 2027 East Miami Fort North Bend, OH PJM Coal 1,020 By the middle of 2028 East Newton Newton, IL MISO Coal 615 By the end of 2027 East Total 4,578
(a) Expected retirement dates my change if economic or other conditions dictate. The Company intends to repower Coleto Creek and Miami Fort as gas-fueled facilities upon their retirements as coal-fueled facilities. We are currently evaluating the feasibility of converting the other coal-fueled facilities with expected retirement dates in 2027 to gas-fueled facilities. Impairment of Long-Lived Assets In the year ended December 31, 2025, we recognized impairment losses of approximately $ 155 million related to the Moss Landing 100 MW battery (see Note 8 for additional information) and $ 73 million related to development projects we have no plans to complete. In the year ended December 31, 2023, we recognized an impairment loss of $ 49 million related to our Kincaid generation facility in Illinois as a result of a significant decrease in the projected operating margins of the facility, primarily driven by a decrease in projected power prices. The impairment is reported in our East segment and includes write-downs of property, plant, and equipment of $ 45 million, write-downs of inventory of $ 2 million, and write-downs of operating lease right-of-use assets of $ 2 million. In determining the fair value of the impaired asset groups, we utilized the income approach described in ASC 820, Fair Value Measurement. 8. LOSS EVENTS AND INSURANCE RECOVERIES Moss Landing 300 Incident On January 16, 2025, we detected a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site (the Moss Landing Incident) that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. No injuries occurred due to the fire or the Company's response. The Moss Landing complex includes two other battery facilities and a gas plant. The gas plant returned to service in February 2025. The Moss Landing 350 MW battery facility has a net book value of approximately $ 320 million as of December 31, 2025. We are working towards a return to service in mid-2026, but we will continue to evaluate our restart plans following completion of our investigation into the cause of the fire. After further consideration, management determined it would not return the Moss Landing 100 MW battery to service. As a result of the damage caused by the Moss Landing Incident, during the three months ended March 31, 2025, we wrote-off the net book value of Moss Landing 300 of approximately $ 400 million to depreciation expense and moved the asset to the Asset Closure segment as we have no plans to return the Moss Landing 300 facility to operations (see Notes 7 and 21 for additional information). 107 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As a result of the decision to not return the Moss Landing 100 MW battery to service, we performed an assessment of the recoverability of the facility's carrying value and, during the three months ended December 31, 2025, we recognized an impairment loss of approximately $ 155 million and moved the asset to the Asset Closure segment (see Notes 7 and 21 for additional information). In July 2025, we entered into an Administrative Settlement Agreement and Order on Consent (ASAOC) with the EPA related to the Moss Landing 300 site. Under the ASAOC, we are required to perform specific battery removal and remediation activities, including battery removal and disposal, building demolition, and air and water monitoring. We estimate the total cost of these activities to be approximately $ 110 million. We have incurred expenses of approximately $ 49 million on ASAOC activities through December 31, 2025. As of December 31, 2025, our accrual for estimated future costs for the ASAOC activities is approximately $ 61 million, which is reflected in other current liabilities in the consolidated balance sheets. This estimate assumes the ASAOC activities will be completed by the end of 2026. Aside from battery removal and disposal, our estimate does not reflect costs associated with removal of other hazardous waste that could be identified as the demolition progresses as we are unable to estimate such costs until sampling of waste material is complete. We will account for any adjustments to the accrual as a change in estimate in the period new information becomes available. Additional impacts from the Moss Landing Incident include loss of revenue from the facilities being offline and may include litigation costs, other negotiated settlements of contracts with counterparties, and additional non-cash impairment losses. See Note 18 for additional information. We have filed insurance claims against applicable insurance policies with combined business interruption and property loss limits of $ 500 million, net of deductibles, of which approximately $ 500 million has been collected through February 2026. The initial insurance receivable asset related to expenses we believe were probable of recovery from property damage insurance was $ 425 million, recorded as offsets to the expenses incurred in other noncurrent assets in the consolidated balance sheets. See Insurance Recoveries for additional information. While we expect future revenues in the West segment to decrease relative to 2024 revenues with the Moss Landing 300 and 100 MW battery facilities not returning to service, given the uncertainty in the timing of the restart of the Moss Landing 350 MW battery facility and additional expenses that could be incurred related to the Moss Landing Incident, we cannot predict the full impact this event will have on our 2026 financial statements. Martin Lake Unit 1 Incident On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT (the Martin Lake Incident), an 815 MW unit. We wrote-off the unit's net book value of less than $ 1 million to depreciation expense in December 2024. The unit returned to service in February 2026. We estimate total cash capital expenditures required to restore the unit to service was approximately $ 384 million, of which approximately $ 271 million in cash capital expenditures have been incurred as of December 31, 2025. We expect to recover a majority of the expenditures associated with the Martin Lake Incident through property damage insurance and to receive additional business interruption proceeds. During the year ended December 31, 2025, we recognized property damage insurance recoveries of $ 160 million, of which $ 40 million was recorded as an offset to operating costs incurred to restore the unit to service, and $ 120 million was recorded as a gain in other income, net in the consolidated statements of operations. During the year ended December 31, 2025, we recognized business interruption insurance proceeds of $ 47 million recorded in operating revenues. See Insurance Recoveries for additional information. 108 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Insurance Recoveries The following table summarizes the expenses recorded, net of property damage insurance recoveries, related to the Moss Landing Incident and Martin Lake Incident during the year ended December 31, 2025. Year Ended December 31, 2025 Moss Landing Incident Martin Lake Incident Total (in millions) Write-off of net book value of facility to depreciation and amortization $ 400 $ — $ 400 Operating costs incurred to restore Martin Lake to service — 40 40 Incurred and estimated cost of ASAOC activities to operating costs (a) 102 — 102 Total incident expense $ 502 $ 40 $ 542 Property damage insurance receivable as of the beginning of the period (b) $ — $ — $ — Recovery of incident expense recorded to insurance receivable 425 40 465 Insurance recovery gain recorded in other income, net — 120 120 Insurance proceeds received ( 227 ) ( 140 ) ( 367 ) Property damage insurance receivable as of the end of the period (b) $ 198 $ 20 $ 218 Total incident expense, net of property damage insurance recoveries $ 77 $ — $ 77
(a) Total estimated costs of ASAOC activities is expected to be approximately $ 110 million, of which $ 102 million was recorded in operating costs in the consolidated statements of operations. Amounts above exclude $ 8 million of estimated demolition and battery removal costs reclassified from the Moss Landing 300 ARO to other current liabilities during the three months ended March 31, 2025. (b) Property damage insurance receivable is included in other noncurrent assets on the consolidated balance sheets. The following table summarizes the business interruption insurance recoveries related to the Moss Landing Incident and Martin Lake Incident during the year ended December 31, 2025. Year Ended December 31, 2025 Moss Landing Incident Martin Lake Incident Total (in millions) Business interruption insurance proceeds realized (a) $ 71 $ 47 $ 118
(a) Business interruption insurance proceeds are included in operating revenues in the consolidated statements of operations. We expect to receive additional property damage and business interruption insurance proceeds related to the Martin Lake Incident and additional business interruption insurance proceeds related to the Moss Landing Incident which are not included in the property damage insurance receivable as of the year ended December 31, 2025. These additional proceeds will be recorded as income in the period they are realized. 109 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS AND LIABILITIES Goodwill As of December 31, 2025 and 2024, the carrying value of goodwill totaled $ 2.810 billion and $ 2.807 billion, respectively. Retail Segment Texas Segment Retail Reporting Unit (a) Texas Generation Reporting Unit Goodwill Pending Allocation Total Goodwill (in millions) Balance at December 31, 2024 $ 2,461 $ 122 $ 224 $ 2,807 Measurement period adjustment recorded in connection with the Energy Harbor Merger (b) 227 — ( 224 ) 3 Balance at December 31, 2025 $ 2,688 $ 122 $ — $ 2,810
(a) Goodwill of $ 1.944 billion is deductible for tax purposes over 15 years on a straight-line basis. (b) Includes the allocation of goodwill attributable to the Energy Harbor acquisition to the retail reporting unit (see Note 2 for additional information). Identifiable Intangible Assets and Liabilities Identifiable intangible assets are comprised of the following: December 31, 2025 December 31, 2024 Identifiable Intangible Asset Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net (in millions) Retail customer relationships $ 2,173 $ 2,067 $ 106 $ 2,173 $ 1,977 $ 196 Software and other technology-related assets 656 365 291 601 293 308 Retail and wholesale contracts 369 295 74 503 353 150 Long-term service agreements 18 6 12 18 5 13 Other identifiable intangible assets (a) 628 17 611 218 13 205 Total identifiable intangible assets subject to amortization $ 3,844 $ 2,750 1,094 $ 3,513 $ 2,641 872 Retail trade names (not subject to amortization) 1,341 1,341 Total identifiable intangible assets $ 2,435 $ 2,213
(a) Includes mining development costs and environmental allowances (emissions allowances and renewable energy certificates). Identifiable intangible liabilities are comprised of the following: Year Ended December 31, Identifiable Intangible Liability 2025 2024 (in millions) Long-term service agreements $ 100 $ 108 Wholesale power and fuel purchase contracts 38 47 Total identifiable intangible liabilities $ 138 $ 155 110 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amortization of finite-lived identifiable intangible assets and liabilities (including the classification in the consolidated statements of operations) consisted of the following: Identifiable Intangible Assets/Liabilities Consolidated Statements of Operations Remaining useful lives of identifiable intangible assets at December 31, 2025 (weighted average in years) Year Ended December 31, 2025 2024 2023 (in millions) Retail customer relationships Depreciation and amortization 1 $ 90 $ 111 $ 98 Software and other technology-related assets Depreciation and amortization 2 69 60 58 Retail and wholesale contracts Operating revenues/Fuel, purchased power costs, and delivery fees 3 ( 9 ) ( 12 ) 8 Other identifiable intangible assets (a) Fuel, purchased power costs, and delivery fees/Depreciation and amortization 4 488 414 357 Total intangible asset expense, net $ 638 $ 573 $ 521
(a) Amounts include all expenses associated with environmental allowances including expenses accrued to comply with emissions allowance programs and renewable portfolio standards which are presented in fuel, purchased power costs and delivery fees in the consolidated statements of operations. Emissions allowance obligations are accrued as associated electricity is generated and renewable energy certificate obligations are accrued as retail electricity delivery occurs. The following is a description of the separately identifiable intangible assets recorded in fresh start reporting and in connection with purchase accounting from acquisitions. • Retail customer relationship — Retail customer relationship intangible asset represents the fair value of our non-contracted retail customer base, including residential and business customers, and is amortized using an accelerated method based on historical customer attrition rates and reflecting the expected pattern in which economic benefits are realized over their estimated useful life. • Retail and wholesale contracts — These intangible assets and liabilities represent the value of various acquired retail and wholesale contracts and fuel and transportation purchase contracts. The contracts were identified as either assets or liabilities based on the respective fair values utilizing prevailing market prices for commodities or services compared to the fixed prices contained in these agreements. The intangible assets or liabilities are amortized in relation to the economic terms of the related contracts. • LTSA — Our acquired LTSA intangibles represent the estimated fair value of favorable or unfavorable contract obligations with respect to long-term plant maintenance agreements and are amortized based on the expected usage of the service agreements over the contract terms. The majority of the plant maintenance services relate to capital improvements and the related amortization of the plant maintenance agreements is recorded to property, plant, and equipment. • Retail trade names — Our retail trade name intangible assets represent the fair value of our retail brands, including the trade names of TXU Energy TM , Ambit Energy, 4Change Energy TM , Homefield Energy, Dynegy Energy Services, TriEagle Energy, Public Power, and U.S. Gas & Electric, and were determined to be indefinite-lived assets not subject to amortization. These intangible assets are evaluated for impairment at least annually in accordance with accounting guidance related to other indefinite-lived intangible assets. We have selected October 1 as our test date. Significant qualitative factors evaluated included trade name financial performance, general macroeconomic, industry, and market conditions, customer attrition and interest rates. On the most recent testing date, we determined that it was more likely than not that the fair value of our retail trade name intangible asset exceeded its carrying value at October 1, 2025. 111 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimated Amortization of Identifiable Intangible Assets As of December 31, 2025, the estimated aggregate amortization expense of identifiable intangible assets, excluding environmental allowances, for each of the next five fiscal years is as shown below. Year Estimated Amortization Expense (in millions) 2026 $ 178 2027 $ 83 2028 $ 63 2029 $ 45 2030 $ 24 10. COLLATERAL FINANCING AGREEMENT WITH AFFILIATE In 2023, Vistra Operations entered into a facility agreement (Facility Agreement) with a Delaware trust formed by the Company (the Trust) that sold 450,000 pre-capitalized trust securities (P-Caps) redeemable May 17, 2028 for an initial purchase price of $ 450 million. The Trust is not consolidated by Vistra. The Trust invested the proceeds from the sale of the P-Caps in a portfolio of either (a) U.S. Treasury securities (Treasuries) or (b) Treasuries and/or principal and interest strips of Treasuries (Treasury Strips, and together with the Treasuries and cash denominated in U.S. dollars, the Eligible Assets). At the direction of Vistra Operations, the Eligible Assets held by the Trust can be (i) delivered to one or more designated subsidiaries of Vistra Operations in order to allow such subsidiaries to use the Eligible Assets to meet certain posting obligations with counterparties, and/or (ii) pledged as collateral support for a letter of credit program. Under the Facility Agreement, Vistra Operations has the right (Issuance Right), from time to time, to require the Trust to purchase from Vistra Operations up to $ 450 million aggregate principal amount of Vistra Operations' 7.233 % Senior Secured Notes due 2028 ( 7.233 % Senior Secured Notes) in exchange for the delivery of all or a portion of the Treasuries and Treasury Strips corresponding to the portion of the issuance right exercised at such time. The Trust will terminate at any time prior to May 17, 2028 and distribute the 7.233 % Senior Secured Notes to the holders of the P-Caps if its sole assets consist of 7.233 % Senior Secured Notes that Vistra Operations is no longer entitled to repurchase. Vistra Operations pays a facility fee (Facility Fee) to the Trust payable on each May 17 and November 17, commencing on November 17, 2023, to and including May 17, 2028 (each, a Distribution Date), and on certain other dates as provided in the Facility Agreement. The Facility Fee is generally calculated at a rate of 3.3608 % per annum, applied to the maximum amount of 7.233 % Senior Secured Notes that Vistra Operations could issue and sell to the Trust under the Facility Agreement as of the close of business on the business day immediately preceding the applicable Distribution Date. As of December 31, 2025 and 2024, the fair value of Eligible Assets held by counterparties to satisfy current and future margin deposit requirements totaled $ 444 million and $ 435 million, respectively, and is reported in the consolidated balance sheets as margin deposits posted under affiliate financing agreement and margin deposits financing with affiliate. 112 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11. DEBT, CREDIT FACILITIES, AND FINANCINGS Debt, credit facilities and financing obligations on the consolidated balance sheets consisted of the following: December 31, 2025 2024 (in millions) Long-term debt, including amounts due currently: Project-level debt $ 1,569 $ 1,064 Vistra Operations debt 15,627 15,405 Long-term debt before unamortized premiums, discounts, and issuance costs 17,196 16,469 Unamortized premiums, discounts, and issuance costs ( 153 ) ( 171 ) Long-term debt including amounts due currently $ 17,043 $ 16,298 Short-term borrowings $ 1,800 $ — Accounts receivable financing $ 1,225 $ 750 Forward repurchase obligation $ 632 $ 1,335 113 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-Term Debt The Company's long-term debt obligations, including amounts due currently, consisted of the following: December 31, 2025 2024 (in millions) Vistra Operations Credit Facilities, Term Loan B-3 Facility due December 20, 2030 $ 2,450 $ 2,475 BCOP Credit Facility, Bridge Loans 367 367 BCOP Credit Facility, Construction / Term Loans 505 — Vistra Zero Credit Facility, Term Loan B Facility due April 30, 2031 697 697 Vistra Operations Senior Secured Notes: 5.125 % Senior Secured Notes, due May 13, 2025 — 744 5.050 % Senior Secured Notes, due December 30, 2026 500 500 3.700 % Senior Secured Notes, due January 30, 2027 800 800 4.300 % Senior Secured Notes, due October 15, 2028 750 — 4.300 % Senior Secured Notes, due July 15, 2029 800 800 4.600 % Senior Secured Notes, due October 15, 2030 500 — 6.950 % Senior Secured Notes, due October 15, 2033 1,050 1,050 6.000 % Senior Secured Notes, due April 15, 2034 500 500 5.700 % Senior Secured Notes, due December 30, 2034 750 750 5.250 % Senior Secured Notes, due October 15, 2035 750 — Total Vistra Operations Senior Secured Notes 6,400 5,144 Energy Harbor Revenue Bonds: 3.375 % Revenue Bond, due August 1, 2029 100 100 4.750 % Revenue Bonds, due June 1, 2033 and July 1, 2033 285 285 3.750 % Revenue Bond, due October 1, 2047 46 46 Total Energy Harbor Revenue Bonds 431 431 Vistra Operations Senior Unsecured Notes: 5.500 % Senior Unsecured Notes, due September 1, 2026 — 1,000 5.625 % Senior Unsecured Notes, due February 15, 2027 1,300 1,300 5.000 % Senior Unsecured Notes, due July 31, 2027 1,300 1,300 4.375 % Senior Unsecured Notes, due May 1, 2029 1,250 1,250 7.750 % Senior Unsecured Notes, due October 15, 2031 1,450 1,450 6.875 % Senior Unsecured Notes, due April 15, 2032 1,000 1,000 Total Vistra Operations Senior Unsecured Notes 6,300 7,300 Other: Equipment Financing Agreements 46 55 Total other long-term debt 46 55 Unamortized debt premiums, discounts, and issuance costs ( 153 ) ( 171 ) Total long-term debt including amounts due currently 17,043 16,298 Less amounts due currently ( 1,201 ) ( 880 ) Total long-term debt less amounts due currently $ 15,842 $ 15,418 114 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-Term Debt Maturities Long-term debt maturities as of December 31, 2025 are as follows: December 31, 2025 (in millions) 2026 $ 1,201 2027 3,435 2028 786 2029 2,362 2030 2,853 Thereafter 6,559 Unamortized premiums, discounts, and debt issuance costs ( 153 ) Total long-term debt, including amounts due currently $ 17,043 Credit Facilities Our credit facilities and related available capacity as of December 31, 2025 are presented below. December 31, 2025 Credit Facilities Maturity Date Facility Limit Borrowings Outstanding Letters of Credit Outstanding Available Capacity (in millions) Vistra Operations debt: Revolving Credit Facility October 11, 2029 $ 3,440 $ 380 $ 1,064 $ 1,996 Term Loan B-3 Facility December 20, 2030 2,450 2,450 — — Total Vistra Operations Credit Facilities $ 5,890 $ 2,830 $ 1,064 $ 1,996 Vistra Operations Commodity-Linked Facility September 30, 2026 1,750 1,420 — 2 Total Vistra Operations debt $ 7,640 $ 4,250 $ 1,064 $ 1,998 Project-level debt: Bridge Loans January 30, 2026 (a) / December 3, 2026 367 367 — — Construction / Term Loans (b) 505 505 — — BCOP Credit Facility 872 872 — — Vistra Zero Term Loan B Facility April 30, 2031 697 697 — — Total project-level debt $ 1,569 $ 1,569 $ — $ — Total credit facilities $ 9,209 $ 5,819 $ 1,064 $ 1,998
(a) In January 2026, Vistra repaid the $ 106 million Oak Hill Bridge Loan at maturity. See additional information in BCOP Project-level Credit Facilities discussion below. (b) Maturity dates between December 3, 2026 and December 3, 2029. See additional information in BCOP Project-level Credit Facilities discussion below. Vistra Operations Credit Facilities As of December 31, 2025, the Vistra Operations Credit Facilities have aggregate commitments of up to $ 5.890 billion in senior secured, first-lien revolving credit commitments and outstanding term loans (Vistra Operations Credit Facilities). The Vistra Operations Credit Facilities consist of (i) revolving credit commitments (including aggregate revolving letter of credit commitments) of up to $ 3.440 billion (Revolving Credit Facility), and (ii) term loans of $ 2.450 billion (Term Loan B-3 Facility). 115 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Borrowings under the Revolving Credit Facility bear interest based the forward-looking term rate based on SOFR (Term SOFR) plus a spread that ranges from 1.25 % to 2.00 %. We pay fees on any undrawn amounts of the Revolving Credit Facility ranging from 17.5 basis points to 35.0 basis points. Letters of credit issued under the Revolving Credit Facility are subject to a fee that ranges from 1.25 % to 2.00 % . Interest and fees on the Revolving Credit Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2025, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margins for the Revolving Credit Facility and the fee for undrawn amounts relating to such commitments were 17.5 and 27.0 basis points, respectively, and the applicable fee for the letters of credit issued under the Revolving Credit Facility was 1.725 %. Borrowings under the Revolving Credit Facility are included in short-term borrowings in the consolidated balance sheets. Term Loan B-3 Facility — The Term Loan B-3 Facility is used for general corporate purposes. Borrowings under the Term Loan B-3 Facility bear interest based on the applicable Term SOFR, plus a fixed spread of 1.75 %. The weighted average interest rate, before taking into consideration interest rate swaps (see Note 13 for additional information) on outstanding borrowings of $ 2.450 billion, was 5.466 % as of December 31, 2025. Cash borrowings under the Term Loan B-3 Facility are subject to required scheduled quarterly payments of $ 6.25 million. Amounts paid cannot be reborrowed. Other Information — Obligations under the Vistra Operations Credit Facilities are secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions set forth in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement includes collateral suspension provisions that become effective if Vistra Operations achieves unsecured investment-grade credit ratings from at least two ratings agencies and no term loans (as defined in the Vistra Operations Credit Agreement) remain outstanding (or the holders thereof agree to release their security interests). The collateral suspension provisions will remain in effect unless and until Vistra Operations ceases to maintain unsecured investment-grade ratings from at least two ratings agencies, at which time collateral reversion provisions would apply, subject to a 60 -day grace period. The Vistra Operations Credit Facilities also permit certain hedging agreements and cash management agreements to be secured on a pari-passu basis with the Vistra Operations Credit Facilities, provided such agreements satisfy the applicable criteria set forth therein. The Vistra Operations Credit Facilities contain customary affirmative and negative covenants applicable to Vistra Operations and its restricted subsidiaries, including affirmative covenants requiring the delivery of financial and other information to the administrative agent and restrictions on changes to lines of business. The negative covenants restrict Vistra Operations' (and its restricted subsidiaries') ability to incur additional indebtedness, make investments, dispose of assets, pay dividends, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement also includes a springing financial covenant with respect to the Revolving Credit Facility that, when applicable, would require compliance with a consolidated first lien net leverage ratio (or, during a collateral suspension period, a consolidated total net leverage ratio). Vistra Operations' ability to borrow under the Vistra Operations Credit Facilities is subject to the satisfaction of certain customary conditions precedent set forth therein. The Vistra Operations Credit Facilities provide for certain customary events of default, including events of default resulting from non-payment of principal, interest or fees when due, material breaches of representations and warranties, breaches of covenants in the Vistra Operations Credit Facilities or ancillary loan documents, cross-defaults under other agreements or instruments and the existence of material unpaid (or unstayed) judgments against Vistra Operations and certain of its subsidiaries. Upon the existence of an event of default, the Vistra Operations Credit Facilities provide that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders. The Vistra Operations Credit Agreement generally restricts the ability of Vistra Operations to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2025, Vistra Operations can distribute approximately $ 11.2 billion to Parent without the consent of any party. The amount available for distribution has been reduced by distributions made by Vistra Operations to Parent of approximately $ 1.625 billion, $ 1.705 billion, and $ 1.625 billion during the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to pay any taxes or general operating or corporate overhead expenses arising out of Parent's ownership or operation of Vistra Operations. As of December 31, 2025, all of the restricted net assets of Vistra Operations may be distributed to Parent. 116 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Vistra Operations Commodity-Linked Revolving Credit Facility As of December 31, 2025, Vistra Operations senior secured commodity-linked revolving credit facility (Commodity-Linked Facility) totaled $ 1.75 billion of aggregate available commitments. We have the flexibility, subject to our ability to obtain additional commitments, to further increase the size of the Commodity-Linked Facility to $ 3.0 billion. In October 2025, Vistra Operations amended the Commodity-Linked Facility to, among other things, extend the maturity date to September 30, 2026. As of December 31, 2025, the borrowing base of $ 1.422 billion is lower than the facility limit which represents the aggregate commitments of $ 1.75 billion. Borrowings under the Commodity-Linked Facility are included in short-term borrowings in the consolidated balance sheets. Under the Commodity-Linked Facility, the borrowing base is calculated on a weekly basis based on a set of theoretical transactions which approximate a portion of the hedge portfolio of Vistra Operations and certain of its subsidiaries in certain power markets, with availability thereunder not to exceed the aggregate available commitments nor be less than zero. Vistra Operations may, at its option, borrow an amount up to the borrowing base, as adjusted from time to time, provided that if outstanding borrowings at any time would exceed the borrowing base, Vistra Operations shall make a repayment to reduce outstanding borrowings to be less than or equal to the borrowing base. Vistra Operations intends to use any borrowings provided under the Commodity-Linked Facility to make cash postings as required under various commodity contracts to which Vistra Operations and its subsidiaries are parties as power prices increase from time to time and for other working capital and general corporate purposes. Interest on the Commodity-Linked Facility is based on either the Term SOFR or a daily simple SOFR rate, plus (i) a spread that ranges from 1.25 % to 2.00 %, and (ii) sustainability pricing adjustments based on certain sustainability-linked targets and thresholds. The fee on any undrawn amounts with respect to the Commodity-Linked Facility ranges from 17.5 basis points to 35.0 basis points. As of December 31, 2025, the applicable interest rate margins for borrowings outstanding under the Commodity-Linked Facility was 1.725 % and the fee on any undrawn amounts with respect to the Commodity-Linked Facility was 27.0 basis points. Interest and fees on the Commodity-Linked Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under the Commodity-Linked Facility was 5.45 %. BCOP Project-level Credit Facilities In December 2024, BCOP and its subsidiaries entered into the BCOP Credit Agreement to finance the development of the Baldwin and Coffeen solar generation and battery ESS facilities and the Oak Hill and Pulaski solar generation facilities located in Illinois and Texas. The BCOP Credit Agreement provides for (i) bridge loan commitments of $ 367 million for the Oak Hill and Pulaski projects (the Bridge Loans) and (ii) construction and term loan commitments of $ 528 million (the Construction/Term Loan Facility), together with debt service reserve letter of credit commitments of $ 29 million (the Debt Service Reserve and, collectively with the Bridge Loans and the Construction/Term Loan Facility, the BCOP Credit Facility). As of December 31, 2025, outstanding Bridge Loans totaled $ 106 million for Oak Hill and $ 261 million for Pulaski, with scheduled maturities in November 2025 and December 2026, respectively, subject to the terms of the BCOP Credit Agreement. In October 2025, the maturity date of the $ 106 million Oak Hill Bridge Loans was extended to January 30, 2026. Interest on the Bridge Loans is payable in arrears at the applicable Term SOFR rate elected in the related borrowing notice plus a fixed margin of 1.625 % per annum, and the weighted-average interest rate on outstanding Bridge Loan borrowings was 5.355 % as of December 31, 2025. Repayment of the Bridge Loans is guaranteed by Vistra as the beneficiary of the underlying investment tax credits expected to be generated by the applicable projects. In January 2026, Vistra repaid the $ 106 million Oak Hill Bridge Loan at maturity. The Construction/Term Loan Facility consists of (i) term loans supporting the Baldwin and Coffeen projects and (ii) construction loans used to fund the Oak Hill and Pulaski projects during their construction periods, which convert to term loans upon each project's achievement of commercial operation and satisfaction of the applicable term conversion conditions. Construction and term loan activity during 2025 included the following: • Baldwin and Coffeen : In April 2025, BCOP funded $ 75 million and $ 45 million of term loans for the Baldwin and Coffeen projects, respectively, each of which will mature in December 2029. In addition, BCOP issued $ 7 million of letters of credit under the Debt Service Reserve facility to support these term loans. • Oak Hill : In May 2025, BCOP funded $ 88 million of construction loans for the Oak Hill project with a scheduled maturity in November 2025. In October 2025, the Oak Hill project achieved commercial operation, and the construction loans automatically converted into a term loan maturing in December 2029. 117 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • Pulaski : In July, August, and December 2025, BCOP funded an aggregate of $ 297 million of construction loans for the Pulaski project. These construction loans mature in December 2026 and, subject to satisfaction of certain conditions, will convert into a term loan maturing in December 2029. Interest on construction and term loans under the Construction/Term Loan Facility is payable in arrears at the applicable Term SOFR rate elected in the borrowing notice plus a fixed margin of 1.875 % per annum for construction loans and 2.000 % per annum for term loans. The weighted-average interest rate on outstanding construction and term loan borrowings was 5.821 % as of December 31, 2025. Beginning on the applicable term funding or term conversion date, the term loans amortize over a 20-year period, with principal and interest payments funded from the cash flows generated by the underlying projects. Fees on issued debt service reserve letters of credit accrue at 2.000 % per annum and are payable in arrears. Commitment fees on undrawn loan commitments and unissued letter of credit commitments are payable quarterly in arrears at a fixed percentage of the applicable loan margin. BCOP's obligations under the BCOP Credit Agreement are guaranteed by subsidiaries of BCOP but are otherwise non-recourse to Vistra Operations and its other subsidiaries. Vistra Zero Project-level Credit Agreement In March 2024, Vistra Zero Operating entered into the Vistra Zero Credit Agreement. The Vistra Zero Credit Agreement provides for a senior secured term loan (Term Loan B Facility) of up to $ 700 million, which Vistra Zero Operating borrowed in its entirety in March 2024. Net proceeds of $ 690 million were used (i) to pay issuance costs and (ii) for working capital and general corporate purposes. Vistra Zero Operating's obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating, but are otherwise non-recourse to Vistra Operations and its other subsidiaries. Interest on the Term Loan B Facility is based on Term SOFR plus 2.00 % per annum. Interest periods for Term SOFR loans are for one-, three-, or six-month periods with interest paid in arrears. The weighted average interest rates before taking into consideration interest rate swaps on outstanding borrowings of $ 697 million was 5.716 % as of December 31, 2025. The Vistra Zero Credit Agreement contains customary covenants and warranties which are generally consistent in scope with the Vistra Operations Credit Agreement, except that there is no financial maintenance covenant in the Vistra Zero Credit Agreement. Vistra Zero Operating's obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating but are otherwise non-recourse to Vistra Operations and its other subsidiaries. Letter of Credit Facilities Vistra Operations Secured Letter of Credit Facilities Between August 2020 and December 2025, we entered into uncommitted standby letter of credit facilities with various banks (each, a Secured LOC Facility and collectively, the Secured LOC Facilities). The Secured LOC Facilities are secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranks pari passu with the Vistra Operations Credit Facilities). The Secured LOC Facilities do not have stated expiration dates and are used for general corporate purposes. As of December 31, 2025, $ 1.332 billion of letters of credit were outstanding under the Secured LOC Facilities. Vistra Operations Unsecured Alternative Letter of Credit Facilities In March 2024, we entered into unsecured alternative letter of credit facilities (Alternative LOC Facilities) to be used for general corporate purposes. In October 2025, the Alternative LOC Facilities were amended to increase the commitment cap from $ 500 million to a total of $ 800 million. As of December 31, 2025, the total capacity was $ 760 million and $ 608 million of letters of credit were outstanding under the Alternative LOC Facilities. The commitments under the Alternative LOC Facilities terminate in December 2028. There are no financial maintenance covenants in the Alternative LOC Facilities. 118 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial Covenants The Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement each includes a covenant, solely with respect to the Revolving Credit Facility and the Commodity-Linked Facility and solely during a compliance period (which, in general, is applicable when the aggregate revolving borrowings and revolving letters of credit outstanding (excluding all undrawn revolving letters of credit and cash collateralized backstopped revolving letters of credit) exceed 35 % of the revolving commitments), that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, during a collateral suspension period, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). In addition, each of the Secured LOC Facilities includes a covenant that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, for certain facilities that include a collateral suspension mechanism, during a collateral suspension period, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). As of December 31, 2025, we were in compliance with the Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement and Secured LOC Facilities financial covenants. Vistra Operations Senior Secured Notes Vistra Operations issues and sells its senior secured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Secured Notes). The indenture (as may be amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) governing the Senior Secured Notes provides for the full and unconditional guarantee by certain of Vistra Operations' current and future subsidiaries that also guarantee the Vistra Operations Credit Facilities. The Senior Secured Notes are secured by a first-priority security interest in the same collateral that is pledged for the benefit of the lenders under the Vistra Operations Credit Facilities and contains certain covenants and restrictions consistent with the Vistra Operations Credit Facilities. In January 2026, Vistra Operations issued $ 2.25 billion aggregate principal amount of senior secured notes, consisting of $ 1.0 billion aggregate principal amount of 4.700 % senior secured notes due 2031 ( 4.700 % Senior Secured Notes) and $ 1.250 billion aggregate principal amount of 5.350 % senior secured notes due 2036 ( 5.350 % Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on January 31 and July 31 beginning July 31, 2026. Net proceeds totaling approximately $ 2.230 billion, together with cash on hand, will be used to (i) fund a portion of the consideration for the Cogentrix Transaction (see Note 2 for additional information), (ii) for general corporate purposes, including to repay existing indebtedness, and (iii) to pay fees and expenses related to the offering. In October 2025, Vistra Operations issued $ 2.0 billion aggregate principal amount of senior secured notes, consisting of $ 750 million aggregate principal amount of 4.300 % senior secured notes due 2028 ( 4.300 % Senior Secured Notes), $ 500 million aggregate principal amount of 4.600 % senior secured notes due 2030 ( 4.600 % Senior Secured Notes) and $ 750 million aggregate principal amount of 5.250 % senior secured notes due 2035 ( 5.250 % Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on April 15 and October 15 beginning April 15, 2026. Net proceeds totaling approximately $ 1.984 billion, together with cash on hand, will be used for (i) to support refinancing activities for outstanding indebtedness (see Vistra Operations Senior Unsecured Notes below), (ii) for general corporate purposes, including to fund a portion of the Lotus Acquisition (see Note 2 for additional information), and (iii) to pay fees and expenses related to the offering. In May 2025, the $ 744 million outstanding principal amount of the 5.125 % Senior Secured Notes due May 2025 was repaid at maturity. Energy Harbor Revenue Bonds Various governmental entities in Ohio and Pennsylvania have issued multiple tranches of revenue bonds for the benefit of Energy Harbor Generation LLC (EHG) or Energy Harbor Nuclear Generation LLC (EHNG); (collectively, the EH entities), in an aggregate principal amount of $ 431 million. The relevant EH entity is obligated to provide contractual payments to the applicable issuer of the revenue bonds to service the principal and interest on the revenue bonds, the payment of which is indirectly secured by all or substantially all of the assets of the EH entities under various mortgage bonds issued by the EH entities. In the event of a default by the EH entities of their contractual obligation to pay principal and interest in respect of the revenue bonds, the trustee of the revenue bonds would be able to call the mortgage bonds due and, if unpaid, foreclose on the assets securing the mortgage bonds. The obligations of the EH entities in respect of the revenue bonds and related mortgage bonds are guaranteed on an unsecured basis by Energy Harbor and Vistra. 119 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Vistra Operations Senior Unsecured Notes Vistra Operations issues and sells its senior unsecured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Unsecured Notes). The indentures (as may be amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) governing the Senior Unsecured Notes provide for the full and unconditional guarantee by the Guarantor Subsidiaries. The Vistra Operations Senior Unsecured Indentures contain certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets. In October 2025, Vistra Operations used a portion of the proceeds from the October 2025 issuance of Vistra Operations Senior Secured Notes discussed above to redeem the $ 1.0 billion outstanding principal amount of 5.500 % Senior Unsecured Notes due 2026. Other Debt Activity As part of the Lotus Acquisition in October 2025, Vistra assumed a senior secured credit facility with an existing $ 803 million term loan due August 1, 2030. In November 2025, we repaid the term loan for $ 808 million including accrued interest and fees. Accounts Receivable Financing Accounts Receivable Securitization Program TXU Energy Receivables Company LLC (RecCo), an indirect subsidiary of Vistra, has an accounts receivable financing facility (Receivables Facility) provided by issuers of asset-backed commercial paper and commercial banks (Purchasers). In June 2025, the Receivables Facility was amended to add Dynegy Energy Services Mid-Atlantic, LLC. In July 2025, the Receivables Facility was amended to increase the purchase limit from $ 1.0 billion to $ 1.1 billion and to extend the term of the Receivables Facility to July 2026. In connection with the Receivables Facility, TXU Energy, Dynegy Energy Services, Dynegy Energy Services Mid-Atlantic, LLC., Ambit Texas, Value Based Brands, Energy Harbor LLC and TriEagle Energy, each indirect subsidiaries of Vistra and originators under the Receivables Facility (Originators), each sell and/or contribute, subject to certain exclusions, all of its receivables (other than any receivables excluded pursuant to the terms of the Receivables Facility), arising from the sale of electricity to its customers and related rights (Receivables), to RecCo, a consolidated, wholly owned, bankruptcy-remote, direct subsidiary of TXU Energy. RecCo, in turn, is subject to certain conditions, and may draw under the Receivables Facility up to the limit described above to fund its acquisition of the Receivables from the Originators. RecCo has granted a security interest on the Receivables and all related assets for the benefit of the Purchasers under the Receivables Facility and Vistra Operations has agreed to guarantee the performance of the obligations of the Originators and TXU Energy, as the servicer, under the agreements governing the Receivables Facility. Amounts funded by the Purchasers to RecCo are reflected as accounts receivables financing in the consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the consolidated statements of cash flows. Receivables transferred to the Purchasers remain on Vistra's balance sheet and Vistra reflects a liability equal to the amount advanced by the Purchasers. The Company records interest expense on amounts advanced. TXU Energy continues to service, administer and collect the Receivables on behalf of RecCo and the Purchasers, as applicable. As of December 31, 2025, outstanding borrowings under the Receivables Facility totaled $ 1.1 billion and were supported by $ 1.538 billion of RecCo gross receivables. As of December 31, 2024, there were $ 750 million in outstanding borrowings under the Receivables Facility. 120 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Repurchase Facility TXU Energy and the other Originators under the Receivables Facility have a repurchase facility (Repurchase Facility) that is provided on an uncommitted basis by a commercial bank as buyer (Buyer). In July 2025, the Repurchase Facility was renewed until July 2026 while maintaining the facility size of $ 125 million. The Repurchase Facility is collateralized by a subordinated note (Subordinated Note) issued by RecCo in favor of TXU Energy for the benefit of Originators under the Receivables Facility and represents a portion of the outstanding balance of the purchase price paid for the Receivables sold by the Originators to RecCo under the Receivables Facility. Under the Repurchase Facility, TXU Energy may request that Buyer transfer funds to TXU Energy in exchange for a transfer of the Subordinated Note, with a simultaneous agreement by TXU Energy to transfer funds to Buyer at a date certain or on demand in exchange for the return of the Subordinated Note (collectively, the Repo Transaction). Each Repo Transaction is expected to have a term of one month , unless terminated earlier on demand by TXU Energy or terminated by Buyer after an event of default. TXU Energy and the other Originators have each granted Buyer a first-priority security interest in the Subordinated Note to secure its obligations under the agreements governing the Repurchase Facility, and Vistra Operations has agreed to guarantee the obligations under the agreements governing the Repurchase Facility. Unless earlier terminated under the agreements governing the Repurchase Facility, the Repurchase Facility will terminate concurrently with the scheduled termination of the Receivables Facility. As of December 31, 2025, outstanding borrowings under the Repurchase Facility totaled $ 125 million. There were no outstanding borrowings under the Repurchase Facility as of December 31, 2024. Forward Repurchase Obligation In accordance with the amended UPAs, on December 31, 2024, Vistra closed the acquisition of the Vistra Vision minority interest from Avenue and Nuveen. Vistra paid Avenue for the purchase of their minority interest in Vistra Vision in full upon closing and paid Nuveen an initial payment at closing, with the remaining payments to Nuveen to be paid in multiple installments through December 31, 2026. Vistra Vision Holdings' remaining future payments to Nuveen are guaranteed by Vistra Operations and certain of its subsidiaries that guarantee Vistra Operations' unsecured notes. In June 2025 and December 2025, Vistra made scheduled installment payments to reduce the forward repurchase obligation by $ 781 million, including $ 703 million of principal and $ 78 million of interest. Principal and interest payments remaining due to Nuveen are as follows: December 31, 2025 (in millions) 2026 669 Thereafter — Total scheduled payments under the UPAs $ 669 The present value of the remaining payment obligations to Nuveen discounted at 6 % was $ 632 million at December 31, 2025 and is included in forward repurchase obligation due currently on the consolidated balance sheet. The amount discounted at 6 % was $ 1.335 billion at December 31, 2024, and is included in forward repurchase obligation due currently and forward repurchase obligation, less amounts due currently in the consolidated balance sheets. Interest Expense and Related Charges Year Ended December 31, 2025 2024 2023 (in millions) Interest expense $ 1,107 $ 936 $ 654 Unrealized mark-to-market net (gains) losses on interest rate swaps 67 ( 53 ) 36 Amortization of debt issuance costs, discounts, and premiums 46 34 26 Debt extinguishment gain — ( 6 ) ( 3 ) Capitalized interest ( 125 ) ( 77 ) ( 37 ) Other 84 66 64 Total interest expense and related charges $ 1,179 $ 900 $ 740 121 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The weighted average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps discussed in Note 13, was 5.18 %, 5.23 %, and 5.69 % as of December 31, 2025, 2024 and 2023, respectively. 12. LEASES Vistra has both finance and operating leases for real estate, rail cars and equipment. Our leases have remaining lease terms for 1 to 41 years. Our leases include options to renew up to 15 years. Certain leases also contain options to terminate the lease. Lease Cost The following table presents costs related to lease activities: Year Ended December 31, 2025 2024 2023 (in millions) Operating lease cost $ 16 $ 17 $ 12 Finance lease: Finance lease right-of-use asset amortization 9 8 10 Interest on lease liabilities 11 11 11 Total finance lease cost 20 19 21 Variable lease cost (a) 24 29 37 Short-term lease cost 22 56 44 Total lease cost $ 82 $ 121 $ 114
(a) Represents coal stockpile management services, common area maintenance services, and rail car payments based on the number of rail cars used. Balance Sheet Information The following table presents lease related balance sheet information: December 31, 2025 2024 (in millions) Lease assets: Operating lease right-of-use assets (reported in other noncurrent assets in the consolidated balance sheets) $ 98 $ 106 Finance lease right-of-use assets, net of accumulated amortization (reported in property, plant, and equipment in the consolidated balance sheets) 149 $ 153 Total lease right-of-use assets $ 247 $ 259 Current lease liabilities (reported in other current liabilities in the consolidated balance sheets): Operating lease liabilities $ 13 $ 13 Finance lease liabilities 4 9 Total current lease liabilities 17 22 Noncurrent lease liabilities (reported in other noncurrent liabilities and deferred credits in the consolidated balance sheets): Operating lease liabilities 92 98 Finance lease liabilities 218 218 Total noncurrent lease liabilities 310 316 Total lease liabilities $ 327 $ 338 122 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Supplemental Cash Flow Information The following table presents lease related cash flows and other information: Year Ended December 31, 2025 2024 2023 (in millions) Non-cash disclosure upon commencement of new lease: Right-of-use assets obtained in exchange for new operating lease liabilities $ 24 $ 68 $ 3 Right-of-use assets obtained in exchange for new finance lease liabilities 4 — — Non-cash disclosure upon modification of existing lease: Modification of operating lease right-of-use assets $ — $ 1 $ 7 Modification of finance lease right-of-use assets — — ( 1 ) Weighted Average Remaining Lease Term The following table presents weighted average remaining lease term information: December 31, 2025 2024 Weighted average remaining lease term: Operating lease 24.2 years 23.8 years Finance lease 23.1 years 23.7 years Weighted average discount rate: Operating lease 7.63 % 7.85 % Finance lease 4.84 % 4.82 % Maturity of Lease Liabilities The following table presents maturity of lease liabilities: Operating Lease Finance Lease Total Lease (in millions) 2026 $ 18 $ 15 $ 33 2027 15 14 29 2028 10 15 25 2029 8 13 21 2030 8 14 22 Thereafter 191 327 518 Total lease payments 250 398 648 Less: Imputed interest ( 145 ) ( 176 ) ( 321 ) Present value of lease liabilities $ 105 $ 222 $ 327 13. DERIVATIVES We utilize derivative instruments, such as options, swaps, futures, and forward contracts to manage our exposure to commodity price and interest rate volatility. Counterparties to these transactions include energy companies, financial institutions, electric utilities, independent power producers, fuel oil and natural gas producers, local distribution companies, and energy marketing companies. 123 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Commodity Derivatives We utilize financial natural gas and financial and physical electricity derivatives to reduce exposure to changes in electricity prices primarily to hedge future revenues from electricity sales from our generation assets. Financial transmission rights and congestion revenue rights are derivative instruments we utilize to hedge electricity price differences between settlement points within regions. Gains and losses associated with these derivatives are reported in the consolidated statements of operations in operating revenues. We utilize physical natural gas, coal, emissions, and renewable energy certificate derivatives primarily to hedge future purchased power costs of our retail operations or fuel costs of our generation assets. Gains and losses associated with these derivatives are reported in the consolidated statements of operations in fuel, purchased power costs, and delivery fees. Our Retail segment procures power from our generation segments to serve future load obligations. In locations and periods where our load service activities do not naturally offset existing generation portfolio risks, remaining commodity price exposure is managed through portfolio hedging activities. Interest Rate Swaps Interest rate swap agreements are used to reduce exposure to interest rate changes by converting floating-rate interest rates to fixed rates, thereby hedging future interest costs and related cash flows. Gains and losses associated with these derivatives are reported in the consolidated statements of operations in interest expense and related charges. As of December 31, 2025, Vistra has entered into the following interest rate swaps: Notional Amount Expiration Date Rate Range (d) (in millions, except percentages) Swapped to fixed (a) $ 3,000 July 2026 2.89 % - 2.97 % Swapped to variable (a) $ 700 July 2026 1.44 % - 1.49 % Swapped to fixed (b) $ 2,300 December 2030 3.20 % - 3.76 % Swapped to fixed (c) $ 416 March, July and October 2045 3.95 % - 4.09 %
(a) The $ 700 million of pay variable rate and receive fixed rate swaps match the terms of a portion of the $ 3.0 billion pay fixed rate and receive variable rate swaps. These matched swaps will settle over time and effectively offset the hedged position. These offsetting swaps expiring in July 2026 hedge our exposure on $ 2.3 billion of variable rate debt through July 2026. (b) Effective from July 2026 through December 2030. These swaps will hedge our exposure on $ 2.3 billion of floating rate debt from August 2026 through December 2030. (c) In March 2025, May 2025, and July 2025, BCOP entered into interest rate swaps with notional amounts of approximately $ 108 million, $ 70 million, and $ 238 million, respectively. These swaps are effective as of April 2025, October 2025, and October 2026, and will expire in March 2045, October 2045 and July 2045, respectively. These swaps are intended to hedge BCOP's exposure on approximately $ 416 million of floating rate Construction/Term Loan Facility commitments issued under the BCOP Credit Agreement. (see Note 11 for additional information). (d) The rate ranges reflect the fixed leg of each swap at the applicable Term SOFR rate. 124 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Effect of Derivative Instruments on the Consolidated Balance Sheets We maintain standardized master netting agreements with certain counterparties that allow for the right to offset accounts payable, accounts receivable, and cash collateral paid in order to reduce credit exposure. The following tables reconcile our gross derivative assets and liabilities as reported in the consolidated balance sheets to the net value on a contract basis, after taking into consideration netting arrangements with counterparties and cash collateral recorded. December 31, 2025 Derivative Contract Assets Derivative Contract Liabilities Commodity Contracts Interest Rate Swaps Commodity Contracts Interest Rate Swaps Total (in millions) Current assets $ 2,778 $ 10 $ 5 $ — $ 2,793 Noncurrent assets 396 8 1 — 405 Current liabilities — ( 1 ) ( 4,038 ) ( 10 ) ( 4,049 ) Noncurrent liabilities ( 2 ) — ( 1,716 ) ( 11 ) ( 1,729 ) Net assets (liabilities) $ 3,172 $ 17 $ ( 5,748 ) $ ( 21 ) $ ( 2,580 ) Offsetting instruments (a) $ ( 2,622 ) $ ( 10 ) $ 2,622 $ 10 — Financial collateral (received) pledged (b) $ ( 7 ) $ — $ 891 $ — 884 Net amounts $ 543 $ 7 $ ( 2,235 ) $ ( 11 ) $ ( 1,696 ) December 31, 2024 Derivative Contract Assets Derivative Contract Liabilities Commodity Contracts Interest Rate Swaps Commodity Contracts Interest Rate Swaps Total (in millions) Current assets $ 2,551 $ 34 $ 2 $ — $ 2,587 Noncurrent assets 677 62 1 — 740 Current liabilities — — ( 3,333 ) ( 18 ) ( 3,351 ) Noncurrent liabilities ( 2 ) — ( 1,356 ) ( 9 ) ( 1,367 ) Net assets (liabilities) $ 3,226 $ 96 $ ( 4,686 ) $ ( 27 ) $ ( 1,391 ) Offsetting instruments (a) $ ( 2,532 ) $ ( 28 ) $ 2,532 $ 28 — Financial collateral (received) pledged (b) $ ( 50 ) $ — $ 233 $ — 183 Net amounts $ 644 $ 68 $ ( 1,921 ) $ 1 $ ( 1,208 )
(a) Amounts presented exclude trade accounts receivable and payable related to settled financial instruments. (b) Represents cash amounts received or pledged pursuant to a master netting arrangement, including fair value-based margin requirements, and, to a lesser extent, initial margin requirements. 125 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Effect of Derivative Instruments in the Consolidated Statements of Operations The following table summarizes the location and amount of unrealized gains and losses from our derivative instruments recorded in the consolidated statements of operations for the periods presented. Year Ended December 31, Derivative (consolidated statements of operations presentation) 2025 2024 2023 (in millions) Reversals of previously recognized unrealized (gain) loss on derivative instruments: Commodity contracts unrealized (gain) loss in operating revenues (a) $ 1,045 $ 1,140 $ 1,472 Commodity contracts unrealized (gain) loss in fuel, purchased power costs, and delivery fees (a) ( 75 ) 73 171 Interest rate swaps unrealized (gain) loss in interest expense and related charges ( 15 ) ( 41 ) ( 78 ) Total reversals of previously recognized unrealized (gain) loss on derivative instruments $ 955 $ 1,172 $ 1,565 Unrealized net gain (loss) from changes in fair value on derivative instruments: Commodity contracts unrealized gain (loss) in operating revenues $ ( 1,811 ) $ ( 127 ) $ ( 758 ) Commodity contracts unrealized gain (loss) in fuel, purchased power costs, and delivery fees 33 69 ( 395 ) Interest rate swaps unrealized gain (loss) in interest expense and related charges ( 52 ) 94 42 Total unrealized net gain (loss) from change in fair value on derivative instruments $ ( 1,830 ) $ 36 $ ( 1,111 ) Net unrealized gain (loss) on derivative instruments $ ( 875 ) $ 1,208 $ 454
(a) Excludes the realized effects of changes in fair value in the month the position settled, amounts related to positions entered into and settled in the same month, and physical retail and wholesale contracts accounted for as derivatives that did not financially settle but were realized at the contract's notional and price. The realized effects of these items are included in operating revenues and fuel, purchased power costs, and delivery fees. Derivative Volumes The following table presents the gross notional amounts of derivative volumes by commodity, excluding our NPNS derivatives that are not recorded at fair value: December 31, 2025 December 31, 2024 Derivative type Notional Volume Unit of Measure Natural gas 3,742 4,568 Million MMBtu Electricity 996,777 796,982 GWh Financial transmission rights / Congestion revenue rights 249,400 248,742 GWh Coal 22 27 Million U.S. tons Fuel oil 8 2 Million gallons Emissions 13 28 Million U.S. tons Renewable energy certificates 31 31 Million certificates Interest rate swaps – variable/fixed $ 5,716 $ 5,300 Million U.S. dollars Interest rate swaps - fixed/variable $ 700 $ 700 Million U.S. dollars 126 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Risk-Related Contingent Features of Derivatives Our derivative contracts may contain certain credit risk-related contingent features that could trigger liquidity requirements in the form of cash collateral, letters of credit or some other form of credit enhancement. Certain of these agreements may require the posting of additional collateral if our credit rating is downgraded by one or more credit rating agencies or include cross-default contractual provisions that could result in the settlement of such contracts if there was a failure under other financing arrangements related to payment terms or other covenants. The following table presents the commodity derivative liabilities subject to credit risk-related contingent features that are not fully collateralized: December 31, 2025 2024 (in millions) Fair value of derivative contract liabilities (a) $ ( 1,822 ) $ ( 1,587 ) Offsetting fair value under netting arrangements (b) 528 724 Cash collateral and letters of credit 331 471 Liquidity exposure $ ( 963 ) $ ( 392 )
(a) Excludes fair value of contracts that contain contingent features that do not provide specific amounts to be posted if features are triggered, including provisions that generally provide the right to request additional collateral (material adverse change, performance assurance and other clauses). (b) Amounts include the offsetting fair value of in-the-money derivative contracts and net accounts receivable under master netting arrangements. Concentrations of Credit Risk Related to Derivatives We have concentrations of credit risk with the counterparties to our derivative contracts that increase the risk that a default by any of our counterparties could have a material effect on our financial condition, results of operations and liquidity. We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies authorize specific risk mitigation procedures including, but not limited to, (i) requiring counterparties to have investment grade credit ratings, (ii) use of standardized master agreements with our counterparties that allow for netting of positive and negative exposures, and (iii) credit enhancements (such as parent guarantees, letters of credit, surety bonds, liens on assets and margin deposits) that are required in the event of a material downgrade in their credit rating. December 31, 2025 (in millions, except percentages) Credit risk exposure to derivative contract counterparties: Gross exposure $ 3,777 Net exposure (a) $ 807 Largest net exposure from any single counterparty (a) $ 331 Percent of credit risk exposure to derivative contract counterparties related to banking and financial sector: Gross exposure 72 % Net exposure (a) 10 %
(a) Exposure after taking into effect netting arrangements, setoff provisions, and collateral. 127 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 14. FAIR VALUE MEASUREMENTS Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect our own market assumptions. We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy as defined by GAAP: • Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2 valuations use over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means, and other valuation inputs such as interest rates and yield curves observable at commonly quoted intervals. • Level 3 valuations use unobservable inputs for the asset or liability, typically reflecting our estimate of assumptions that market participants would use in pricing the asset or liability. The fair value is therefore determined using model-based techniques, including discounted cash flow models. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis consisted of the following at the respective balance sheet dates shown below: December 31, 2025 December 31, 2024 Level 1 Level 2 Level 3 Reclass (a) Total Level 1 Level 2 Level 3 Reclass (a) Total (in millions) Assets: Commodity contracts (b) $ 2,162 $ 437 $ 573 $ 8 $ 3,180 $ 1,923 $ 462 $ 841 $ 5 $ 3,231 Interest rate swaps (b) — 17 — 1 18 — 96 — — 96 NDTs – equity securities (c)(d) 1,761 — — 1,761 1,560 — — 1,560 NDTs – debt securities (c)(e) 117 1,971 — 2,088 83 1,976 — 2,059 Sub-total $ 4,040 $ 2,425 $ 573 $ 9 7,047 $ 3,566 $ 2,534 $ 841 $ 5 6,946 Assets measured at net asset value (f): NDTs – equity securities (c)(d)(f) 806 821 NDTs – debt securities (c)(e)(f) 329 — NDTs - other investments (c)(f) 28 — Total assets $ 8,210 $ 7,767 Liabilities: Commodity contracts (b) $ 3,060 $ 846 $ 1,842 $ 8 $ 5,756 $ 2,118 $ 975 $ 1,593 $ 5 $ 4,691 Interest rate swaps (b) — 21 — 1 22 — 27 — — 27 Total liabilities $ 3,060 $ 867 $ 1,842 $ 9 $ 5,778 $ 2,118 $ 1,002 $ 1,593 $ 5 $ 4,718
(a) Fair values for each level are determined on a contract basis, but certain contracts are in both an asset and a liability position. This reclassification represents the adjustment needed to reconcile to the gross amounts presented in the consolidated balance sheets. (b) See Note 13 for additional information. 128 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (c) NDT assets represent securities held for the purpose of funding the future retirement and decommissioning of our nuclear generation facilities. These investments include equity, debt and other securities consistent with investment rules established by the NRC and the PUCT. The NDT investments are included in Investments in the consolidated balance sheets. There were no significant concentrations of credit risk from an individual counterparty or groups of counterparties in our NDT portfolio as of December 31, 2025. (d) The investment objective for NDT equity securities is to invest tax efficiently and to match the performance of the S&P 500 and Russell 3000 Indices for U.S. equity investments and the MSCI EAFE and MSCI All Country World ex-US Indices for non-U.S. equity investments. (e) The investment objective for NDT debt securities is to invest in a diversified, high quality, tax efficient portfolio. The debt securities are weighted with government and investment grade corporate bonds. Other investable debt securities include, but are not limited to, municipal bonds, high yield bonds, securitized bonds, non-U.S. developed bonds, emerging market bonds, loans and treasury inflation-protected securities. The debt securities had an average coupon rate of 4.02 % and 3.99 % as of December 31, 2025 and 2024, respectively, and an average maturity of eight years and seven years as of December 31, 2025 and 2024, respectively. NDT debt securities held as of December 31, 2025 mature as follows: $ 848 million in one to five years, $ 1.114 billion in five to 10 years and $ 455 million after 10 years. (f) Net asset value is a practical expedient used for the classification of assets that do not have readily determinable fair values and therefore are not classified in the fair value hierarchy. This amount is presented to permit reconciliation of this table to the amounts presented in the consolidated balance sheets. The following tables present the fair value of Level 3 assets and liabilities by major contract type and the significant unobservable inputs used in the valuations as of December 31, 2025 and 2024: December 31, 2025 Fair Value Contract Type (a) Assets Liabilities Total, Net Valuation Technique Significant Unobservable Input Range (b) Average (b) (in millions) Electricity purchases and sales $ 269 $ ( 1,607 ) $ ( 1,338 ) Income Approach Hourly price curve shape (c) $ — to $ 95 $ 48 MWh Illiquid delivery periods for hub power prices (d) $ 25 to $ 135 $ 80 MWh Market Heat Rates (d) $ 25 to $ 130 $ 78 MWh Options — ( 177 ) ( 177 ) Option Pricing Model Natural gas to power correlation (e) 15 % to 100 % 58 % Power and natural gas volatility (e) 5 % to 1,120 % 563 % Financial transmission rights/Congestion revenue rights 277 ( 34 ) 243 Market Approach (f) Illiquid price differences between settlement points (g) $ ( 12 ) to $ 25 $ 7 MWh Natural gas 16 ( 24 ) ( 8 ) Income Approach Natural gas basis (h) $ ( 2 ) to $ 14 $ 6 MMBtu Illiquid delivery periods (i) $ 3 to $ 5 $ 4 MMBtu Other (j) 11 — 11 Total $ 573 $ ( 1,842 ) $ ( 1,269 ) 129 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 Fair Value Contract Type (a) Assets Liabilities Total, Net Valuation Technique Significant Unobservable Input Range (b) Average (b) (in millions) Electricity purchases and sales $ 606 $ ( 1,399 ) $ ( 793 ) Income Approach Hourly price curve shape (c) $ — to $ 95 $ 48 MWh Illiquid delivery periods for hub power prices and Heat Rates (d) $ 25 to $ 140 $ 83 MWh Market Heat Rates (d) $ 30 $ 150 $ 90 MWh Options 6 ( 139 ) ( 133 ) Option Pricing Model Natural gas to power correlation (e) 10 % to 100 % 55 % Power and natural gas volatility (e) 5 % to 710 % 358 % Financial transmission rights/Congestion revenue rights 190 ( 25 ) 165 Market Approach (f) Illiquid price differences between settlement points (g) $ ( 35 ) to $ 20 $ ( 8 ) MWh Natural gas 29 ( 30 ) ( 1 ) Income Approach Natural gas basis (h) $ — to $ 10 $ 5 MMBtu Illiquid delivery periods (i) $ — to $ 5 $ 2 MMBtu Other (j) 10 — 10 Total $ 841 $ ( 1,593 ) $ ( 752 )
(a) (i) Electricity purchase and sales contracts include power and Heat Rate positions in ERCOT, PJM, ISO-NE, NYISO, MISO, and CAISO regions, (ii) Options consist of physical electricity options, spread options and natural gas options, (iii) Forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points are referred to as congestion revenue rights (CRRs) in ERCOT and financial transmission rights (FTRs) in PJM, ISO-NE, NYISO, and MISO regions, and (iv) Natural gas contracts include swaps and forward contracts. (b) The range of the inputs may be influenced by factors such as time of day, delivery period, season, and location. The average represents the arithmetic average of the underlying inputs and is not weighted by the related fair value or notional amount. (c) Primarily based on the historical range of forward average hourly ERCOT North Hub and ERCOT South and West Zone prices. (d) Primarily based on historical forward ERCOT and PJM power prices and ERCOT Heat Rate variability. (e) Primarily based on the historical forward correlation and volatility within ERCOT and PJM. (f) While we use the market approach, there is insufficient market data for the inputs to the valuation to consider the valuation liquid. (g) Primarily based on the historical price differences between settlement points within ERCOT hubs and load zones. (h) Primarily based on the historical forward PJM and Northeast natural gas basis prices and fixed prices. (i) Primarily based on the historical forward natural gas fixed prices. (j) Other includes contracts for coal and environmental allowances. 130 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the changes in fair value of Level 3 assets and liabilities: Year Ended December 31, 2025 2024 2023 (in millions) Net liability balance at beginning of period $ ( 752 ) $ ( 1,044 ) $ ( 1,219 ) Total unrealized valuation gains (losses) ( 548 ) ( 175 ) ( 765 ) Purchases, issuances and settlements (a): Purchases 313 266 222 Issuances ( 25 ) ( 26 ) ( 30 ) Settlements ( 147 ) 137 136 Transfers into Level 3 (b) ( 8 ) ( 15 ) ( 48 ) Transfers out of Level 3 (b) 308 118 660 Net liabilities assumed in connection with acquisitions ( 410 ) ( 13 ) — Net change ( 517 ) 292 175 Net liability balance at end of period $ ( 1,269 ) $ ( 752 ) $ ( 1,044 ) Unrealized valuation losses relating to instruments held at end of period $ ( 555 ) $ ( 416 ) $ ( 676 )
(a) Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received, including CRRs and FTRs. (b) Includes transfers due to changes in the observability of significant inputs. All Level 3 transfers during the periods presented are in and out of Level 2. For the year ended December 31, 2025, transfers into Level 3 primarily consist of power derivatives where forward pricing inputs have become unobservable and transfers out of Level 3 primarily consist of power derivatives where forward pricing inputs have become observable. For the year ended December 31, 2024, transfers into Level 3 primarily consist of power derivatives where forward pricing inputs have become unobservable and transfers out of Level 3 primarily consist of power and natural gas derivatives where forward pricing inputs have become observable. Assets and Liabilities Recorded on a Non-Recurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets and liabilities can include inventories, assets acquired and liabilities assumed in business combinations, goodwill and other long-lived assets that are written down to fair value when they are determined to be impaired or held for sale. The Energy Harbor Merger and the Lotus Acquisition were accounted for under the acquisition method which requires all assets acquired and liabilities assumed in the acquisition be recorded at fair value at the acquisition date. See Note 2 for additional information. Fair Value of Debt December 31, 2025 December 31, 2024 Instrument Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Long-term debt under the Vistra Operations Credit Facilities Level 2 $ 2,417 $ 2,459 $ 2,435 $ 2,478 BCOP Credit Facility Level 3 859 872 344 367 Vistra Zero Term Loan B Facility Level 2 687 688 685 697 Vistra Operations Senior Notes Level 2 12,620 12,955 12,366 12,428 Energy Harbor Revenue Bonds Level 2 416 433 414 431 Equipment Financing Agreements Level 3 45 45 54 53 Forward Repurchase Obligation Level 3 632 632 1,335 1,335 131 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We determine fair value in accordance with accounting standards. We obtain security pricing from an independent party who uses broker quotes and third-party pricing services to determine fair values. Where relevant, these prices are validated through subscription services such as Bloomberg. 15. ASSET RETIREMENT OBLIGATIONS Our asset retirement obligations (ARO) primarily relate to nuclear generation plant decommissioning, land reclamation related to lignite mining, remediation or closure of coal ash basins, and generation plant disposal costs. AROs are based on legal obligations associated with enacted law, regulatory, or contractual retirement requirements for which decommissioning timing and cost estimates are reasonably estimable. The following table summarizes the changes to our current and noncurrent ARO liabilities for the years ended December 31, 2025 and 2024: Nuclear Plant Decommissioning Land Reclamation, Coal Ash and Other Total (in millions) Liability at December 31, 2023 $ 1,742 $ 796 $ 2,538 Additions: Accretion (a) 130 40 170 Adjustment for change in estimates (b) — 90 90 Adjustment for obligations assumed through acquisition 1,368 — 1,368 Reductions: Payments — ( 88 ) ( 88 ) Liability at December 31, 2024 3,240 838 4,078 Additions: Accretion (a) 154 40 194 Adjustment for change in estimates (b) ( 20 ) 47 27 Adjustment for obligations assumed through acquisitions — 13 13 Reductions: Payments — ( 96 ) ( 96 ) Liability at December 31, 2025 3,374 842 4,216 Less amounts due currently — ( 181 ) ( 181 ) Noncurrent liability at December 31, 2025 $ 3,374 $ 661 $ 4,035
(a) For the years ended December 31, 2025 and 2024, nuclear plant decommissioning accretion includes $ 94 million and $ 74 million, respectively, of accretion expense recognized in operating costs in the consolidated statements of operations and $ 60 million and $ 56 million, respectively, reflected as a change in regulatory liability in the consolidated balance sheets. (b) There is a corresponding non-cash change in property, plant, and equipment related to land, reclamation, coal ash, and other ARO adjustments of $ 66 million and $ 52 million for the years ended December 31, 2025 and 2024, respectively. For the next five years, Vistra is projected to spend approximately $ 561 million (on a nominal basis) to achieve its mining reclamation and other coal ash remediation objectives. Nuclear Decommissioning AROs AROs for nuclear generation decommissioning relate to the Comanche Peak plant in ERCOT and the Beaver Valley, Perry, and Davis-Besse plants in PJM (the PJM nuclear facilities). To estimate our nuclear decommissioning obligations we use a discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning methods and are based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models, and discount rates. 132 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2025 and 2024, the carrying value of our ARO related to our Comanche Peak nuclear generation facility decommissioning totaled $ 1.838 billion and $ 1.797 billion, respectively, which is lower than the fair value of the assets contained in the Comanche Peak NDT of $ 2.589 billion and $ 2.249 billion, respectively. As of December 31, 2025 and 2024, the difference between the carrying value of the ARO and the NDT represents a regulatory liability of $ 751 million and $ 452 million, respectively, recorded to the consolidated balance sheets in other noncurrent liabilities and deferred credits since any excess funds in the NDT after decommissioning our Comanche Peak plant would be refunded to Oncor. The carrying value of our ARO for our PJM nuclear facilities was recorded at fair value on the Merger Date. ARO accretion expense attributable to the PJM nuclear facilities is reflected in operating costs in the consolidated statements of operations. ARO estimates for the PJM nuclear facilities will be evaluated on an individual unit basis at least every five years unless triggering events warrant a more frequent review. Any changes in ARO estimates are recorded as an increase or decrease in ARO liability along with a corresponding change to asset retirement cost asset within property, plant, and equipment in the consolidated balance sheets; however, if the ARO estimate decreases by more than the remaining ARO asset, the balance of the change is recorded as a reduction to operating costs in the consolidated statement of operations. 16. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS (OPEB) PLANS Vistra is the plan sponsor of the Vistra Retirement Plan (the Retirement Plan), which provides benefits to eligible employees of its subsidiaries. Oncor is a participant in the Retirement Plan. Effective January 1, 2018, Vistra entered into a contractual arrangement with Oncor whereby the costs associated with providing OPEB coverage for certain retirees (Split Participants) whose employment included service with both the regulated businesses of Oncor (or its predecessors) and the non-regulated businesses of Vistra (or its predecessors) are split between Oncor and Vistra. As Vistra accounts for its interests in the Retirement Plan as a multiple employer plan, only Vistra's share of the plan assets and obligations are reported in the pension benefit information presented below. The Retirement Plan is a qualified defined benefit pension plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (Code), and is subject to the provisions of ERISA. The Retirement Plan provides benefits to participants under one of two formulas: (i) a Cash Balance Formula under which participants earn monthly contribution credits based on their compensation and a combination of their age and years of service, plus monthly interest credits or (ii) a Traditional Retirement Plan Formula based on years of service and the average earnings of the three years of highest earnings. Under the Cash Balance Formula, future increases in earnings will not apply to prior service costs. It is our policy to fund the Retirement Plan assets only to the extent required under existing federal regulations. Since 2012, the Retirement Plan has been closed to new participants and the only participants who remain in the Retirement Plan are employees who were active prior to 2012, including retired collective bargaining unit employees. Accordingly, ongoing expenses associated with the Retirement plan are immaterial, including expenses associated with pensions plans acquired from Dynegy and Energy Harbor. Vistra and our participating subsidiaries offer other postretirement employee benefits (OPEB) in the form of certain health care and life insurance benefits to eligible retirees and their eligible dependents. The retiree contributions required for such coverage vary based on a formula depending on the retiree's age and years of service. Pension and OPEB Costs The following table summarizes the total benefit costs of our pension and OPEB plans for the years ended December 31, 2025, 2024 and 2023. The individual components of benefit costs, including service cost, interest cost, expected return on assets and the net amortization of unrecognized amounts from accumulated other comprehensive income were immaterial. Year Ended December 31, 2025 2024 2023 (in millions) Pension costs $ 6 $ 9 $ 9 OPEB costs 4 5 5 Total benefit costs recognized as expense $ 10 $ 14 $ 14 133 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Market-Related Value of Assets Held in Pension Benefit Trusts We use the calculated value method to determine the market-related value of the assets held in the trust for purposes of calculating pension costs. We include all gains or losses in the market-related value of assets over a rolling four-year period. Each year, 25 % of such gains and losses for the current year and for each of the preceding three years is included in the market-related value. Each year, the market-related value of assets is increased for contributions to the plan and investment income and is decreased for benefit payments and expenses for that year. Detailed Information Regarding Pension Plans and OPEB Benefits The following information is based on a December 31, 2025, 2024 and 2023 measurement dates: Retirement Plan OPEB Plans Year Ended December 31, Year Ended December 31, 2025 2024 2023 2025 2024 2023 Assumptions Used to Determine Benefit Obligations at Period End: Discount rate 5.39 % 5.63 % 4.97 % 5.36 % 5.62 % 4.98 % Expected rate of compensation increase (Vistra Plan) 3.50 % 3.50 % 3.64 % Expected rate of compensation increase (Dynegy Plan) 4.68 % 4.46 % Interest crediting rate for cash balance plans 4.50 % 3.75 % 3.50 % Retirement Plan OPEB Plans Year Ended December 31, Year Ended December 31, 2025 2024 2025 2024 (in millions, except percentages) Change in Pension and Postretirement Benefit Obligations: Projected benefit obligation at beginning of period $ 409 $ 425 $ 99 $ 108 Acquisitions — 23 — — Service cost 2 2 — 1 Interest cost 22 21 5 5 Participant contributions — — 3 3 Actuarial (gain) loss 13 ( 24 ) 3 ( 7 ) Benefits paid ( 33 ) ( 38 ) ( 12 ) ( 11 ) Projected benefit obligation at end of year $ 413 $ 409 $ 98 $ 99 Accumulated benefit obligation at end of year $ 412 $ 408 $ — $ — Change in Plan Assets: Fair value of assets at beginning of period $ 285 $ 285 $ 10 $ 12 Acquisitions — 18 — — Employer contributions 29 19 8 8 Participant contributions — — 3 2 Actual gain on assets 31 1 1 1 Transfers — — — ( 2 ) Benefits paid ( 33 ) ( 38 ) ( 12 ) ( 11 ) Fair value of assets at end of year $ 312 $ 285 $ 10 $ 10 Funded Status: Projected benefit obligation $ ( 413 ) $ ( 409 ) $ ( 98 ) $ ( 99 ) Fair value of assets 312 285 10 10 Funded status at end of year $ ( 101 ) $ ( 124 ) $ ( 88 ) $ ( 89 ) 134 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Retirement Plan OPEB Plans Year Ended December 31, Year Ended December 31, 2025 2024 2025 2024 Amounts Recognized in the Balance Sheet Consist of: Investments $ 1 $ 1 $ 2 $ 2 Other current liabilities — — ( 8 ) ( 8 ) Other noncurrent liabilities ( 102 ) ( 125 ) ( 82 ) ( 83 ) Net liability recognized $ ( 101 ) $ ( 124 ) $ ( 88 ) $ ( 89 ) Amounts Recognized in Accumulated Other Comprehensive Income Consist of: Net actuarial gain $ ( 4 ) $ ( 5 ) $ ( 19 ) $ ( 22 ) Prior services cost — — 1 1 Net actuarial gain and prior service cost $ ( 4 ) $ ( 5 ) $ ( 18 ) $ ( 21 ) Fair Value Measurement of Pension and OPEB Plan Assets Retirement Plan As of December 31, 2025 and 2024, all of the Retirement Plan assets were measured at fair value using the net asset value per share (or its equivalent) except as noted and consisted of the following: December 31, 2025 2024 (in millions) Asset Category: Cash commingled trusts $ 8 $ 6 Equity securities: Global equities 95 86 Fixed income securities: Corporate bonds (a) 79 79 Government bonds 55 42 Other (b) 29 28 Real estate 29 27 Hedge funds 17 17 Total assets measured at net asset value $ 312 $ 285
(a) Substantially all corporate bonds are rated investment grade by a major ratings agency such as Moody's. (b) Consists primarily of high-yield bonds, emerging market debt, bank loans, securitized bonds and private investment grade fixed income. OPEB Plans As of December 31, 2025 and 2024, the Vistra OPEB plan assets measured at fair value totaled $ 10 million and $ 10 million, respectively. At December 31, 2025 and 2024, assets consisted of $ 6 million and $ 7 million, respectively, of commingled funds valued at net asset value and $ 4 million and $ 3 million, respectively, of municipal bond, short- and medium-duration bond, and cash equivalent mutual funds classified as Level 1. 135 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pension Plans with Projected Benefit Obligations (PBO) and Accumulated Benefit Obligations (ABO) in Excess of Plan Assets The following table provides information regarding pension plans with PBO and ABO in excess of the fair value of plan assets. December 31, 2025 2024 (in millions) Pension Plans with PBO and ABO in Excess of Plan Assets: Projected benefit obligations $ 413 $ 409 Accumulated benefit obligation $ 412 $ 408 Plan assets $ 312 $ 285 Retirement Plan Investment Strategy and Asset Allocations Our investment objective for the Retirement Plan is to invest in a suitable mix of assets to meet the future benefit obligations at an acceptable level of risk, while minimizing the volatility of contributions. Fixed income securities held primarily consist of corporate bonds from a diversified range of companies, U.S. Treasuries and agency securities, and money market instruments. Equity securities are held to enhance returns by participating in a wide range of investment opportunities. International equity securities are used to further diversify the equity portfolio and may include investments in both developed and emerging markets. Real estate, hedge funds, and credit strategies (primarily high yield bonds and emerging market debt) provide additional portfolio diversification and return potential. The target asset allocation ranges of pension plan investments by asset category are as follows: Retirement Plan Target Allocation Ranges Asset Category: Vistra Plan Dynegy Plan Energy Harbor Plan Fixed income securities 50 % - 70 % 40 % - 50 % 52 % - 72 % Global equity securities 20 % - 28 % 28 % - 38 % 22 % - 30 % Real estate 2 % - 6 % 4 % - 8 % 4 % - 8 % Credit strategies 2 % - 6 % 4 % - 8 % 3 % - 7 % Hedge funds 2 % - 6 % 4 % - 8 % 1 % - 2 % Infrastructure funds 2 % - 6 % 4 % - 8 % Retirement Plan Expected Long-Term Rate of Return on Assets Assumption The Retirement Plan strategic asset allocation is determined in conjunction with the plan's advisors and utilizes a comprehensive Asset-Liability modeling approach to evaluate potential long-term outcomes of various investment strategies. The study incorporates long-term rate of return assumptions for each asset class based on historical and future expected asset class returns, current market conditions, rate of inflation, current prospects for economic growth, and taking into account the diversification benefits of investing in multiple asset classes and potential benefits of employing active investment management. Retirement Plan Expected Long-Term Rate of Return Asset Class: Vistra Plan Dynegy Plan Energy Harbor Plan Fixed income securities 5.6 % 5.2 % 5.3 % Global equity securities 6.6 % 6.6 % 6.6 % Real estate 6.0 % 6.0 % 6.0 % Credit strategies 6.9 % 6.9 % 6.9 % Hedge funds 6.9 % 6.9 % 6.9 % Infrastructure funds 8.0 % 8.0 % Weighted average 6.1 % 6.0 % 5.8 % 136 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Benefit Plan Assumed Health Care Cost Trend Rates The following tables provide information regarding the assumed health care cost trend rates. December 31, 2025 2024 Assumed Health Care Cost Trend Rates-Not Medicare Eligible: Health care cost trend rate assumed for next year 7.00 % 7.00 % Rate to which the cost trend is expected to decline (the ultimate trend rate) 4.50 % 4.50 % Year that the rate reaches the ultimate trend rate 2035 2034 Assumed Health Care Cost Trend Rates-Medicare Eligible: Health care cost trend rate assumed for next year (Vistra Plan) 10.00 % 15.70 % Health care cost trend rate assumed for next year (Split-Participant Plan) 9.90 % 13.80 % Rate to which the cost trend is expected to decline (the ultimate trend rate) 4.50 % 4.50 % Year that the rate reaches the ultimate trend rate 2035 2034 Significant Concentrations of Risk The plans' investments are exposed to risks such as interest rate, capital market and credit risks. We seek to optimize return on investment consistent with levels of liquidity and investment risk which are prudent and reasonable, given prevailing capital market conditions and other factors specific to us. While we recognize the importance of return, investments will be diversified in order to minimize the risk of large losses unless, under the circumstances, it is clearly prudent not to do so. There are also various restrictions and guidelines in place including limitations on types of investments allowed and portfolio weightings for certain investment securities to assist in the mitigation of the risk of large losses. Assumed Discount Rate We selected the assumed discount rates using the Aon AA Above Median yield curve, which is based on corporate bond yields and at December 31, 2025 consisted of 542 corporate bonds with an average rating of AA using Moody's, S&P and Fitch ratings. Contributions Contributions to the Retirement Plan for the years ended December 31, 2025, 2024 and 2023 totaled $ 29 million, $ 19 million, and zero , respectively, and contributions in 2026 are expected to total $ 13 million. OPEB plan funding for each of the years ended December 31, 2025, 2024 and 2023 totaled $ 8 million, $ 8 million, and $ 9 million, respectively, and funding in 2026 is expected to total $ 8 million. Future Benefit Payments Estimated future benefit payments to beneficiaries are as follows: 2026 2027 2028 2029 2030 2031-2035 (in millions) Pension benefits $ 35 $ 43 $ 32 $ 32 $ 32 $ 148 OPEB $ 9 $ 9 $ 8 $ 8 $ 8 $ 36 137 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Qualified Savings Plans Our employees may participate in a qualified savings plan (the Thrift Plan). This plan is a participant-directed defined contribution plan intended to qualify under Section 401(a) of the Code and is subject to the provisions of ERISA. Under the terms of the Thrift Plan, employees who do not earn more than the IRS threshold compensation limit used to determine highly compensated employees may contribute, through pre-tax salary deferrals and/or after-tax payroll deductions, the lesser of 75 % of their regular salary or wages or the maximum amount permitted under applicable law. Employees who earn more than such threshold may contribute from 1 % to 20 % of their regular salary or wages. Employer matching contributions are also made in an amount equal to 100 % ( 75 % for employees covered under the traditional formula in the Retirement Plan) of the first 6 % of employee contributions. Employer matching contributions are made in cash and may be allocated by participants to any of the plan's investment options. Aggregate employer contributions to the qualified savings plans totaled $ 45 million, $ 46 million, and $ 33 million for the years ended December 31, 2025, 2024 and 2023, respectively. 17. STOCK-BASED COMPENSATION Vistra 2016 Omnibus Incentive Plan On the Effective Date, the Board adopted the 2016 Omnibus Incentive Plan (2016 Incentive Plan), under which an aggregate of 22,500,000 shares of our common stock were reserved for issuance as equity-based awards to our non-employee directors, employees, and certain other persons. Following approval of the Board and approval by the stockholders at the 2019 and 2024 annual meetings of the Company, the 2016 Incentive Plan was amended to increase the maximum number of shares reserved for issuance under the 2016 Incentive Plan to 37,500,000 and 43,000,000 , respectively. The Board or any committee duly authorized by the Board will administer the 2016 Incentive Plan and has broad authority under the 2016 Incentive Plan to, among other things: (a) select participants, (b) determine the types of awards that participants are to receive and the number of shares that are to be subject to such awards, and (c) establish the terms and conditions of awards, including the price (if any) to be paid for the shares of the award. The types of awards that may be granted under the 2016 Incentive Plan include stock options, RSUs, restricted stock, performance awards, and other forms of awards granted or denominated in shares of Vistra common stock, as well as certain cash-based awards. If any stock option or other stock-based award granted under the 2016 Incentive Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Vistra common stock underlying any unexercised award shall again be available for awards under the 2016 Incentive Plan. If any shares of restricted stock, performance awards or other stock-based awards denominated in shares of Vistra common stock awarded under the 2016 Incentive Plan are forfeited for any reason, the number of forfeited shares shall again be available for purposes of awards under the 2016 Incentive Plan. Any award under the 2016 Incentive Plan settled in cash shall not be counted against the maximum share limitation. No awards under the 2016 Incentive Plan have been settled in cash since the Effective Date. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2016 Incentive Plan and any outstanding awards, as well as the exercise or purchase price of awards, and performance targets under certain types of performance-based awards, are required to be adjusted in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the Vistra stockholders. Stock-Based Compensation Expense Stock-based compensation expense is reported as SG&A in the consolidated statements of operations as follows: Year Ended December 31, 2025 2024 2023 (in millions) Total stock-based compensation expense $ 113 $ 100 $ 77 Income tax benefit ( 25 ) ( 23 ) ( 18 ) Stock based-compensation expense, net of tax $ 88 $ 77 $ 59 138 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Options Stock options outstanding at December 31, 2025 are all held by current or former employees. The following table summarizes our stock option activity: Year Ended December 31, 2025 Stock Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Total outstanding at beginning of period 3,600 $ 19.97 3.5 $ 424.4 Exercised ( 2,216 ) $ 18.89 Forfeited or expired ( 6 ) $ 22.97 Total outstanding at end of period 1,378 $ 21.69 3.0 $ 192.4 Exercisable at December 31, 2025 1,378 $ 21.69 3.0 $ 192.4 As of December 31, 2025, there was no unrecognized compensation cost related to unvested stock options granted under the 2016 Incentive Plan and no new options were issued in the years ended December 31, 2025, 2024 and 2023. Restricted Stock Units The following table summarizes our restricted stock unit activity: Year Ended December 31, 2025 Restricted Stock Units (in thousands) Weighted Average Grant Date Fair Value Total nonvested at beginning of period 3,054 $ 34.30 Granted 518 $ 127.91 Vested ( 1,624 ) $ 30.69 Forfeited ( 124 ) $ 53.61 Total nonvested at end of period 1,824 $ 62.71 As of December 31, 2025, $ 54 million of unrecognized compensation cost related to unvested restricted stock units granted under the 2016 Incentive Plan are expected to be recognized over a weighted average period of approximately 1.6 years. Performance Stock Units We also issue Performance Stock Units (PSUs) to certain members of management on an annual basis. All PSUs have a three year performance period and a payout opportunity of 0 - 200 % of target ( 100 %), which is intended to be settled in shares of Vistra common stock. We recognized compensation expense associated with PSUs of $ 46 million, $ 54 million, and $ 36 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we have $ 54 million of unrecognized compensation cost associated with PSUs. Employee Stock Purchase Plan (ESPP) The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1 % and 10 % of their eligible compensation to purchase shares of Vistra common stock at the lesser of 85 % of its market value on the offering date or 85 % of the fair market value on the exercise date. An offering date occurs each January 1 and July 1 and an exercise date occurs each June 30 and December 31 beginning in 2026. The ESPP allows for the issuance of 1,000,000 shares of our common stock, all of which were available for purchase pursuant to the ESPP as of December 31, 2025. 139 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. COMMITMENTS AND CONTINGENCIES Contractual Commitments As of December 31, 2025, we had minimum contractual commitments under long-term service and maintenance contracts, energy-related contracts and other agreements as follows: Long-Term Service and Maintenance Contracts (a) Coal transportation agreements Pipeline transportation and storage reservation fees Water Contracts (in millions) 2026 $ 182 $ 63 $ 227 $ 2 2027 257 27 245 10 2028 294 — 279 10 2029 243 — 284 10 2030 276 — 286 10 Thereafter 1,823 — 497 35 Total $ 3,075 $ 90 $ 1,818 $ 77
(a) Long-term service and maintenance contracts reflect expected expenditures as these contracts do not include minimum spending requirements, but can only be terminated based on events outside the control of the Company. In addition to the commitments detailed above, we have nuclear fuel contracts with early termination penalties. As of December 31, 2025, termination costs of $ 94 million would be incurred if we terminated those contracts. Expenditures under our coal purchase and coal transportation agreements totaled $ 733 million, $ 744 million, and $ 936 million for the years ended December 31, 2025, 2024 and 2023, respectively. Letters of Credit, Surety Bonds, and Collateral Support Obligation Letters of Credit — As of December 31, 2025, we had outstanding letters of credit totaling $ 3.004 billion as follows: • $ 2.489 billion to support commodity risk management and collateral requirements in the normal course of business, including over-the-counter and exchange-traded transactions and $ 679 million of collateral postings with ISOs/RTOs; • $ 279 million to support battery and solar development projects; • $ 110 million to support ASAOC requirements with the EPA (see Note 8 for additional information); • $ 86 million to support our REP financial requirements with the PUCT; • $ 25 million to support executory contracts and insurance agreements; and • $ 15 million for other credit support requirements. Surety Bonds — Surety bonds provide financial performance assurance to third parties on behalf of certain Company subsidiaries for obligations under various contracts and legal obligations in the normal course of business. In the event of nonperformance by the applicable subsidiary, the beneficiary would make a claim to the surety, and the Company would be required to reimburse any payment by the surety. Our liability with respect to any particular surety bond is released once the obligations secured by the surety bond are performed. As of December 31, 2025, we had outstanding surety bonds totaling $ 987 million, including $ 81 million with ISOs/RTOs. Collateral Support Obligation — The RCT has rules in place to assure that parties can meet their mining reclamation obligations. In September 2016, the RCT agreed to a collateral bond of up to $ 975 million to support Luminant's reclamation obligations. The collateral bond is effectively a first lien on all of Vistra Operations' assets (which ranks pari passu with the Vistra Operations Credit Facilities) that contractually enables the RCT to be paid (up to $ 975 million) before the other first-lien lenders in the event of a liquidation of our assets. Collateral support relates to land mined or being mined and not yet reclaimed as well as land for which permits have been obtained but mining activities have not yet begun and land already reclaimed but not released from regulatory obligations by the RCT, and includes cost contingency amounts. 140 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Litigation and Regulatory Proceedings Our material legal proceedings and regulatory proceedings affecting our business are described below. We believe that we have valid defenses to the legal proceedings described below and intend to defend them vigorously. We also intend to participate in the regulatory processes described below. We record reserves for estimated losses related to these matters when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, we have established an adequate reserve for the matters discussed below. In addition, legal costs are expensed as incurred. Management has assessed each of the following legal matters based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. Unless specified below, we are unable to predict the outcome of these matters or reasonably estimate the scope or amount of any associated costs and potential liabilities, but they could have a material impact on our results of operations, liquidity, or financial condition. As additional information becomes available, we adjust our assessment and estimates of such contingencies accordingly. Because litigation and rulemaking proceedings are subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of these matters could be at amounts that are different from our currently recorded reserves and that such differences could be material. Litigation Illinois Attorney General Complaint Against Illinois Gas & Electric (IG&E) — In May 2022, the Illinois Attorney General filed a complaint against IG&E, a subsidiary we acquired when we purchased Crius Energy Trust in July 2019. The complaint filed in Illinois state court alleges, among other things, that IG&E engaged in improper marketing conduct and overcharged customers. The vast majority of the conduct in question occurred prior to our acquisition of IG&E. In July 2022, we moved to dismiss the complaint, and in October 2022, the district court granted in part our motion to dismiss, barring all claims asserted by the Illinois Attorney General that were outside of the five -year statute of limitations period, which now limits the period during which claims may be made to start in May 2017 rather than extending back to 2013 as the Illinois Attorney General had alleged in its complaint. Ohio House Bill 6 ("HB6") — In July 2019, Ohio adopted a law referred to as HB6, which, among other things, provided subsidies for two nuclear power plants which we acquired in March 2024 upon the closing of our merger with Energy Harbor. We had opposed enactment of that subsidy legislation at the time, and the nuclear subsidies were repealed in 2021 prior to any subsidies being distributed. The U.S. Attorney's Office conducted an investigation into the activities related to the passage of HB6, and Energy Harbor received a grand jury subpoena in July 2020 requiring production of certain information related to that investigation. Energy Harbor completed its responses to that subpoena by December 2021. In August 2020, the Ohio Attorney General filed a civil Racketeer Influenced and Corrupt Organizations Act (RICO) complaint against FirstEnergy Corp. and various Energy Harbor companies related to passage of HB6 ( State of Ohio ex rel. Dave Yost, Ohio Attorney General v. FirstEnergy Corp., et al. , Franklin County, Ohio Common Pleas Court Case No. 20CV006281 and State of Ohio ex rel. Dave Yost, Ohio Attorney General v. Energy Harbor Corp. , et al., Franklin County, Ohio Common Pleas Court Case No. 20CV007386). Motions to dismiss those cases remain pending and the case is currently stayed. Dorrell Antitrust Litigation — In July 2025, an antitrust lawsuit was filed in the U.S. District Court for the District of Maryland against Human Resources Consultants, LLC, Accelerant Technologies, Constellation Energy Corporation and 25 other companies, including Vistra Corp. and Luminant Generation Company, LLC. Plaintiffs allege that since at least May 2003, the defendants exchanged confidential compensation information and conspired to fix and suppress compensation of all persons employed in nuclear power generation in violation of federal antitrust law. In October 2025, motions to dismiss these claims were filed and the Plaintiffs amended their lawsuit. In December 2025, motions to dismiss these amended claims were filed. We believe we have strong defenses to this lawsuit and intend to defend against this case vigorously. 141 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Winter Storm Uri Legal Proceedings Regulatory Investigations and Other Litigation Matters — Following the events of Winter Storm Uri, various regulatory bodies, including ERCOT, the ERCOT Independent Market Monitor, and the Texas Attorney General initiated investigations or issued requests for information of various parties related to the significant load shed event that occurred during the event as well as operational challenges for generators arising from the event, including performance and fuel and supply issues. We responded to all those investigatory requests. In addition, a large number of personal injury, wrongful death, and insurance lawsuits related to Winter Storm Uri have been filed in various Texas state courts against us and numerous generators, transmission and distribution utilities, retail and electric providers, as well as ERCOT. These cases were transferred to a single multi-district litigation (MDL) pretrial judge for all pretrial proceedings. In January 2023, the MDL court ruled on the various motions to dismiss and denied the motions to dismiss of the generator defendants and the transmission distribution utilities defendants, but granted the motions of some of the other defendant groups, including the retail electric providers and ERCOT. In December 2023, the First Court of Appeals in a unanimous decision granted our mandamus petition and instructed the MDL court to grant the motions to dismiss in full filed by the generator defendants. The plaintiffs have petitioned the Texas Supreme Court to review that decision and filed their opening brief in September 2025. We believe we have strong defenses to these lawsuits and intend to defend against these cases vigorously if they continue. Moss Landing 300 Battery Fire On January 16, 2025, we detected a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site. We are working closely with all local, state, and federal regulatory authorities on the response, and we are investigating the cause of the fire. We are also responding to various regulatory bodies, including the CPUC, the EPA, and others investigating the incident. Several lawsuits have been filed in California federal and state courts against Vistra, LG Energy Solution (LG), and others, as a result of this incident. The EPA is providing control and oversight of clean up and remediation efforts on the site. In July 2025, we entered into an ASAOC with the EPA that requires us to perform certain activities, which primarily include battery removal and disposal, building demolition, and air and water monitoring at the Moss Landing 300 site. By entering into this ASAOC, we will conduct these activities under the EPA's oversight. See Note 8 for additional information including costs incurred through December 31, 2025 and estimated future costs to be incurred related to these activities. Unleashing American Energy Executive Order In January 2025, President Trump issued a series of executive orders, including an order titled Unleashing American Energy (the Order) that ordered that all federal agencies are to review all existing regulations, orders, and other actions for consistency with the administration's policy goals, and develop an action plan within 30 days to resolve any policy inconsistencies. The Order requires the EPA to review the GHG, CSAPR, Legacy CCR, and ELG rules discussed below. Additionally, the Order states the U.S. Attorney General may request a stay of the litigation involving these rules while the EPA conducts its reviews. In addition to that Order, in April 2025, President Trump issued a series of additional executive orders on energy and deregulation priorities for his administration. We will monitor implementation and any agency actions related to those and other executive orders. 142 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Greenhouse Gas Emissions (GHG) In May 2023, the EPA released a proposal regulating power plant GHG emissions, while also proposing to repeal the Affordable Clean Energy (ACE) rule that had been finalized by the EPA in July 2019. In May 2024, the EPA published a final GHG rule that repealed the ACE rule and sets limits for (a) new natural gas-fired combustion turbines and (b) existing coal-, oil- and natural gas-fired steam generation units. The standards are based on technologies such as carbon capture and sequestration/storage (CCS) and natural gas co-firing. Units permanently retiring by January 1, 2032 are exempt from the rule. Given our previously announced coal unit retirement commitments, our Martin Lake and Oak Grove plants are the only coal units that are subject to this rule. Our Graham, Lake Hubbard, Stryker Creek and Trinidad oil/natural gas facilities are also regulated under this rule. None of our existing large or small combustion turbines are subject to this rule. Following finalization of the rule in May 2024, 17 petitions for review from various states, industry groups, and companies were filed in the D.C. Circuit Court along with multiple motions to stay the rule. We are participating in an industry coalition challenging the rule. Oral argument on the merits of the legal challenges to the rule was held in December 2024 before the D.C. Circuit Court. The D.C. Circuit Court has granted the EPA's motion for an abeyance of the case and status reports are due at 90 -day intervals. In June 2025, the EPA published a proposed repeal of GHG emission standards for fossil fuel-fired electric generation units, which could moot this case if the proposal is finalized and would result in no further federal regulation of GHGs at electric generating units. Additionally, in February 2026, the EPA issued a rule that repeals the agency's prior 2009 endangerment finding for all GHG emission standards for light-, medium-, and heavy-duty vehicles. The rescission of the endangerment finding does not impact power plants, however, the EPA has also stated that, for other rules that have relied on the endangerment finding, it intends to initiate other rulemakings to address any overlapping issues. Several environmental groups have filed a challenge to the EPA's repeal of the endangerment finding in the D.C. Circuit Court. Cross-State Air Pollution Rule (CSAPR) and Good Neighbor Plan In October 2015, the EPA revised the primary and secondary ozone National Ambient Air Quality Standards (NAAQS) to lower the eight-hour standard for ozone emissions during ozone season (May to September), and, in October 2018, the State of Texas submitted a State Implementation Plan (SIP) to the EPA, which was then disapproved by the EPA in February 2023. The State of Texas, Luminant, certain trade groups, and others challenged that disapproval in the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit Court). In March 2025, the Fifth Circuit Court denied those petitions for review, but we and the State of Texas have filed petitions for rehearing of that decision. We do not expect any near-term impact to Texas sources from this decision. Based on policy recent pronouncements from the Trump administration, the new EPA is reevaluating its approach to these Good Neighbor SIPs in general. In April 2022, prior to the EPA's disapproval of Texas' SIP, the EPA proposed a Federal Implementation Plan (FIP) to address the 2015 ozone NAAQS. In March 2023, the EPA administrator signed its final FIP, called the Good Neighbor Plan (GNP). The FIP applied to 22 states beginning with the 2023 ozone seasons. States where Vistra operates generation units that would be subject to this rule are Illinois, New Jersey, New York, Ohio, Pennsylvania, Texas, Virginia, and West Virginia. In June 2024, the U.S. Supreme Court granted a stay of the GNP FIP pending a review of the merits by the D.C. Circuit Court and any further appeal to the U.S. Supreme Court. As a result, the GNP FIP is now stayed for all covered states until the courts resolve the legality of the FIP. In April 2025, the D.C. Circuit Court granted an abeyance of the case challenging the GNP FIP addressing interstate transport for all covered states while the EPA reviews the GNP FIP. In January 2026, the EPA proposed removing eight states (although none that we operate in) from the GNP FIP, and we expect the EPA will take additional action to reconsider other aspects of the GNP FIP in 2026. At this time, we do not know how these proposed changes could impact the overall trading program for any states that remain in the GNP FIP. Regional Haze — Reasonable Progress and Best Available Retrofit Technology (BART) for Texas In October 2017, the EPA issued a final rule addressing BART for Texas electricity generation units, with the rule serving as a partial approval of Texas' 2009 SIP and a partial FIP. For SO 2 , the rule established an intrastate Texas emission allowance trading program as a "BART alternative" that operates in a similar fashion to a CSAPR trading program. In August 2020, the EPA issued a final rule affirming the prior BART final rule but also included additional revisions that were proposed in November 2019. In May 2023, a proposed BART rule was published in the Federal Register that would withdraw the trading program provisions of the prior rule and would establish SO 2 limits on six facilities in Texas, including Martin Lake and Coleto Creek. However, that proposal was never finalized during the Biden administration. In December 2025, the EPA issued a final rule for reasonable progress requirements that (a) approves portions of Texas' first planning period regional haze SIP and (b) approves Texas' second planning period regional haze SIP. Under the EPA's rule, no new controls are required. 143 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SO 2 Designations for Texas In November 2016, the EPA finalized nonattainment designations for SO 2 for counties surrounding our Martin Lake generation plant and our now retired Big Brown and Monticello plants. The final designations required Texas to develop nonattainment plans for these areas. In September 2021, the TCEQ considered a proposal for its nonattainment SIP revision for the Martin Lake area and an agreed order to reduce SO 2 emissions from the plant. The proposed agreed order associated with the SIP proposal reduced emission limits as of January 2022. Emission reductions required are those necessary to demonstrate attainment with the NAAQS. In February 2022, we and the TCEQ entered into an agreed order to reduce SO 2 emissions at the Martin Lake plant, and the TCEQ submitted the agreed order to the EPA as a SIP revision to address the nonattainment designation. We and the State of Texas had previously filed legal challenges in 2017 to the EPA's nonattainment designations in the Fifth Circuit Court. In May 2025, the Fifth Circuit Court held that the EPA's designations were unlawful, granted the petitions for review, and remanded the designation back to the EPA. In September 2025, the EPA issued a final rule withdrawing its Finding of Failure to Submit and Finding of Failure to Attain in light of the Fifth Circuit Court's May 2025 decision. Effluent Limitation Guidelines (ELGs) In October 2020, the EPA published a final rule that extends the compliance date for both flue gas desulfurization (FGD) and bottom ash transport water to no later than December 2025, as negotiated with the state permitting agency. Additionally, the rule allows for a retirement exemption that exempts facilities certifying that units will retire by December 2028 provided certain effluent limitations are met. In November 2020, environmental groups petitioned for review of the new ELG revisions, and Vistra subsidiaries filed a motion to intervene in support of the EPA in December 2020. Notifications were made to Texas, Illinois, and Ohio state agencies on the retirement exemption for applicable coal plants by the regulatory deadline of October 13, 2021. In May 2024, the EPA published the final ELG rule revisions, which contain new requirements for legacy wastewater and combustion residual leachate. The final rule also leaves in place the subcategory for facilities that permanently cease coal combustion by 2028. A number of parties have since challenged the rule and that case is pending in the U.S. Court of Appeals for the Eighth Circuit. We are not a party to that litigation. In February 2025, the U.S. Court of Appeals for the Eighth Circuit granted the EPA's unopposed motion seeking to hold the litigation in abeyance while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed. In December 2025, the EPA finalized additional revisions to the ELG rule, including extending certain compliance deadlines under the 2024 ELG rule. Those deadlines would generally apply to facilities that had not already utilized the retirement provisions in the 2020 ELG rule, which our company had utilized. In addition, the rule authorizes a process for states to extend the 2028 retirement deadline that was finalized as part of the 2020 ELG rule in the event market conditions would not support retirement of a facility. We are currently evaluating this rule and the impact, if any, it might have on our announced plans to retire our remaining coal generation facilities in Illinois and Ohio by 2028 given that those facilities are under separate existing regulatory requirements to close by then. Several environmental groups have recently challenged that rule. Coal Combustion Residuals (CCR) Rule Revisions and Extension Applications In August 2018, the D.C. Circuit Court issued a decision that vacates and remands certain provisions of the 2015 CCR rule, including an applicability exemption for legacy impoundments. In August 2020, the EPA issued a final rule establishing a deadline of April 11, 2021 to cease receipt of waste and initiate closure at unlined CCR impoundments. The 2020 final rule allows a generation plant to seek the EPA's approval to extend this deadline if no alternative disposal capacity is available and either a conversion to comply with the CCR rule is underway or retirement will occur by either 2023 or 2028 (depending on the size of the impoundment at issue). Prior to the November 2020 deadline to seek extensions, we submitted applications to the EPA requesting compliance extensions under both conversion and retirement scenarios. In January 2022, the EPA determined that our conversion and retirement applications for our CCR facilities were complete but has not yet proposed action on any of those applications. 144 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Legacy CCR Rulemaking In May 2024, the EPA published a final rule that expands coverage of groundwater monitoring and closure requirements to the following two new categories of units: (a) legacy CCR surface impoundments which are CCR surface impoundments that no longer receive CCR but contained both CCR and liquids on or after October 19, 2015 and (b) "CCR management units" (CCRMUs) which generally could encompass noncontainerized ash deposits greater than one ton and impoundments and landfills that closed prior to October 19, 2015. As part of the rule, the EPA identified numerous CCR management units across the country, including ten of our potential units. The Vermilion ash ponds discussed below are the only unit which we believe qualify as a legacy CCR surface impoundment and given our closure plan for that site we do not believe the rule will have any impact on that site. CCRMUs with 1,000 or more tons of CCR must comply with the CCR's groundwater monitoring, corrective action, closure and post-closure requirements. For CCRMUs, complete facility evaluation reports are due within 33 months after publication of the rule, initial groundwater reports are due January 31, 2029, and the deadline to initiate closure, if needed, will start in 2029. Closure of the CCRMUs may also be deferred beyond those dates depending on certain factors, including where the CCRMU is located beneath critical infrastructure. In addition, certain closures may not be required when closure was previously approved under a state program. Because facility evaluation reports will determine our unit-specific compliance obligations, we cannot determine them at this time. In August 2024, we, along with USWAG, several other generating companies, and 17 states, including Texas, filed a challenge to the rule in the D.C. Circuit Court. In February 2025, the D.C. Circuit Court granted an unopposed motion filed by the Department of Justice on behalf of the EPA, holding the litigation in abeyance while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed. In February 2026, the EPA issued a final rule for the CCRMU provisions of the rule extending the deadlines for the Facility Evaluation Reports (FER) to 2028, groundwater monitoring to 2031, and closure requirements to 2030. The EPA has requested to keep the challenge to the rule addressing CCRMUs and legacy impoundments in abeyance. MISO — In 2012, the Illinois Environmental Protection Agency (IEPA) issued violation notices alleging violations of groundwater standards onsite at our Baldwin and Vermilion facilities' CCR surface impoundments. These violation notices remain unresolved; however, in 2016, the IEPA approved our closure and post-closure care plans for the Baldwin old east, east, and west fly ash CCR surface impoundments. We have completed closure activities at those ponds at our Baldwin facility. At our retired Vermilion facility, in June 2021, we entered into an agreed interim consent order with the Illinois Attorney General and the Vermilion County State Attorney in which DMG is required to evaluate the closure alternatives under the requirements of the Illinois Coal Ash regulation (discussed below) and close the site by removal. In addition, the interim consent order requires that during the impoundment closure process, impacted groundwater will be collected before it leaves the site or enters the nearby Vermilion river and, if necessary, DMG will be required to install temporary riverbank protection if the river migrates within a certain distance of the impoundments. The interim order was modified in December 2022 to require certain amendments to the Safety Emergency Response Plan. In June 2023, the Illinois state court approved and entered the final consent order, which included the terms above and a requirement that when IEPA issues a final closure permit for the site, DMG will demolish the power station and submit for approval to construct an on-site landfill within the footprint of the former plant to store and manage the coal ash. These proposed closure costs are reflected in the ARO in the consolidated balance sheets (see Note 15 for additional information). In 2012, the IEPA issued violation notices alleging violations of groundwater standards at the Newton and Coffeen facilities' CCR surface impoundments. We are addressing these CCR surface impoundments in accordance with the federal CCR rule. In July 2019, coal ash disposal and storage legislation in Illinois was enacted. The legislation addresses state requirements for the proper closure of coal ash ponds in the state of Illinois. The law tasks the IEPA and the IPCB to set up a series of guidelines, rules, and permit requirements for closure of ash ponds. Under the final rule, which was finalized and became effective in April 2021, coal ash impoundment owners would be required to submit a closure alternative analysis to the IEPA for the selection of the best method for coal ash remediation at a particular site. The rule does not mandate closure by removal at any site. In October 2021, we filed operating permit applications for 18 impoundments as required by the Illinois coal ash rule, and filed construction permit applications for three of our sites in January 2022 and five of our sites in July 2022. One additional closure construction application was filed for our Baldwin facility in August 2023. In 2025, we filed construction permit applications (or supplemented prior operating permit applications) to cover corrective action activities at 11 impoundments across our Illinois fleet. 145 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For all of the above CCR matters, if certain corrective action measures, including groundwater treatment or removal of ash, are required at any of our coal-fueled facilities, we may incur significant costs that could have a material adverse effect on our financial condition, results of operations, and cash flows. The Illinois coal ash rule was finalized in April 2021 and does not require removal. However, the rule required us to undertake further site-specific evaluations required by each program. We will not know the full range of decommissioning costs, including groundwater remediation, if any, that ultimately may be required under the Illinois rule until permit applications have been approved by the IEPA and as such, an estimate of such costs cannot be made. The CCR surface impoundment and landfill closure costs currently reflected in our existing ARO liabilities reflect the costs of closure methods that our operations and environmental services teams determined were appropriate based on the existing closure requirements at the time we recorded those ARO liabilities, and it is reasonably possible for those to increase once the IEPA determines final closure requirements. Once the IEPA acts on our permit applications, we will reassess the decommissioning costs and adjust our ARO liabilities accordingly. Other Matters We are involved in various legal and administrative proceedings and other disputes in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on our results of operations, liquidity, or financial condition. Nuclear Insurance Nuclear insurance includes nuclear liability coverage, property damage, nuclear accident decontamination, and accidental premature decommissioning coverage, and accidental outage and/or extra expense coverage. We maintain nuclear insurance that meets or exceeds requirements promulgated by Section 170 (Price-Anderson) of the Atomic Energy Act (the Act) and Title 10 of the Code of Federal Regulations. We intend to maintain insurance against nuclear risks as long as such insurance is available. We are self-insured to the extent that losses (i) are within the policy deductibles, (ii) are not covered per policy exclusions, terms and limitations, (iii) exceed the amount of insurance maintained, or (iv) are not covered due to lack of insurance availability. Any such self-insured losses could have a material adverse effect on our results of operations, liquidity, or financial condition. With regard to nuclear liability coverage, the Act provides for financial protection for the public in the event of a significant nuclear generation plant incident. The Act sets the statutory limit of public liability for a single nuclear incident at $ 16.2 billion and requires nuclear generation plant operators to provide financial protection for this amount. However, the U.S. Congress could impose revenue-raising measures on the nuclear industry to pay claims that exceed the $ 16.2 billion limit for a single incident. As required, we insure against a possible nuclear incident at our nuclear facilities resulting in public nuclear-related bodily injury and property damage through a combination of private insurance and an industry-wide retrospective payment plan known as Secondary Financial Protection (SFP). Under the SFP, in the event of any single nuclear liability loss in excess of $ 500 million at any nuclear generation facility in the U.S., each operating licensed reactor in the U.S. is subject to an assessment of up to $ 165.9 million. This approximately $ 165.9 million maximum assessment is subject to increases for inflation every five years, with the next expected adjustment scheduled to occur by November 2028. Assessments are currently limited to $ 24.7 million per operating licensed reactor per year per incident. As of December 31, 2025, our maximum potential assessment under the industry retrospective plan would be approximately $ 995.4 million per incident but no more than $ 148.2 million in any one year for each incident. The potential assessment is triggered by a nuclear liability loss in excess of $ 500 million per accident at any nuclear facility. The United States Nuclear Regulatory Commission (NRC) requires that nuclear generation plant license holders maintain at least $ 1.06 billion of nuclear accident decontamination and reactor damage stabilization insurance, and requires that the proceeds thereof be used to place a plant in a safe and stable condition, to decontaminate a plant pursuant to a plan submitted to, and approved by, the NRC prior to using the proceeds for plant repair or restoration, or to provide for premature decommissioning. We maintain nuclear accident decontamination and reactor damage stabilization insurance for our facilities in the amount of $ 2.25 billion and non-nuclear accident related property damage in the amount of $ 1.0 billion. Coverage is subject to a $ 10 million deductible per accident including natural hazards except for the Davis-Besse facility which is subject to a $ 20 million deductible. Losses excluded or above such limits are self-insured. 146 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We also maintain Accidental Outage insurance to help cover the additional costs of obtaining replacement electricity from another source if the units are out of service for more than twelve weeks as a result of covered direct physical damage. Coverage at the Comanche Peak, Beaver Valley, and Perry facilities provide for weekly payments per unit up to $ 4.5 million for the first 52 weeks and up to $ 2.7 million for a remaining 21 weeks for non-nuclear accident property damage and up to $ 3.6 million for a remaining 71 weeks for nuclear accident property damage outages. The total maximum coverage is $ 291 million for non-nuclear accident property damage and $ 490 million for nuclear accident property damage outages. Coverage at the Davis-Besse facility provides for weekly payments per unit up to $ 2.5 million for the first 52 weeks and up to $ 1.5 million for a remaining 52 weeks for non-nuclear accident property damage and up to $ 2 million for a remaining 110 weeks for nuclear accident property damage outages. The total maximum coverage is $ 208 million for non-nuclear accident property damage and $ 350 million for nuclear accident property damage outages. There are two units at Comanche Peak and Beaver Valley, and coverage amounts applicable to each unit will reduce to 80 % if both units are out of service at the same time as a result of the same accident. 19. EQUITY Common Stock Issuances and Repurchases Changes in the number of shares of common stock issued and outstanding for the years ended December 31, 2025, 2024 and 2023 are reflected in the table below. Shares Issued Treasury Shares Shares Outstanding Balance at December 31, 2022 537,179,072 ( 147,502,289 ) 389,676,783 Shares issued (a) 6,474,491 — 6,474,491 Shares retired ( 18,391 ) — ( 18,391 ) Shares repurchased (b) — ( 44,994,499 ) ( 44,994,499 ) Balance at December 31, 2023 543,635,172 ( 192,496,788 ) 351,138,384 Shares issued (a) 5,117,434 — 5,117,434 Shares repurchased (b) — ( 16,560,328 ) ( 16,560,328 ) Balance at December 31, 2024 548,752,606 ( 209,057,116 ) 339,695,490 Shares issued (a) 4,917,325 — 4,917,325 Shares retired ( 10,771 ) — ( 10,771 ) Shares repurchased (b) — ( 6,550,237 ) ( 6,550,237 ) Balance at December 31, 2025 553,659,160 ( 215,607,353 ) 338,051,807
(a) Shares issued include share awards granted to nonemployee directors. (b) Shares repurchased include 7,828 , 58,817 , and 318,632 of unsettled shares as of December 31, 2025, 2024 and 2023, respectively. C ommon Stock Dividends Dividends are subject to declaration by the Board and may be subject to numerous factors at the time of declaration. These factors include, but are not limited to, prevailing market conditions, Vistra's results of operations, financial condition and liquidity, Delaware law, and any contractual limitations, such as the cumulative dividend requirements described in the certificates of designation of our outstanding preferred stock. Dividends per common share totaled $ 0.9015 , $ 0.8735 , and $ 0.8205 in the years ended December 31, 2025, 2024 and 2023, respectively. In February 2026, the Board declared a quarterly dividend of $ 0.2280 per share of common stock that will be paid in March 2026. 147 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Share Repurchase Program In October 2021, the Board authorized a share repurchase program (Share Repurchase Program). Under this program, shares of the Company's common stock may be repurchased in open market transactions, privately negotiated transactions, or other means in accordance with federal securities laws. The timing, number, and value of shares repurchased will be determined at our discretion, considering factors such as capital allocation priorities, stock market price, general market and economic conditions, legal requirements, and compliance with debt agreements and preferred stock certificates of designation. Amount Authorized for Share Repurchases (in billions) Board Authorization Dates: October 2021 $ 2.00 August 2022 1.25 March 2023 1.00 February 2024 1.50 October 2024 1.00 October 2025 1.00 Cumulative authorization at December 31, 2025 $ 7.75 The following table provides information about our repurchases of common stock for the period between January 1, 2023 and February 18, 2026. $ 7.750 Billion Board Authorization Total Number of Shares Repurchased Average Price Paid Per Share Amount Paid for Shares Repurchased Amount Available for Additional Repurchases at the End of the Period (in millions, except share amounts and price paid per share) Year Ended December 31, 2023 44,994,499 $ 27.89 $ 1,255 Year Ended December 31, 2024 16,560,328 74.96 1,241 Year Ended December 31, 2025 6,550,237 154.00 1,009 January 1, 2023 through December 31, 2025 (a) 68,105,064 $ 51.46 $ 3,505 $ 2,000 January 1, 2026 through February 18, 2026 1,185,372 159.80 189 January 1, 2023 through February 18, 2026 69,290,436 $ 53.32 $ 3,694 $ 1,811
(a) Shares repurchased include 7,828 of unsettled shares for $ 1 million as of December 31, 2025. 148 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Preferred Stock The following is a summary of our cumulative redeemable preferred stock outstanding. In the event of liquidation or dissolution of the Company, the payment of dividends and the distribution of assets to preferred stockholders takes precedence over the Company's common stockholders. Preferred Stock Series Issuance Date Shares Issued Shares Outstanding Contractual Rates Earliest Redemption Date (a) Date at Which Dividend Rate Becomes Floating Floating Annual Rates Series A October 15, 2021 1,000,000 1,000,000 8.000 % October 15, 2026 October 15, 2026 5 -Year U.S. Treasury rate (subject to floor of 1.07 %) plus 6.93 % Series B December 10, 2021 1,000,000 1,000,000 7.000 % December 15, 2026 December 15, 2026 5 -Year U.S. Treasury rate (subject to floor of 1.26 %) plus 5.74 % Series C December 29, 2023 476,081 476,066 8.875 % January 15, 2029 January 15, 2029 5 -Year U.S. Treasury rate (subject to floor of 3.83 %) plus 5.045 %
(a) Subject to our right, in limited circumstances, to redeem preferred stock prior to the earliest redemption date. Each series of preferred stock has a liquidation price of $ 1,000 , plus accrued and unpaid dividends through their redemption date. Preferred stock is not convertible into or exchangeable for any other securities of the Company and has limited voting rights. Preferred Stock Dividends Preferred stock dividends are payable semiannually in arrears when declared by the Board. The following table summarizes preferred stock dividends paid per share in the years ended December 31, 2025, 2024 and 2023 . Year Ended December 31, Preferred Stock Series 2025 2024 2023 Series A Preferred Stock $ 80.00 $ 80.00 $ 80.00 Series B Preferred Stock $ 70.00 $ 70.00 $ 70.00 Series C Preferred Stock $ 88.75 $ 48.32 In October 2025, the Board declared a semi-annual dividend of $ 44.375 per share of Series C Preferred Stock that was paid in January 2026. In February 2026, the Board declared a semi-annual dividend of $ 40.00 per share of Series A Preferred Stock that will be paid in April 2026. 149 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. EARNINGS PER SHARE Basic earnings per share available to common stockholders are based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all potential issuances of common shares under stock-based incentive compensation arrangements. Year Ended December 31, 2025 2024 2023 (in millions, except share data) Net income attributable to Vistra $ 944 $ 2,659 $ 1,493 Less cumulative dividends attributable to Series A Preferred Stock ( 80 ) ( 80 ) ( 80 ) Less cumulative dividends attributable to Series B Preferred Stock ( 70 ) ( 70 ) ( 70 ) Less cumulative dividends attributable to Series C Preferred Stock ( 42 ) ( 42 ) — Net income attributable to common stock — basic and diluted 752 2,467 1,343 Weighted average shares of common stock outstanding: Basic 339,124,917 344,788,634 369,771,359 Dilutive securities: Stock-based incentive compensation plan 6,531,150 7,778,426 5,421,752 Diluted 345,656,067 352,567,060 375,193,110 Net income (loss) per weighted average share of common stock outstanding: Basic $ 2.22 $ 7.16 $ 3.63 Diluted $ 2.18 $ 7.00 $ 3.58 Stock-based incentive compensation plan awards excluded from the calculation of diluted earnings per share because the effect would have been antidilutive were immaterial in the years ended December 31, 2025 and 2024 and totaled 392,218 shares in the year ended December 31, 2023. 21. SEGMENT INFORMATION The operations of Vistra are aligned into five reportable business segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, and (v) Asset Closure. Our Chief Executive Officer is our chief operating decision maker (CODM). Our CODM reviews the results of these segments separately and allocates resources to the respective segments as part of our strategic operations. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources. In the fourth quarter of 2024, we updated our reportable segments to reflect changes in how the Company's CODM makes operating decisions, assesses performance, and allocates resources by removing the Sunset segment. The results of the plants previously included in the Sunset segment are now reflected in the Texas and East segments based on their respective geographies. The Retail segment is engaged in retail sales of electricity and natural gas to residential, commercial, and industrial customers. Substantially all of these activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, Energy Harbor, and U.S. Gas & Electric across 16 states and the District of Columbia. The Texas and East segments are engaged in electricity generation, wholesale energy sales and purchases, commodity risk management activities, fuel procurement, and logistics management. The Texas segment represents results from all of Vistra's electricity generation operations in the ERCOT market except for assets included in the Asset Closure segment. The East segment represents results from Vistra's electricity generation operations in the Eastern Interconnection of the U.S. electric grid, other than assets included in the Asset Closure segment, and includes operations in the PJM, MISO, ISO-NE, and NYISO markets. The West segment represents results from the CAISO market, including our battery ESS project at our Moss Landing power plant site. The Moss Landing 300 MW and Moss Landing 100 MW battery facilities were transferred to the Asset Closure segment in the first quarter of 2025 and fourth quarter of 2025, respectively, as a result of the Moss Landing Incident (see Note 8 for additional information). Management concluded that the 2023 and 2024 revenues, expenses, and capital expenditures associated with the Moss Landing 100 MW battery were immaterial, therefore, prior‑period segment results have not been recast. 150 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Asset Closure segment is engaged in the decommissioning and reclamation of retired generation facilities, including mines, and battery removal and remediation activities. When facilities are transferred to the Asset Closure segment, prior period results are retrospectively adjusted for comparative purposes, provided the effects are material (see Note 7 for additional information). By separately reporting the Asset Closure segment, management gains improved insights into the performance and earnings potential of Vistra's ongoing operations while actively monitoring the cost associated with Asset Closure activities. Corporate and Other represents the remaining non-segment operations consisting primarily of general corporate expenses, interest, taxes, other expenses, and nuclear fuel cash capital expenditures not allocated to our operating segments. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies in Note 1. Our CODM uses more than one measure to assess segment performance, but primarily focuses on Adjusted EBITDA. While we believe this is a useful metric in evaluating operating performance, it is not a metric defined by U.S. GAAP and may not be comparable to non-GAAP metrics presented by other companies. Adjusted EBITDA is most comparable to consolidated Net income (loss) prepared based on U.S. GAAP. The CODM uses net income in competitive analysis by benchmarking to the Company's competitors and evaluating drivers of segment profits available to the Company's equity holders. We account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at market prices. Certain shared services costs are allocated to the segments. Substantially all income tax (expense) benefit is recognized in Corporate and Other. Year Ended December 31, 2025 Retail Texas East West Asset Closure Total Reportable Segments (in millions) Operating revenues (a) $ 14,340 $ 5,353 $ 6,174 $ 325 $ 74 $ 26,266 Reconciliation of consolidated operating revenues: Corporate and Other ( 8,528 ) Total consolidated operating revenues $ 17,738 Fuel, purchased power costs, and delivery fees (b) ( 11,686 ) ( 1,990 ) ( 3,807 ) ( 149 ) — Operating costs ( 168 ) ( 1,050 ) ( 1,381 ) ( 59 ) ( 154 ) Selling, general, and administrative expenses ( 1,035 ) ( 180 ) ( 235 ) ( 14 ) ( 66 ) Other segment items: Depreciation and amortization ( 94 ) ( 638 ) ( 1,120 ) ( 61 ) 2 Interest expenses and related charges ( 67 ) 53 50 7 ( 4 ) Income tax expense — — ( 1 ) — — Other (c) — 56 229 5 ( 131 ) Total reportable segment net income (loss) $ 1,290 $ 1,604 $ ( 91 ) $ 54 $ ( 279 ) $ 2,578 Reconciliation to consolidated income before income taxes: Corporate and Other - net loss ( 1,634 ) Corporate and Other - income tax expense 179 Total consolidated income before income taxes $ 1,123 Capital expenditures, including nuclear fuel and excluding growth expenditures $ 12 $ 954 $ 647 $ 186 $ — $ 1,799 Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures Corporate and Other - nuclear fuel net purchases $ 305 Total capital expenditures, including nuclear fuel and excluding growth expenditures $ 2,104 151 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other. (b) Includes nuclear fuel amortization of $ 133 million and $ 354 million, respectively, in the Texas and East segments. (c) Other includes impairment of long-lived assets and other income, net. Year Ended December 31, 2024 Retail Texas East West Asset Closure Total Reportable Segments (in millions) Operating revenues (a) $ 12,797 $ 5,394 $ 5,661 $ 839 $ 39 $ 24,730 Reconciliation of consolidated operating revenues: Corporate and Other ( 7,506 ) Total consolidated operating revenues $ 17,224 Fuel, purchased power costs, and delivery fees (b) ( 10,276 ) ( 1,596 ) ( 2,698 ) ( 218 ) ( 6 ) Operating costs ( 159 ) ( 996 ) ( 1,103 ) ( 52 ) ( 101 ) Selling, general, and administrative expenses ( 977 ) ( 169 ) ( 148 ) ( 20 ) ( 48 ) Other segment items: Depreciation and amortization ( 114 ) ( 581 ) ( 996 ) ( 58 ) ( 28 ) Interest expenses and related charges ( 54 ) 46 9 1 ( 4 ) Other (c) ( 1 ) 35 177 ( 6 ) 17 Total reportable segment net income (loss) $ 1,216 $ 2,133 $ 902 $ 486 $ ( 131 ) $ 4,606 Reconciliation to consolidated income before income taxes: Corporate and Other - net loss ( 1,794 ) Corporate and Other - income tax expense 655 Total consolidated income before income taxes $ 3,467 Capital expenditures, including nuclear fuel and excluding growth expenditures $ 4 $ 751 $ 557 $ 68 $ 2 $ 1,382 Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures Corporate and Other - nuclear fuel net purchases $ 345 Total capital expenditures, including nuclear fuel and excluding growth expenditures $ 1,727
(a) See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other. (b) Includes nuclear fuel amortization of $ 105 million and $ 282 million, respectively, in the Texas and East segments. (c) Other includes other income, net and the impacts of the Tax Receivable Agreement. 152 VISTRA CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Retail Texas East West Asset Closure Total Reportable Segments (in millions) Operating revenues (a) $ 10,572 $ 3,979 $ 5,890 $ 866 $ 48 $ 21,355 Reconciliation of consolidated operating revenues: Corporate and Other $ ( 6,576 ) Total consolidated operating revenues $ 14,779 Fuel, purchased power costs, and delivery fees ( 9,046 ) ( 2,028 ) ( 2,730 ) ( 326 ) ( 5 ) Operating costs ( 123 ) ( 917 ) ( 528 ) ( 42 ) ( 90 ) Selling, general, and administrative expenses ( 858 ) ( 140 ) ( 127 ) ( 22 ) ( 36 ) Other segment items: Depreciation and amortization ( 102 ) ( 550 ) ( 703 ) ( 52 ) ( 27 ) Interest expenses and related charges ( 20 ) 21 ( 2 ) 8 ( 5 ) Income tax expense — — ( 1 ) — — Other (b) 1 33 ( 50 ) 2 129 Total reportable segment net income (loss) $ 424 $ 398 $ 1,749 $ 434 $ 14 $ 3,019 Reconciliation to consolidated income before income taxes: Corporate and Other - net loss ( 1,527 ) Corporate and Other - income tax expense 508 Total consolidated income before income taxes $ 2,000 Capital expenditures, including nuclear fuel and excluding growth expenditures $ 1 $ 536 $ 362 $ 364 $ 2 $ 1,265 Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures Corporate and Other - nuclear fuel net purchases $ 206 Total capital expenditures, including nuclear fuel and excluding growth expenditures $ 1,471
(a) See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other. (b) Other includes impairment of long-lived assets, other income, net and the impacts of the Tax Receivable Agreement. 153 VISTRA CORP. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A. CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in effect at December 31, 2025. Based on the evaluation performed, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of that date. There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. VISTRA CORP. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Vistra Corp. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the company. Vistra Corp.'s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies. The management of Vistra Corp. performed an evaluation of the effectiveness of the company's internal control over financial reporting as of December 31, 2025 based on the Committee of Sponsoring Organizations of the Treadway Commission's (COSO's) Internal Control - Integrated Framework (2013) . Based on the review performed, management believes that as of December 31, 2025 Vistra Corp.'s internal control over financial reporting was effective. The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Vistra Corp. has issued an attestation report on Vistra Corp.'s internal control over financial reporting. /s/ JAMES A. BURKE /s/ KRISTOPHER E. MOLDOVAN James A. Burke Kristopher E. Moldovan President and Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer) February 26, 2026 154 VISTRA CORP. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Vistra Corp. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Vistra Corp. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Dallas, Texas February 26, 2026 Item 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," except as set forth below: 155 VISTRA CORP. On December 2, 2025 , Stephanie Zapata Moore , Executive Vice President, General Counsel and Chief Compliance Officer of the Company, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (10b5-1 Plan). Moore's 10b5-1 Plan provides for the potential sale of up to 57,500 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. Moore's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on October 30, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Moore's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy. On December 1, 2025 , Scott Hudson , Executive Vice President and President of Vistra Retail of the Company, entered into a 10b5-1 Plan. Hudson's 10b5-1 Plan provides for the potential sale of up to 27,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. Hudson's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on August 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Hudson's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy. On December 1, 2025 , Stacey Doré , Chief Strategy and Sustainability Officer and Executive Vice President of Public Affairs of the Company, entered into a 10b5-1 Plan. Doré's 10b5-1 Plan provides for the potential sale of up to 36,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. Doré's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on December 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Doré's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 156 VISTRA CORP. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Code of Ethics Vistra has adopted a code of ethics entitled "Vistra Code of Conduct" that applies to directors, officers, and employees, including the chief executive officer and senior financial officers of Vistra. It may be accessed through the "Corporate Governance" section of the Company's website at www.vistracorp.com . Vistra also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website and will disclose such events within four business days following the date of the amendment or waiver, and such information will remain available on this website for at least a 12-month period. A copy of the "Vistra Code of Conduct" is available in print to any stockholder who requests it. Other information required by this Item is incorporated by reference to the section entitled "Corporate Governance" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. Item 11. EXECUTIVE COMPENSATION Information required by this Item is incorporated by reference to the section entitled "Compensation Discussion and Analysis" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this Item is incorporated by reference to the section entitled "Beneficial Ownership of Common Stock of the Company" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this Item is incorporated by reference to the sections entitled "Business Relationships and Related Person Transactions Policy" and "Director Independence" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by this Item is incorporated by reference to the section entitled "Principal Accountant Fees" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders. Deloitte & Touche LLP's PCAOB ID Number is 34 . 157 VISTRA CORP. PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Our financial statements and financial statement schedules are incorporated under Part II, Item 8 of this annual report on Form 10-K. (b) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT VISTRA CORP. (PARENT) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF OPERATIONS (Millions of Dollars) Year Ended December 31, 2025 2024 2023 Depreciation and amortization $ — $ — $ ( 15 ) Selling, general, and administrative expenses ( 114 ) ( 102 ) ( 80 ) Operating loss ( 114 ) ( 102 ) ( 95 ) Other income 2 28 31 Impacts of Tax Receivable Agreement 2 ( 5 ) ( 164 ) Loss before income tax benefit ( 110 ) ( 79 ) ( 228 ) Income tax benefit 20 17 58 Equity in earnings of subsidiaries, net of tax 1,034 2,721 1,663 Net income $ 944 $ 2,659 $ 1,493 See Notes to the Condensed Financial Statements. 158 VISTRA CORP. VISTRA CORP. (PARENT) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED BALANCE SHEETS (Millions of Dollars) December 31, 2025 2024 ASSETS Cash and cash equivalents $ 67 $ 22 Trade accounts receivable — affiliates 15 13 Income taxes receivable 63 8 Total current assets 145 43 Investment in affiliated companies 4,001 4,670 Property, plant, and equipment — net 2 2 Accumulated deferred income taxes 1,067 960 Other noncurrent assets — 3 Total assets $ 5,215 $ 5,678 LIABILITIES AND EQUITY Trade accounts payable $ 1 $ 8 Accounts payable —affiliates 41 27 Accrued taxes 3 9 Other current liabilities 20 27 Total current liabilities 65 71 Tax Receivable Agreement obligations 7 14 Other noncurrent liabilities and deferred debits 33 10 Total liabilities 105 95 Total stockholders' equity 5,110 5,583 Total liabilities and equity $ 5,215 $ 5,678 See Notes to the Condensed Financial Statements. 159 VISTRA CORP. VISTRA CORP. (PARENT) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF CASH FLOWS (Millions of Dollars) Year Ended December 31, 2025 2024 2023 Cash flows — operating activities: Cash used in operating activities $ ( 44 ) $ ( 37 ) $ ( 31 ) Cash flows — investing activities: Dividend received from subsidiaries 1,625 1,705 1,625 Proceeds from sales of subsidiary transferable ITCs — 150 — Cash provided by investing activities 1,625 1,855 1,625 Cash flows — financing activities: Stock repurchases ( 1,028 ) ( 1,266 ) ( 1,245 ) Dividends paid to common stockholders ( 306 ) ( 305 ) ( 313 ) Dividends paid to preferred stockholders ( 192 ) ( 173 ) ( 150 ) TRA Repurchase and tender offer - return of capital — ( 122 ) — Other, net ( 10 ) 39 91 Cash used in financing activities ( 1,536 ) ( 1,827 ) ( 1,617 ) Net change in cash, cash equivalents, and restricted cash 45 ( 9 ) ( 23 ) Cash, cash equivalents, and restricted cash — beginning balance 22 31 54 Cash, cash equivalents, and restricted cash — ending balance $ 67 $ 22 $ 31 See Notes to the Condensed Financial Statements. NOTES TO CONDENSED FINANCIAL STATEMENTS
- BASIS OF PRESENTATION The accompanying unconsolidated condensed balance sheets, statements of net loss and cash flows present results of operations and cash flows of Vistra Corp. (Parent). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules of the SEC. Because the unconsolidated condensed financial statements do not include all of the information and footnotes required by U.S. GAAP, they should be read in conjunction with the financial statements and related notes of Vistra Corp. and Subsidiaries included in the annual report on Form 10-K for the year ended December 31, 2025. Vistra Corp.'s subsidiaries have been accounted for under the equity method. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated. Parent files a consolidated U.S. federal income tax return. Consolidated tax expenses or benefits and deferred tax assets or liabilities have been allocated to the respective subsidiaries in accordance with the accounting rules that apply to separate financial statements of subsidiaries.
- RESTRICTIONS ON SUBSIDIARIES The Vistra Operations Credit Agreement generally restricts the ability of Vistra Operations to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2025, Vistra Operations can distribute approximately $ 11.2 billion to Parent without the consent of any party. The amount available for distribution has been reduced by distributions made by Vistra Operations to Parent of approximately $ 1.625 billion, $ 1.705 billion, and $ 1.625 billion during the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to make any payments required under the TRA or the Tax Matters Agreement or, to the extent arising out of Parent's ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses. As of December 31, 2025, all of the restricted net assets of Vistra Operations may be distributed to Parent. 160 VISTRA CORP.
- GUARANTEES Parent has entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions. As of December 31, 2025, there are no material outstanding claims related to guarantee obligations of Parent, and Parent does not anticipate it will be required to make any material payments under these guarantees in the near term.
- DIVIDEND RESTRICTIONS Under applicable law, Parent is prohibited from paying any dividend to the extent that immediately following payment of such dividend there would be no statutory surplus or Parent would be insolvent. Parent received $ 1.625 billion, $ 1.705 billion, and $ 1.625 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2025, 2024 and 2023, respectively. (c) EXHIBITS: Vistra Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2025 Exhibits Previously Filed With File Number* As Exhibit (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession 2.1 001-38086 Form 8-K (filed March 7, 2023) 2.1 — Transaction Agreement, dated March 6, 2023, by and among Vistra Operations Company LLC, Black Pen Inc. and Energy Harbor Corp. 2.2 001-38086 Form 8-K (filed May 21, 2025) 2.1 — Purchase and Sale Agreement, dated May 15, 2025, by and among Vistra Operations Company LLC, NEP Holdco 1, L.L.C., NatGas Fund Holdings, L.L.C., SEIF III NatGas Holdings, L.L.C. and Edgewater Parent, L.L.C. 2.3 001-38086 Form 8-K (filed January 5, 2026) 2.1 — Purchase and Sale Agreement, dated as of December 31, 2025, by and among Q-Generation Holdings, LLC, Vistra Operations Company LLC and Vistra Corp. 2.4 001-38086 Form 8-K (filed January 5, 2026) 2.2 — Agreement and Plan of Merger, dated as of December 31, 2025, by and among Hamilton Holdings II, LLC, Vistra Operations Company LLC, TSVME LLC and Q-Generation Holdings, LLC. (3(i)) Articles of Incorporation 3.1 001-38086 Form 8-K (filed on May 5, 2025) 3.1 — A mended and Restated Certificate of Incorporation of Vistra Corp. 3.2 001-38086 Form 8-K (filed on October 15, 2021) 3.1 — Series A Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on October 14, 2021 3.3 001-38086 Form 8-K (filed on December 13, 2021) 3.1 — Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021 3.4 001-38086 Form 8-K (filed on January 4, 2024) 3.1 — Series C Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023 (3(ii)) By-laws 3.5 001-38086 Form 8-K (filed on May 5, 2025) 3.2 — Amended and Restated Bylaws of Vistra Corp., effective May 2, 2025 (4) Instruments Defining the Rights of Security Holders, Including Indentures 4.1 001-38086 Form 8-K (filed on February 6, 2019) 4.1 — Indenture for 5.625% Senior Note due 2027, dated as of February 6, 2019, among Vistra Operations Company LLC, as issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee 161 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.2 001-38086 Form 8-K (filed on February 6, 2019) 4.2 — Form of Rule 144A Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1) 4.3 001-38086 Form 8-K (filed on February 6, 2019) 4.3 — Form of Regulation S Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1) 4.4 001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.6 — First Supplemental Indenture for the 5.625% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.5 001-38086 Form 10-K (Year ended December 31, 2019) (filed on February 28, 2020) 4.41 — Second Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.6 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.7 — Third Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.7 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.8 — Fourth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.8 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.17 — Fifth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.9 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.18 — Sixth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.10 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.4 — Seventh Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.11 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 4.22 — Eighth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.12 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 4.24 — Ninth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.13 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.2 — Tenth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.14 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.29 — Eleventh Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.15 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.7 — Twelfth Supplemental Indenture for 5.625% Senior Notes due 2027, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 162 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.16 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.2 — Thirteenth Supplemental Indenture for 5.625% Senior Notes due 2027, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 4.17 ** — Fourteenth Supplemental Indenture for 5.625% Senior Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.18 ** — Fifteenth Supplemental Indenture for 5.625% Senior Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.19 001-38086 Form 8-K (filed on June 24, 2019) 4.1 — Indenture for 5.00% Senior Notes due 2027, dated as of June 21, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee 4.20 001-38086 Form 8-K (filed on June 24, 2019) 4.2 — Form of Rule 144A Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1) 4.21 001-38086 Form 8-K (filed on June 24, 2019) 4.3 — Form of Regulation S Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1) 4.22 001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.7 — First Supplemental Indenture for the 5.000% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.23 001-38086 Form 10-K (Year ended December 31, 2019) (filed on February 28, 2020) 4.46 — Second Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.24 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.9 — Third Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.25 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.10 — Fourth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.26 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.26 — Fifth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.27 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.27 — Sixth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.28 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.5 — Seventh Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.29 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 4.33 — Eighth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 163 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.30 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 4.36 — Ninth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.31 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.3 — Tenth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee 4.32 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.44 — Eleventh Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.33 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.8 — Twelfth Supplemental Indenture for 5.00% Senior Notes due 2027, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.34 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.3 — Thirteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 4.35 ** — Fourteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.36 ** — Fifteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.37 001-38086 Form 8-K (filed on June 17, 2019) 4.1 — Indenture, dated as of June 11, 2019, between Vistra Operations Company LLC, as Issuer, and Wilmington Trust, National Association, as Trustee 4.38 001-38086 Form 8-K (filed on June 17, 2019) 4.2 — Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes Due 2029, dated as of June 11, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee 4.39 001-38086 Form 8-K (filed on June 17, 2019) 4.4 — Form of Rule 144A Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2) 4.40 001-38086 Form 8-K (filed on June 17, 2019) 4.6 — Form of Regulation S Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2) 4.41 001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.8 — Second Supplemental Indenture for 4.30% Senior Secured Notes due 2029, dated as of August 30, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.42 001-38086 Form 8-K (filed on November 21, 2019) 4.1 — Third Supplemental Indenture for 4.30% Senior Secured Notes due 2029, dated as of October 25, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, Subsidiary Guarantors and the Trustee 4.43 001-38086 Form 8-K (filed on November 21, 2019) 4.2 — Fourth Supplemental Indenture for 3.70% Senior Secured Notes due 2027, dated as of November 15, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee 164 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.44 001-38086 Form 8-K (filed on November 21, 2019) 4.3 — Form of Rule 144A Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2) 4.45 001-38086 Form 8-K (filed on November 21, 2019) 4.4 — Form of Regulation S Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2) 4.46 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.11 — Fifth Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of January 31, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.47 001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.12 — Sixth Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of March 26, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.48 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.41 — Seventh Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of October 7, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.49 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.42 — Eighth Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of January 8, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.50 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.6 — Ninth Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.51 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 4.50 — Tenth Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.52 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 4.55 — Twelfth Supplemental Indenture for 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.53 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.4 — Thirteenth Supplemental Indenture for 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.54 001-38086 Form 8-K (filed on October 2, 2023) 4.1 — Fourteenth Supplemental Indenture for the 6.950% Senior Secured Notes due 2033, dated as of September 26, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.55 001-38086 Form 8-K (filed on October 2, 2023) 4.3 — Form of Rule 144A Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1) 165 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.56 001-38086 Form 8-K (filed on October 2, 2023) 4.4 — Form of Regulation S Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1) 4.57 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.67 — Fifteenth Supplemental Indenture for 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 and 6.950% Senior Secured Notes due 2033, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.58 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.9 — Sixteenth Supplemental Indenture for 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 and 6.950% Senior Secured Notes due 2033, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.59 001-38086 Form 8-K (filed on April 18, 2024) 4.1 — Seventeenth Supplemental Indenture for 6.000% Senior Secured Notes due 2034, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee 4.60 001-38086 Form 8-K (filed on April 18, 2024) 4.3 — Form of Rule 144A Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1) 4.61 001-38086 Form 8-K (filed on April 18, 2024) 4.5 — Form of Regulation S Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1) 4.62 001-38086 Form 8-K (filed on December 9, 2024) 4.1 — Eighteenth Supplemental Indenture for 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated as of December 4, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee 4.63 001-38086 Form 8-K (filed on December 9, 2024) 4.2 — Form of Rule 144A Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1) 4.64 001-38086 Form 8-K (filed on December 9, 2024) 4.3 — Form of Rule 144A Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1) 4.65 001-38086 Form 8-K (filed on December 9, 2024) 4.4 — Form of Regulation S Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1) 4.66 001-38086 Form 8-K (filed on December 9, 2024) 4.5 — Form of Regulation S Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1) 4.67 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.4 — Nineteenth Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 , 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 166 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.68 ** — Twentieth Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated as of August 25, 2025 , among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.69 001-38086 Form 8-K (filed on October 15, 2025) 4.2 — Twenty-First Supplemental Indenture for 4.300% Senior Secured Notes due 2028, 4.600% Senior Secured Notes due 2030 and 5.250% Senior Secured Notes due 2035, dated as of October 10, 2025, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee 4.70 001-38086 Form 8-K (filed on October 15, 2025) 4.3 — Form of Rule 144A Global Security for 4.300% Senior Secured Note due 2028 (included in Exhibit 4.2) 4.71 001-38086 Form 8-K (filed on October 15, 2025) 4.4 — Form of Rule 144A Global Security for 4.600% Senior Secured Note due 2030 (included in Exhibit 4.2) 4.72 001-38086 Form 8-K (filed on October 15, 2025) 4.5 — Form of Rule 144A Global Security for 5.250% Senior Secured Note due 2035 (included in Exhibit 4.2) 4.73 001-38086 Form 8-K (filed on October 15, 2025) 4.6 — Form of Regulation S Global Security for 4.300% Senior Secured Note due 2028 (included in Exhibit 4.2) 4.74 001-38086 Form 8-K (filed on October 15, 2025) 4.7 — Form of Regulation S Global Security for 4.600% Senior Secured Note due 2030 (included in Exhibit 4.2) 4.75 ** — Twenty-Second Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026, 5.700% Senior Secured Notes due 2034, 4.300% Senior Secured Notes due 2028, 4.600% Senior Secured Notes due 2030 and 5.250% Senior Secured Notes due 2035 dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.76 001-38086 Form 8-K (filed on October 15, 2025) 4.8 — Form of Regulation S Global Security for 5.250% Senior Secured Note due 2035 (included in Exhibit 4.2) 4.77 001-38086 Form 8-K (filed on April 18, 2024) 4.2 — Indenture for 6.875% Senior Notes due 2032, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee 4.78 001-38086 Form 8-K (filed on April 18, 2024) 4.4 — Form of Rule 144A Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.2) 4.79 001-38086 Form 8-K (filed on April 18, 2024) 4.6 — Form of Regulation S Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.2) 4.80 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.7 — First Supplemental Indenture for 6.875% Senior Notes due 2032, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 167 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.81 ** — Second Supplemental Indenture for 6.875% Senior Notes due 2032, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.82 ** — Third Supplemental Indenture for 6.875% Senior Notes due 2032, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.83 001-38086 Form 8-K (filed on October 2, 2023) 4.2 — Indenture for the 7.750% Senior Unsecured Notes due 2031, dated as of September 26, 2023, by and among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors and the Trustee 4.84 001-38086 Form 8-K (filed on October 2, 2023) 4.5 — Form of Rule 144A Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2) 4.85 001-38086 Form 8-K (filed on October 2, 2023) 4.6 — Form of Regulation S Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2) 4.86 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.85 — First Supplemental Indenture for 7.750% Senior Secured Notes due 2031, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.87 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.3 — Second Supplemental Indenture for 7.750% Senior Secured Notes due 2031, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.88 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.5 — Third Supplemental Indenture for 7.750% Senior Secured Notes due 2031, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 4.89 ** — Fourth Supplemental Indenture for 7.750% Senior Secured Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.90 ** — Fifth Supplemental Indenture for 7.750% Senior Secured Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.91 001-38086 Form 8-K (filed on May 11, 2021) 4.1 — Indenture for 4.375% Senior Notes due 2029, dated as of May 10, 2021, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee 4.92 001-38086 Form 8-K (filed on May 11, 2021) 4.2 — Form of Rule 144A Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1) 4.93 001-38086 Form 8-K (filed on May 11, 2021) 4.3 — Form of Regulation S Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1) 4.94 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.7 — First Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.95 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 4.55 — Second Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 168 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.96 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 4.65 — Third Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.97 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.5 — Fourth Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.98 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.94 — Fifth Supplemental Indenture for 4.375% Senior Notes due 2029, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.99 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.5 — Sixth Supplemental Indenture for 4.375% Senior Notes due 2029, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.100 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.6 — Seventh Supplemental Indenture for 4.375% Senior Notes due 2029, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 4.101 ** — Eighth Supplemental Indenture for 4.375% Senior Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee 4.102 ** — Ninth Supplemental Indenture for 4.375% Senior Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee 4.103 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.16 — First Supplemental Indenture, dated as of June 15, 2009, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009 4.104 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.17 — Second Supplemental Indenture, dated as of June 30, 2009, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009 4.105 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.18 — Fifth Supplemental Indenture, dated as of August 15, 2016, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009 4.106 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.19 — Eighth Supplemental Indenture, dated as of August 15, 2016, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008 4.107 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.20 — Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009 4.108 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.21 — Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008 4.109 001-38086 Form 8-K (filed on August 23, 2018) 4.7 — Purchase and Sale Agreement dated as of August 21, 2018, between TXU Energy Retail Company LLC as originator, and TXU Energy Receivables Company LLC, as purchaser 169 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.110 001-38086 Form 8-K (filed on August 23, 2018) 4.8 — Receivable Purchase Agreement dated as of August 21, 2018, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.111 001-38086 Form 8-K (filed on April 5, 2019) 4.1 — First Amendment to Purchase and Sale Agreement, dated as of April 1, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser 4.112 001-38086 Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019) 4.12 — Second Amendment to Purchase and Sale Agreement, dated as of June 3, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser 4.113 001-38086 Form 8-K (filed on July 19, 2019) 4.1 — Third Amendment to Purchase and Sale Agreement, dated as of July 15, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser 4.114 001-38086 Form 8-K (filed on October 16, 2020) 4.1 — Fourth Amendment to Purchase and Sale Agreement, dated as of October 9, 2020, among TXU Energy Retail Company LLC, as an originator and servicer, the other originators named therein, and TXU Energy Receivables Company LLC, as purchaser 4.115 001-38086 Form 8-K (filed on December 28, 2020) 4.1 — Fifth Amendment to Purchase and Sale Agreement, dated as of December 21, 2020, among TXU Energy Retail Company LLC, certain originators named therein, and TXU Energy Receivables Company LLC, as purchaser 4.116 001-38086 Form of 8-K (filed on April 9, 2024) 4.2 — Sixth Amendment to Purchase and Sale Agreement, dated as of April 8, 2024, among TXU Receivables, as buyer, TXU Retail, as servicer, certain originators named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.117 001-38086 Form 8-K (filed on April 5, 2019) 4.2 — First Amendment to Receivables Purchase Agreement, dated as of April 1, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.118 001-38086 Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019) 4.13 — Second Amendment to Receivables Purchase Agreement, dated as of June 3, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.119 001-38086 Form 8-K (filed on July 19, 2019) 4.2 — Third Amendment to Receivables Purchase Agreement, dated as of July 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.120 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 4.76 — Fourth Amendment to Receivables Purchase Agreement, dated as of November 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 170 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.121 001-38086 Form 8-K (filed on July 16, 2020) 4.1 — Fifth Amendment to Receivables Purchase Agreement, dated as of July 13, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.122 001-38086 Form 8-K (filed on October 16, 2020) 4.2 — Sixth Amendment to Receivables Purchase Agreement, dated as of October 9, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.123 001-38086 Form 8-K (filed on December 28, 2020) 4.2 — Seventh Amendment to Receivables Purchase Agreement, dated as of December 21, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.124 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 4.56 — Eighth Amendment to Receivables Purchase Agreement, dated as of February 19, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.125 001-38086 Form 10-Q (Quarter ended March 31, 2021) (filed on May 4, 2021) 4.6 — Ninth Amendment to Receivables Purchase Agreement, dated as of March 26, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.126 001-38086 Form 8-K (filed on July 15, 2021) 4.1 — Tenth Amendment to Receivables Purchase Agreement, dated as of July 9, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.127 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.2 — Eleventh Amendment to Receivables Purchase Agreement, dated as of July 16, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.128 001-38086 Form of 8-K (filed on July 15, 2022) 4.1 — Twelfth Amendment to Receivables Purchase Agreement, dated as of July 11, 2022, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator 4.129 001-38086 Form of 8-K (filed on July 17, 2023) 4.1 — Thirteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2023, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.130 001-38086 Form of 8-K (filed on April 9, 2024) 4.1 — Fourteenth Amendment to Receivables Purchase Agreement, dated as of April 8, 2024, among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 171 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.131 001-38086 Form of 8-K (filed on July 12, 2024) 4.1 — Fifteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2024, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.132 001-38086 Form of 8-K (filed on July 16, 2025) 4.1 — Sixteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2025, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator 4.133 001-38086 Form of 8-K (filed on June 22, 2023) 4.1 — Facility Agreement, dated June 15, 2023, among Palomino Funding Trust I, Vistra Operations Company LLC, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee 4.134 001-38086 Form of 8-K (filed on June 22, 2023) 4.2 — Amended and Restated Declaration of Trust of Palomino Funding Trust I, dated June 15, 2023, among Vistra Operations Company LLC, as depositor, The Bank of New York Mellon Trust Company, N.A., as trustee, BNY Mellon Trust of Delaware, as Delaware trustee, and Vistra Operations Company LLC, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c) 4.135 001-38086 Form of 8-K (filed on June 22, 2023) 4.3 — Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee 4.136 001-38086 Form of 8-K (filed on June 22, 2023) 4.4 — Supplemental Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee 4.137 001-38086 Form of 8-K (filed on June 22, 2023) 4.5 — Form of 7.233% Senior Secured Notes due 2028 (included in Exhibit 4.4) 4.138 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.6 — Second Supplemental Indenture for the 7.233% Senior Secured Notes due 2028, dated August 3, 2023, among Vistra Operations Company LLC, as Issuer, the subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee 4.139 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.131 — Third Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee 4.140 001-38086 Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.4 — Fourth Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee 4.141 001-38086 Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.8 — Fifth Supplemental Indenture for 7.233% Senior Notes due 2028, dated February 5, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee 4.142 ** — Sixth Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee 172 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 4.143 ** — Seventh Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and the Bank of New York Mellon Trust Company, N.A., as trustee 4.144 333-215288 Form S-1 (filed December 23, 2016) 4.1 — Registration Rights Agreement, by and among TCEH Corp. (now known as Vistra Corp.) and the Holders party thereto, dated as of October 3, 2016 4.145 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 4.134 — Description of Capital Stock (10) Material Contracts Management Contracts; Compensatory Plans, Contracts and Arrangements 10.1 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.6 — 2016 Omnibus Incentive Plan 10.2 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.7 — Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan (pre-2021 awards) 10.3 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 10.5 — Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan 10.4 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 10.6 — Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan (2021) 10.5 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 10.7 — Form of Restricted Stock Unit Award Agreement (Director) for 2016 Omnibus Incentive Plan 10.6 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 10.8 — Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan (2021) 10.7 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 10.8 — Form of Restricted Stock Unit Award Agreement (Management), for 2016 Omnibus Incentive Plan, effective as of January 1, 202 5 10.8 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 10.9 — Form of Performance Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan, effective as of January 1, 2025 10.9 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 10.10 — Amended and Restated Vistra Annual Incentive Plan, effective as of January 1, 2025 10.10 001-38086 Form 8-K (filed on May 23, 2019) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan, effective as of May 20, 2019 10.11 001-38086 Form of 8-K (filed on May 6, 2024) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan effective as of May 1, 2024 173 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.12 001-33443 Form 10-K (Year ended December 31, 2018) (filed on February 28, 2019) 10.7 — Vistra Equity Deferred Compensation Plan for Certain Directors, effective as of January 1, 2019 10.13 001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021) 10.13 — Amendment No. 1 to the Vistra Equity Deferred Compensation Plan, dated effective as of February 24, 2021 10.14 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.15 — Second Amended and Restated Employment Agreement, dated March 20, 2022, between James A. Burke and Vistra Corp. 10.15 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.16 — Employment Agreement, dated as of July 20, 2022, between Kristopher E. Moldovan, Vistra Corp. and Vistra Corporate Services Company 10.16 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.17 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephanie Zapata Moore, Vistra Corp. and Vistra Corporate Services Company 10.17 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.18 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Carrie Lee Kirby, Vistra Corp. and Vistra Corporate Services Company 10.18 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.19 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Scott A. Hudson, Vistra Corp. and Vistra Corporate Services Company 10.19 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 10.21 — Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp. and Vistra Corporate Services Company 10.20 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 10.22 — Form of indemnification agreement with directors and officers 10.21 001-38086 Form 8-K (filed on May 5, 2025) 10.1 — 2025 Employee Stock Purchase Plan, effective April 30, 2025 Credit Agreements and Related Agreements 10.22 333-215288 Form S-1 (filed December 23, 2016) 10.1 — Credit Agreement, dated as of October 3, 2016 10.23 333-215288 Form S-1 (filed December 23, 2016) 10.2 — Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 10.24 333-215288 Amendment No. 1 to Form S-1 (filed February 14, 2017) 10.3 — Second Amendment to Credit Agreement, dated February 1, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 10.25 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.4 — Third Amendment to Credit Agreement, dated February 28, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 174 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.26 001-38086 Form 8-K (filed August 17, 2017) 10.1 — Fourth Amendment to Credit Agreement, dated as of August 17, 2017 (effective August 17, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 10.27 001-38086 Form 8-K (filed December 14, 2017) 10.1 — Fifth Amendment to Credit Agreement, dated as of December 14, 2017 (effective December 14, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 10.28 001-38086 Form 8-K (filed February 22, 2018) 10.1 — Sixth Amendment to Credit Agreement, dated as of February 20, 2018 (effective February 20, 2018), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto. 10.29 001-38086 Form 8-K (filed June 15, 2018) 10.1 — Seventh Amendment to Credit Agreement, dated as of June 14, 2018, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties party thereto, Credit Suisse and Citibank, N.A. as the 2018 Incremental Term Loan Lenders, the various other Lenders party thereto, Credit Suisse as Successor Administrative Agent and as Successor Collateral Agent, and Delaware Trust Company, as Collateral Trustee. 10.30 001-38086 Form 8-K (filed April 4, 2019) 10.4 — Eighth Amendment to Credit Agreement, dated March 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Bank of Montreal, Chicago Branch, as new Revolving Loan Lender, Revolving Letter of Credit Issuer and Joint Lead Arranger, the various other Lenders and Letter of Credit Issuers party thereto, and Credit Suisse as Administrative Agent and Collateral Agent 10.31 001-38086 Form 8-K (filed May 29, 2019) 10.1 — Ninth Amendment to Credit Agreement, dated May 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Sun Trust Bank, as incremental Revolving Loan Lender, and Credit Suisse AG, Cayman Island Branch, as Administrative Agent and Collateral Agent 10.32 001-38086 Form 8-K (filed on November 21, 2019) 10.1 — Tenth Amendment to the Credit Agreement, dated November 15, 2019, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, Credit Suisse AG, Cayman Islands Branch (as the 2019 Incremental Term Loan Lender and as Administrative Agent and as Collateral Agent), and the other Lenders party thereto 10.33 001-38086 Form 8-K (filed on May 5, 2022) 10.1 — Eleventh Amendment to the Credit Agreement, dated April 29, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, the financial institutions providing 2022 New Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Credit Lenders providing 2022 Extended Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Letter of Credit Issuers (as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent) 175 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.34 001-38086 Form 10-Q (Quarter ended September 30, 2022) (filed on November 4, 2022) 10.3 — Twelfth Amendment to the Credit Agreement, dated July 18, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent) 10.35 001-38086 Form 10-Q (Quarter ended June 30, 2023) (filed on August 9, 2023) 10.1 — Thirteenth Amendment to the Credit Agreement, dated April 28, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent) 10.36 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.1 — Fourteenth Amendment to the Credit Agreement, dated September 26, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent) 10.37 001-38086 Form 8-K (filed on December 26, 2023) 10.1 — Fifteenth Amendment to the Credit Agreement, dated December 20, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the 2023 Incremental Term Loan Lender, the other Credit Parties (as defined in the Credit Agreement) party thereto, the other lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent) 10.38 001-38086 Form 10-Q (Quarter ended September 30, 2024) (filed on November 8, 2024) 10.6 — Sixteenth Amendment to the Credit Agreement, dated October 11, 2024, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the guarantors party thereto, the revolving credit lenders and revolving letter of credit issuers party thereto, and Citibank, N.A. (as Administrative Agent and as Collateral Agent) 10.39 001-38086 Form 8-K (filed on December 16, 2024) 10.1 — Seventeenth Amendment to Credit Agreement, dated December 10, 2024, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the lenders party thereto, and Citibank, N.A. (as Administrative Agent and Collateral Agent) 10.40 001-38086 Form 8-K (filed on April 9, 2018) 10.10 — Assumption Agreement, dated as of April 9, 2018, between Vistra Energy Corp. (now known as Vistra Corp.) (as successor by merger to Dynegy Inc.), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Trustee. 10.41 001-38086 Form 8-K (filed on April 9, 2018) 10.11 — Guarantee and Collateral Agreement, dated as of April 23, 2013, among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013). 10.42 001-38086 Form 8-K (filed on April 9, 2018) 10.12 — Joinder, dated as of April 9, 2018, among Vistra Energy Corp. (now known as Vistra Corp.), the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee. 176 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.43 001-38086 Form 8-K (filed on April 9, 2018) 10.13 — Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013 among Dynegy, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013). 10.44 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 10.63 — Credit Agreement, dated as of February 4, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.45 001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.3 — First Amendment to Credit Agreement, dated as of May 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.46 001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.4 — Second Amendment to Credit Agreement, dated as of May 26, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.47 001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.5 — Third Amendment to Credit Agreement, dated as of June 8, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.48 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 10.72 — Fourth Amendment to Credit Agreement, dated as of October 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.49 001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023) 10.73 — Fifth Amendment to Credit Agreement, dated as of October 21, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.50 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.2 — Sixth Amendment to Credit Agreement, dated as of September 26, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.51 001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.3 — Seventh Amendment to Credit Agreement, dated as of October 4, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.52 001-38086 Form 10-Q (Quarter ended September 30, 2024) (filed on November 8, 2024) 10.5 — Eighth Amendment to Credit Agreement, dated as of October 2, 2024, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.53 001-38086 Form 8-K (filed on October 6, 2025) 10.1 — Ninth Amendment to Credit Agreement, dated as of October 1, 2025, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto 10.54 001-38086 Form 8-K (filed on April 1, 2024) 10.1 — Credit Agreement, dated March 26, 2024, by and among Vistra Zero Operating Company, LLC, the Lenders (as defined in the Credit Agreement) party thereto and Citibank, N.A. (as Administrative Agent and as Collateral Agent) 177 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.55 001-38086 Form 8-K (filed on December 19, 2024) 10.1 — First Amendment to Credit Agreement, dated December 17, 2024, by and among Vistra Zero Operating Company, LLC, the guarantors party thereto, the lenders party thereto and Citibank, N.A. (as Administrative Agent and Collateral Agent) Other Material Contracts 10.56 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.5 — Collateral Trust Agreement, dated as of October 3, 2016, by and among TEX Operations Company LLC (now known as Vistra Operations LLC), the Grantors from time to time thereto, Railroad Commission of Texas, as first-out representative, and Deutsche Bank AG, New York Branch, as senior credit agreement representative 10.57 001-38086 Form 8-K (filed on June 15, 2018) 10.2 — Amendment to Collateral Trust Agreement, effective as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as first-out representative, and Credit Suisse AG, Cayman Islands Branch, as senior credit agreement agent, and Delaware Trust Company, as Collateral Trustee 10.58 001-38086 Form 8-K (filed on June 15, 2018) 10.3 — Collateral Trust Joinder, dated June 14, 2018, between the Additional Grantors party thereto and Delaware Trust Company, as Collateral Trustee, to the Collateral Trust Agreement, effective pursuant to the Seventh Amendment as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as First-Out Representative, Credit Suisse AG, Cayman Islands Branch, as Senior Credit Agreement Agent, and Delaware Trust Company, as Collateral Trustee. 10.59 001-38086 Form 8-K (filed on January 4, 2024) 10.1 — Amended and Restated Tax Receivable Agreement, dated December 29, 2023, by and between the Company and Equiniti Trust Company, LLC 10.60 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.14 — Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Corp.), EFH Corp., Energy Future Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016 10.61 333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017) 10.18 — Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric Delivery Company) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016 10.62 001-38086 Form 8-K (filed on October 16, 2020) 10.1 — Master Framework Agreement, dated as of October 9, 2020, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, and MUFG Bank, Ltd., as buyer 10.63 001-38086 Form 8-K (filed on July 15, 2021) 10.1 — Amendment No. 1 to Master Framework Agreement, dated as of July 1, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 10.64 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 10.2 — Amendment No. 2 to Master Framework Agreement, dated as of August 3, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 10.65 001-38086 Form 8-K (filed on July 15, 2022) 10.1 — Amendment No. 3 to Master Framework Agreement, dated as of July 11, 2022, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 178 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 10.66 001-38086 Form 8-K (filed on July 17, 2023) 10.1 — Amendment No. 4 to Master Framework Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators name therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 10.67 001-38086 Form 8-K (filed on July 12, 2024) 10.1 — Amendment No. 5 to Master Framework Agreement, dated as of July 11, 2024, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators name therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 10.68 001-38086 Form of 8-K (filed on July 16, 2025) 10.1 — Amendment No. 6 to Master Framework Agreement, dated as of July 11, 2024, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer 10.69 001-38086 Form 8-K (filed on October 16, 2020) 10.2 — Master Repurchase Agreement, dated as of October 9, 2020, between TXU Energy Retail Company LLC and MUFG Bank, Ltd. 10.70 001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 10.3 — Amendment No. 1 to Master Repurchase Agreement, dated as of August 3, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd. 10.71 001-38086 Form 8-K (filed on December 28, 2020) 10.1 — Joinder Agreement, dated as of December 21, 2020, among TXU Energy Retail company LLC, as seller party agent, Vistra Operations Company LLC, as guarantor, certain originators named therein, and MUFG Bank, Ltd., as buyer 10.72 001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022) 10.62 — Amendment No. 2 to Master Repurchase Agreement, dated as of December 30, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd. 10.73 001-38086 Form 8-K (filed on July 17, 2023) 10.2 — Amendment No. 3 to Master Repurchase Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and MUFG Bank, Ltd., as buyer 10.74 001-38086 Form 8-K (filed on April 9, 2024) 10.1 — Joinder Agreement, dated as of April 8, 2024, among TXU Retail, as seller party agent, Vistra Operations, as guarantor, certain originators named therein, and MUFG, as buyer 10.75 001-38086 Form 8-K (filed on July 12, 2024) 10.2 — Amendment No. 4 to Master Repurchase Agreement, dated as of July 11, 2024, by and among TXU Energy Retail Company LLC, as seller and MUFG Bank, Ltd., as buyer 10.76 001-38086 Form 10-K (Year ended December 31, 2024) (filed on February 28, 2025) 10.76 — Amended and Restated Class B Unit Purchase Agreement, dated December 11, 2024, by and among Vistra Operations Company LLC, Vistra Vision Holdings I LLC, and Nuveen Asset Management, LLC (19) Insider Trading Policy 19.1 ** — Transactions in Vistra Corp. Securities Policy (21) Subsidiaries of the Registrant 21.1 ** — Significant Subsidiaries of Vistra Corp. (23) Consent of Experts 23.1 ** — Consent of Deloitte & Touche LLP (31) Rule 13a-14(a) / 15d-14(a) Certifications 179 VISTRA CORP. Exhibits Previously Filed With File Number* As Exhibit 31.1 ** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32) Section 1350 Certifications 32.1 *** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 *** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (95) Mine Safety Disclosures 95.1 ** — Mine Safety Disclosures (97) Policy Relating to Recover of Erroneously Awarded Compensation 97.1 001-38086 Form 10-K (Year ended December 31, 2023) (filed on February 29, 2024) 97.1 — Vistra Corp. Clawback Policy XBRL Data Files 101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statement of Changes in Equity and (vi) the Notes to the Consolidated Financial Statements. 101.SCH ** — XBRL Taxonomy Extension Schema Document 101.CAL ** — XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ** — XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ** — XBRL Taxonomy Extension Label Linkbase Document 101.PRE ** — XBRL Taxonomy Extension Presentation Linkbase Document 104 — The Cover Page Interactive Data File does not appear in Exhibit 104 because its XBRL tags are embedded within the Inline XBRL document.
* Incorporated herein by reference ** Filed herewith *** Furnished herewith Item 16. FORM 10-K SUMMARY None. 180 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Vistra Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VISTRA CORP. Date: February 26, 2026 By /s/ JAMES A. BURKE James A. Burke (President and Chief Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Vistra Corp. and in the capacities and on the date indicated. Signature Title Date /s/ JAMES A. BURKE Principal Executive Officer and Director February 26, 2026 (James A. Burke, President and Chief Executive Officer) /s/ KRISTOPHER E. MOLDOVAN Principal Financial Officer February 26, 2026 (Kristopher E. Moldovan, Chief Financial Officer) /s/ MARGARET MONTEMAYOR Principal Accounting Officer February 26, 2026 (Margaret Montemayor, Senior Vice President and Chief Accounting Officer) /s/ SCOTT B. HELM Chairman of the Board and Director February 26, 2026 (Scott B. Helm, Chairman of the Board) /s/ HILARY E. ACKERMANN Director February 26, 2026 (Hilary E. Ackermann) /s/ ARCILIA C. ACOSTA Director February 26, 2026 (Arcilia C. Acosta) /s/ GAVIN R. BAIERA Director February 26, 2026 (Gavin R. Baiera) /s/ PAUL M. BARBAS Director February 26, 2026 (Paul M. Barbas) /s/ LISA CRUTCHFIELD Director February 26, 2026 (Lisa Crutchfield) /s/ JULIE A. LAGACY Director February 26, 2026 (Julie A. Lagacy) /s/ JOHN W. PITESA Director February 26, 2026 (John W. Pitesa) /s/ JOHN R. SULT Director February 26, 2026 (John R. Sult) /s/ ROBERT C. WALTERS Director February 26, 2026 (Robert C. Walters) 181