Vistra - 10-Q quarterly report FY

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

— OR —


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number 001-38086

Vistra Corp.

(Exact name of registrant as specified in its charter)

Delaware

36-4833255

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6555 Sierra Drive,

Irving,

Texas

75039

(214)

812-4600

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

VST

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.


Class						Outstanding as of May 1, 2026
Common stock, par value $0.01 per share						337,182,468

TABLE OF CONTENTS


				PAGE
Glossary of Terms and Abbreviations				ii
Forward-Looking Statements				v
PART I.	FINANCIAL INFORMATION			1
Item 1.	Financial Statements (Unaudited)			1
		Condensed Consolidated Statements of Operations		1
		Condensed Consolidated Balance Sheets		2
		Condensed Consolidated Statements of Cash Flows		4
		Condensed Consolidated Statements of Changes in Equity		6
		Notes to Condensed Consolidated Financial Statements		7
			1. Business and Significant Accounting Policies	7
			2. Acquisitions	8
			3. Revenue	10
			4. Other Deductions, Net	12
			5 . Government G rants	12
			6 . Income Taxes	12
			7 . Property, Plant, and Equipment	14
			8 . Loss Events and Insur ance Recoveries	15
			9 . Goodwill and Identifiable Intangible Assets and Liabilities	16
			10 . Collateral Financing Agreement with Affiliate	17
			11 . Debt, Credit Facilities, and Financings	18
			1 2 . Derivatives	26
			1 3 . Fair Value Measurements	30
			1 4 . Asset Retirement Obligations	34
			1 5 . Commitments and Contingencies	35
			1 6 . Equity	41
			1 7 . Earnings Per Share	43
			1 8 . Segment Information	43
Item 2.	Management's Discussion and Analysis of Financial Condition, and Results of Operations			47
		Business Environment and Outlook		47
		N oteworthy Developments		48
		Factors Affecting Our Financial Condition and Results of Operations		50
		Results of Operations		52
		Liquidity and Capital Resources		58
		Critical Accounting Estimates		61
		Changes in Accounting Standards		61
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			61
Item 4.	Controls and Procedures			64
PART II.	OTHER INFORMATION			65
Item 1.		Legal Proceedings		65
Item 1A.		Risk Factors		65
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 3.		Defaults Upon Senior Securities		65
Item 4.		Mine Safety Disclosures		66
Item 5.		Other Information		66
Item 6.		Exhibits		67
SIGNATURE				70

GLOSSARY OF TERMS AND ABBREVIATIONS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.


Current and Former Related Entities:
Ambit Energy						Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit Energy), depending on context
Ambit Texas						Ambit Texas, LLC, a wholly owned subsidiary of Vistra
BCOP						BCOP Borrower LLC, a subsidiary of Vistra Zero
Dynegy Energy Services						Dynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (each d/b/a Dynegy, Better Buy Energy, Brighten Energy, Honor Energy and True Fit Energy), indirect, wholly owned subsidiaries of Vistra, that are REPs in certain areas of MISO and PJM, respectively, and are engaged in the retail sale of electricity to residential and business customers
Energy Harbor						Energy Harbor Holdings LLC (formerly known as Energy Harbor Corp.), and/or its subsidiaries, depending on context
Homefield Energy						Illinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers
Lotus						Lotus Infrastructure Partners
Luminant						subsidiaries of Vistra engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management
Parent						Vistra Corp.
TriEagle Energy						TriEagle Energy, LP (d/b/a TriEagle Energy, TriEagle Energy Services, Eagle Energy, Energy Rewards, Power House Energy and Viridian Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers
TXU Energy						TXU Energy Retail Company LLC (d/b/a TXU), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
U.S. Gas & Electric						U.S. Gas and Electric, LLC (d/b/a USG&E, Illinois Gas & Electric and ILG&E), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers
Value Based Brands						Value Based Brands LLC (d/b/a 4Change Energy, Express Energy and Veteran Energy), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
Vistra						Vistra Corp., and/or its subsidiaries, depending on context
Vistra Intermediate						Vistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra
Vistra Operations						Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra that is the issuer of certain series of notes (see Note 11 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities
Vistra Vision						Vistra Vision LLC, an indirect subsidiary of Vistra
Vistra Zero						subsidiaries of Vistra engaged in the operation and development of renewables and energy storage assets
Vistra Zero Operating						Vistra Zero Operating Company, LLC, an indirect, wholly owned subsidiary of Vistra
Transmission System Operators:
CAISO						The California Independent System Operator
ERCOT						Electric Reliability Council of Texas, Inc.
ISO-NE						ISO New England Inc.
MISO						Midcontinent Independent System Operator, Inc.
NYISO						New York Independent System Operator, Inc.
PJM						PJM Interconnection, LLC
Authoritative Organizations:
EPA						U.S. Environmental Protection Agency
FERC						U.S. Federal Energy Regulatory Commission
IRS						U.S. Internal Revenue Service
MSHA						U.S. Mine Safety and Health Administration


NRC						U.S. Nuclear Regulatory Commission
PUCT						Public Utility Commission of Texas
RCT						Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas, and has jurisdiction over oil and natural gas exploration and production, permitting and inspecting intrastate pipelines, and overseeing natural gas utility rates and compliance
SEC						U.S. Securities and Exchange Commission
TCEQ						Texas Commission on Environmental Quality
Rules and Regulations:
Exchange Act						Securities Exchange Act of 1934, as amended
IRA						Inflation Reduction Act of 2022
OBBBA						One Big Beautiful Bill Act
Securities Act						Securities Act of 1933, as amended
General Terms:
2025 Form 10-K						Vistra's annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026
ARO						asset retirement and mining reclamation obligation
Board						Vistra Corp.'s Board of Directors
CCGT						combined cycle natural gas turbine
CCR						coal combustion residuals
CME						Chicago Mercantile Exchange
CRR						congestion revenue rights
EBITDA						earnings (net income) before interest expense, income taxes, depreciation and amortization
ESS						energy storage system
Fitch						Fitch Ratings, Inc. (a credit rating agency)
FTR						financial transmission rights
GAAP						generally accepted accounting principles
GHG						greenhouse gas
GWh						gigawatt-hours
Heat Rate						Heat Rate is a measure of the efficiency of converting a fuel source to electricity
ISO						independent system operator
ITC						investment tax credit
load						demand for electricity
LTSA						long-term service agreements for plant maintenance
Market Heat Rate						Market Heat Rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier (generally natural gas plants), by the market price of natural gas
MMBtu						million British thermal units
MW						megawatts
MWh						megawatt-hours

NYMEX						the New York Mercantile Exchange, a commodity derivatives exchange
PTC						production tax credit
REP						retail electric provider
RTO						regional transmission organization
S&P						S&P Global Ratings (formerly Standard & Poor's Ratings) (a credit rating agency)
Series A Preferred Stock						Vistra's 8.0% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
Series B Preferred Stock						Vistra's 7.0% Series B Fixed-Rate Reset Cumulative Green Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share

iii


Series C Preferred Stock						Vistra's 8.875% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
SG&A						selling, general, and administrative
SO2						sulfur dioxide
SOFR						Secured Overnight Financing Rate, the average rate at which institutions can borrow U.S. dollars overnight while posting U.S. Treasury Bonds as collateral
TRA						Amended and Restated Tax Receivable Agreement, containing certain rights (TRA Rights) to receive payments from Vistra related to certain tax benefits, including benefits realized as a result of certain transactions entered into at the emergence of our predecessor from reorganization under Chapter 11 of the U.S. Bankruptcy Code
U.S.						United States of America
Vistra Operations Commodity-Linked Credit Agreement						credit agreement, dated as of February 4, 2022 (as amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time) by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the other credit parties thereto, the administrative agent, the collateral agent, and the other parties named therein
Vistra Operations Credit Agreement						credit agreement, dated as of October 3, 2016 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the letter of credit issuers party thereto, the administrative agent, the collateral agent, and the other parties named therein
Vistra Operations Credit Facilities						Vistra Operations revolving credit commitments and term loan financing facilities
Vistra Zero Credit Agreement						credit agreement, dated as of March 26, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Zero Operating, the lenders party thereto, the administrative agent, and collateral agent, and the other parties named therein

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. All statements, other than statements of historical facts, that are included in this report, or made in presentations, in response to questions or otherwise, that address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to our financial or operational projections, capital allocation, capital expenditures, liquidity, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments, and the growth of our businesses and operations, including potential transactions with large load facilities at our nuclear and natural gas plants (often, but not always, through the use of words or phrases such as "intends," "plans," "potential," "will likely," "unlikely," "believe," "expect," "anticipated," "estimate," "should," "could," "may," "projection," "forecast," "target," "goal," "objective," and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause our actual results to differ materially from those projected in or implied by such forward looking statement. Any such forward-looking statement is qualified in its entirety by reference to the discussion in (i) Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition, and Results of Operations in our 2025 Form 10-K, and (ii) Part I, Item 2 Management's Discussion and Analysis of Financial Condition, and Results of Operations in this quarterly report on Form 10-Q.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict them. In addition, we may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

PART I. FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS

VISTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (Millions of Dollars, Except Share Data)


	Three Months Ended March 31,
		2026		2025
Operating revenues		$	5,640	$	3,933
Fuel, purchased power costs, and delivery fees		(2,530)		(2,447)
Operating costs		(700)		(693)
Depreciation and amortization		(484)		(522)
Selling, general, and administrative expenses		(427)		(391)


Operating income (loss)		1,499		(120)
Other deductions, net		(24)		(5)

Interest expense and related charges		(263)		(319)


Net income (loss) before income taxes		1,212		(444)
Income tax (expense) benefit		(183)		176


Net income (loss) attributable to Vistra		$	1,029	$	(268)
Cumulative dividends attributable to preferred stock		(49)		(49)
Net income (loss) attributable to Vistra common stock		$	980	$	(317)
Weighted average shares of common stock outstanding:
Basic		337,823,560		339,799,989
Diluted		341,856,774		339,799,989
Net income (loss) per weighted average share of common stock outstanding:
Basic		$	2.90	$	(0.93)
Diluted		$	2.87	$	(0.93)

See Notes to Condensed Consolidated Financial Statements


VISTRA CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Millions of Dollars, Except Share Data)
	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	634	$	785
Restricted cash	37		31
Trade accounts receivable — net	1,984		2,323

Inventories — net
Materials and supplies	603		599
Fuel stock and natural gas in storage	427		417
Commodity and other derivative contractual assets	3,186		2,793
Margin deposits related to commodity contracts	1,070		1,133
Margin deposits posted under affiliate financing agreement	446		444
Prepaid expense and other current assets	629		654
Total current assets	9,016		9,179
Restricted cash	6		6
Investments	5,001		5,091

Property, plant, and equipment — net	19,876		19,846
Goodwill	2,810		2,810
Identifiable intangible assets — net	2,363		2,435
Commodity and other derivative contractual assets	412		405
Accumulated deferred income taxes	239		239

Other noncurrent assets	1,585		1,539
Total assets	$	41,308	$	41,550
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings	$	—	$	1,800
Accounts receivable financing	750		1,225
Long-term debt due currently	1,899		1,201
Forward repurchase obligation due currently	641		632
Trade accounts payable	1,359		1,644
Commodity and other derivative contractual liabilities	4,209		4,049
Margin deposits related to commodity contracts	11		7

Accrued taxes other than income	114		224
Accrued interest	287		188
Asset retirement obligations	185		181

Other current liabilities	604		663
Total current liabilities	10,059		11,814
Margin deposits financing with affiliate	446		444
Long-term debt, less amounts due currently	17,264		15,842



Commodity and other derivative contractual liabilities	1,256		1,729
Accumulated deferred income taxes	1,201		1,049

Asset retirement obligations	4,046		4,035

Other noncurrent liabilities and deferred credits	1,426		1,527
Total liabilities	35,698		36,440

See Notes to Condensed Consolidated Financial Statements


VISTRA CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Millions of Dollars, Except Share Data)
	March 31, 2026		December 31, 2025
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 March 31, 2026 and December 31, 2025, respectively)	2,476		2,476
Common stock (par value $0.01 per share, 1,800,000,000 shares authorized, 338,079,954 and 338,059,635 shares outstanding at March 31, 2026 and December 31, 2025, respectively)	5		5
Treasury stock, at cost (217,923,088 and 215,599,525 shares at March 31, 2026 and December 31, 2025, respectively)	(7,303)		(6,925)
Additional paid-in-capital	9,499		9,536
Retained earnings (accumulated deficit)	903		(12)
Accumulated other comprehensive income	17		17
Stockholders' equity	5,597		5,097
Noncontrolling interest in subsidiary	13		13
Total equity	5,610		5,110
Total liabilities and equity	$	41,308	$	41,550

See Notes to Condensed Consolidated Financial Statements


VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of Dollars)
	Three Months Ended March 31,
	2026		2025
Cash flows — operating activities:
Net income (loss)	$	1,029	$	(268)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	718		772
Deferred income tax expense (benefit), net	159		(185)



Unrealized net (gain) loss from mark-to-market valuations of commodities	(723)		567
Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps	(16)		48
Unrealized net loss from nuclear decommissioning trusts	111		15
Asset retirement obligation accretion expense	29		34


Bad debt expense	42		44
Stock-based compensation expense	32		21

Other, net	(12)		57
Changes in operating assets and liabilities:
Margin deposits, net	67		(217)

Accrued interest	99		51
Accrued taxes other than income	(110)		(109)
Accrued employee incentive	(135)		(177)
Other operating assets and liabilities	(91)		(54)
Cash provided by operating activities	1,199		599
Cash flows — investing activities:
Capital expenditures, including nuclear fuel purchases and LTSA prepayments	(883)		(768)
Lotus acquisition purchase price adjustment	6		—
Proceeds from sales of nuclear decommissioning trust fund securities	1,821		2,107
Investments in nuclear decommissioning trust fund securities	(1,822)		(2,112)
Proceeds from sales of environmental allowances	121		21
Purchases of environmental allowances	(160)		(307)
Insurance proceeds for recovery of damaged property, plant, and equipment	186		—
Proceeds from sales of property, plant, and equipment, including nuclear fuel	28		—
Other, net	65		(2)
Cash used in investing activities	(638)		(1,061)
Cash flows — financing activities:
Issuances of debt	2,250		—



Repayments/repurchases of debt	(115)		(6)
Net borrowings (repayments) under accounts receivable financing	(475)		332
Borrowings under Revolving Credit Facility	150		—
Repayments under Revolving Credit Facility	(530)		—

Repayments under Commodity-Linked Facility	(1,420)		—
Debt issuance costs	(26)		—
Stock repurchases	(372)		(337)
Dividends paid to common stockholders	(77)		(83)
Dividends paid to preferred stockholders	(21)		(21)

Tax withholding on stock based compensation	(69)		(50)


Other, net	(1)		1
Cash used in financing activities	(706)		(164)

See Notes to Condensed Consolidated Financial Statements


VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of Dollars)
	Three Months Ended March 31,
	2026		2025
Net change in cash, cash equivalents and restricted cash (current and noncurrent)	(145)		(626)
Cash, cash equivalents and restricted cash (current and noncurrent) — beginning balance	822		1,222
Cash, cash equivalents and restricted cash (current and noncurrent) — ending balance	$	677	$	596
Supplemental Cash Flow Information:
Cash payments related to:
Interest paid	$	202	$	210
Capitalized interest	(42)		(29)
Interest paid (net of capitalized interest)	$	160	$	181

See Notes to Condensed Consolidated Financial Statements


VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Millions of Dollars)
	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income		Total Stockholders' Equity		Noncontrolling Interest in Subsidiary		Total Equity
Balances at December 31, 2025	$	2,476	$	5	$	(6,925)	$	9,536	$	(12)	$	17	$	5,097	$	13	$	5,110

Stock repurchases	—		—		(378)		—		—		—		(378)		—		(378)
Effects of stock-based incentive compensation plans (a)	—		—		—		(34)		—		—		(34)		—		(34)

Net income	—		—		—		—		1,029		—		1,029		—		1,029
Dividends declared on common stock	—		—		—		—		(78)		—		(78)		—		(78)
Dividends declared on preferred stock	—		—		—		—		(39)		—		(39)		—		(39)




Other	—		—		—		(3)		3		—		—		—		—
Balances at March 31, 2026	$	2,476	$	5	$	(7,303)	$	9,499	$	903	$	17	$	5,597	$	13	$	5,610



	Preferred Stock		Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity		Noncontrolling Interest in Subsidiary		Total Equity
Balances at December 31, 2024	$	2,476	$	5	$	(5,912)	$	9,435	$	(454)	$	20	$	5,570	$	13	$	5,583

Stock repurchases	—		—		(336)		—		—		—		(336)		—		(336)
Effects of stock-based incentive compensation plans (a)	—		—		—		(27)		—		—		(27)		—		(27)

Net loss	—		—		—		—		(268)		—		(268)		—		(268)
Dividends declared on common stock	—		—		—		—		(75)		—		(75)		—		(75)
Dividends declared on preferred stock	—		—		—		—		(38)		—		(38)		—		(38)




Other	—		—		—		(1)		—		—		(1)		—		(1)
Balances at March 31, 2025	$	2,476	$	5	$	(6,248)	$	9,407	$	(835)	$	20	$	4,825	$	13	$	4,838

____________

(a)Includes cash payments to cover tax withholding obligations upon the vesting of stock-based incentive compensation plans of $69 million and $50 million for the three months ended March 31, 2026 and 2025, respectively.

See Notes to Condensed Consolidated Financial Statements

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.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 18 for additional information.

Significant Accounting Policies

Basis of Presentation

The condensed 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 2025 Form 10-K. All intercompany items and transactions have been eliminated in consolidation. The condensed consolidated financial information herein reflects all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. 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.

Comprehensive Income (Loss)

Comprehensive income (loss) is the same as net income (loss) for all periods presented.

New Accounting Standards

Expense Disaggregation Disclosures

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Recent Developments

Debt, Credit Facilities, and Financings

Vistra Operations Senior Notes — In April 2026, Vistra Operations issued $4.0 billion aggregate principal amount of senior unsecured notes, consisting of $500 million aggregate principal amount of 4.550% senior unsecured notes due 2028, $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2031, $1.0 billion aggregate principal amount of 5.250% senior unsecured notes due 2033, and $1.5 billion aggregate principal amount of 5.550% senior unsecured notes due 2036 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 30 and October 30 beginning October 30, 2026. Net proceeds totaling approximately $3.968 billion were used to repay or redeem existing indebtedness, including the $1.3 billion outstanding principal amount of 5.625% Senior Notes due 2027 and the $2.444 billion in outstanding borrowings under the Term Loan B-3 facility, and to pay fees and expenses related to the offering. Excess net proceeds will be used for general corporate purposes. See Note 11 for additional information.

Interest Rate Swaps — In April 2026, we settled and terminated all of Vistra Operation's interest rate swaps. The transaction resulted in a settlement gain of $11 million that was recorded in interest expense and related charges in the condensed consolidated statements of operations in April 2026. See Note 12 for additional information.

Release of Collateral — As a result of upgrades of Vistra Operations' credit ratings to investment-grade and the satisfaction of certain other conditions, the liens on the collateral securing the senior secured notes and credit facilities were automatically terminated and released in full in April 2026. See Note 11 for additional information.

2. 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 the second half of 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 of $137 million, was $1.1 billion.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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. During March 2026, the Company received $6 million of net additional consideration associated with the working capital settlement resulting in a final purchase price of $1.231 billion.

Provisional fair value measurements were made for acquired assets and liabilities in the fourth quarter of 2025 and adjustments to those measurements were made in the first quarter of 2026. 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:



	Initial Preliminary Allocation		Measurement Period Adjustments		Allocation as of March 31, 2026
	(in millions)
Cash and cash equivalents	$	97	$	—	$	97
Trade accounts receivables, inventories, prepaid expenses, and other current assets	72		(4)		68
Property, plant, and equipment (a)	2,346		—		2,346



Other noncurrent assets	22		(2)		20
Total identifiable assets acquired	2,537		(6)		2,531

Trade accounts payable and other current liabilities	21		—		21
Long-term debt, including amounts due currently (b)	803		—		803
Commodity and other derivative contractual liabilities (c)	417		—		417

Asset retirement obligations	13		—		13
Identifiable intangible liabilities	23		—		23
Other noncurrent liabilities and deferred credits	23		—		23
Total identifiable liabilities assumed	1,300		—		1,300


Net assets acquired	1,237		(6)		$	1,231

(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)Assumed long-term debt was valued based on observable market prices in less active markets (Level 2) which approximates the principal balance. In November 2025, the Company repaid the long-term indebtedness assumed.

(c)Acquired derivatives are valued using the methods described in Note 13 (Level 1, Level 2, or Level 3).

The combined results of operations are reported in the consolidated financial statements beginning as of the acquisition date. The following unaudited pro forma financial information for the Company for the three months ended March 31, 2025 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.


	Three Months Ended March 31, 2025

	(in millions)
Revenues	$	4,106
Net loss	$	(292)

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3. REVENUE

Revenue Disaggregation

The following tables disaggregate our revenue by major source:


	Three Months Ended March 31, 2026
	Retail		Texas		East		West		Asset Closure		Eliminations / Corporate and Other		Consolidated
	(in millions)
Revenue from contracts with customers:
Retail energy charge in ERCOT	$	1,894	$	—	$	—	$	—	$	—	$	—	$	1,894
Retail energy charge in Northeast/Midwest	1,259		—		—		—		—		—		1,259
Wholesale generation revenue from ISO/RTO	—		223		1,136		17		—		—		1,376
Capacity revenue from ISO/RTO (a)	—		—		122		—		—		—		122
Revenue from other wholesale contracts	—		118		177		54		—		1		350
Total revenue from contracts with customers	3,153		341		1,435		71		—		1		5,001
Other revenues:

Transferable PTC revenues (b)	—		2		—		—		—		—		2
Hedging revenues — realized	201		(33)		(198)		27		—		—		(3)
Hedging revenues — unrealized	306		510		(170)		(10)		—		—		636
Business interruption insurance proceeds	—		—		—		—		6		—		6
Intangible amortization and other revenues	—		—		(2)		—		—		—		(2)
Intersegment sales	29		980		1,311		1		—		(2,321)		—
Intersegment sales — unrealized	—		1,187		(116)		—		—		(1,071)		—
Total other revenues	536		2,646		825		18		6		(3,392)		639
Total revenues	$	3,689	$	2,987	$	2,260	$	89	$	6	$	(3,391)	$	5,640

____________

(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $321 million of capacity sold offset by $199 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying solar assets during the period.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three Months Ended March 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	$	1,986	$	—	$	—	$	—	$	—	$	—	$	1,986
Retail energy charge in Northeast/Midwest	1,039		—		—		—		—		—		1,039
Wholesale generation revenue from ISO/RTO	—		78		770		26		—		—		874
Capacity revenue from ISO/RTO (a)	—		—		20		—		—		—		20
Revenue from other wholesale contracts	—		129		130		68		4		—		331
Total revenue from contracts with customers	3,025		207		920		94		4		—		4,250
Other revenues:

Transferable PTC revenues (b)	—		2		—		—		—		—		2
Hedging revenues — realized	274		(27)		(78)		26		—		—		195
Hedging revenues — unrealized	(157)		(143)		(250)		36		1		—		(513)
Intangible amortization and other revenues	—		—		(1)		—		—		—		(1)
Intersegment sales	26		1,054		1,060		—		(1)		(2,139)		—
Intersegment sales — unrealized	—		(883)		(271)		1		—		1,153		—
Total other revenues	143		3		460		63		—		(986)		(317)
Total revenues	$	3,168	$	210	$	1,380	$	157	$	4	$	(986)	$	3,933

____________

(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $73 million of capacity sold offset by $53 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying solar assets during the period.

Performance Obligations

As of March 31, 2026, 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.


	Balance of 2026		2027		2028		2029		2030		2031 and Thereafter		Total
	(in millions)
Remaining performance obligations	$	1,343	$	1,675	$	733	$	215	$	215	$	3,293	$	7,474

Trade Accounts Receivable


	March 31, 2026		December 31, 2025
	(in millions)
Wholesale and retail trade accounts receivable	$	2,057	$	2,412
Allowance for credit losses	(73)		(89)
Trade accounts receivable — net	$	1,984	$	2,323

Trade accounts receivable from contracts with customers — net	$	1,621	$	1,826
Other trade accounts receivable — net	363		497
Trade accounts receivable — net	$	1,984	$	2,323

Gross trade accounts receivable as of March 31, 2026 and December 31, 2025 include unbilled retail revenues of $785 million and $924 million, respectively.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Allowance for Credit Losses on Accounts Receivable


	Three Months Ended March 31,
	2026		2025
	(in millions)
Allowance for credit losses on accounts receivable at beginning of period	$	89	$	79
Increase for bad debt expense	42		44
Decrease for account write-offs	(58)		(48)

Allowance for credit losses on accounts receivable at end of period	$	73	$	75

4. OTHER DEDUCTIONS, NET


	Three Months Ended March 31,
		2026		2025
		(in millions)
NDT net loss (a)		$	(34)	$	(10)



Interest income		7		6
All other		3		(1)
Total other deductions, net		$	(24)	$	(5)

____________

(a)Includes interest, dividends, and net realized and unrealized gains (losses) associated with NDTs of the PJM nuclear facilities. Reported in the East segment.

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 is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to an annually inflated gross-receipts based phase out. The Company accounts for transferable ITCs and PTCs we expect to receive in accordance with ASC 832, Government Grants as amended by ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.

Transferable ITCs

In March 2026, our Newton 52 MW solar / 2 MW battery ESS facility in Illinois met the requirements to be placed in service. As a result, in the three months ended March 31, 2026, we recognized $46 million of transferable ITCs associated with the project in other noncurrent assets in the consolidated balance sheet.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Income Tax (Expense) Benefit

The components of our income tax (expense) benefit are as follows:


	Three Months Ended March 31,
		2026			2025
		(in millions)
Net income (loss) before income taxes		$	1,212		$	(444)
Income tax (expense) benefit		$	(183)		$	176
Effective tax rate		15.1		%	39.6		%

We evaluate and update our annual effective income tax rate on an interim basis based on current and forecasted earnings and tax laws. The mix and timing of our actual earnings compared to annual projections, as well as the amount of pre-tax earnings in comparison to the required discrete items, can cause interim effective tax rate fluctuations.

For the three months ended March 31, 2026, the effective tax rate of 15.1% was lower than the U.S. federal statutory rate of 21% due primarily to permanent differences recorded discretely related to tax deductions available for stock-based compensation.

For the three months ended March 31, 2025, the effective tax rate of 39.6% was higher than the U.S. federal statutory rate of 21% due primarily to state income taxes and permanent differences recorded discretely related to tax deductions available for stock-based compensation.

Income Taxes Paid

For the three months ended March 31, 2026 and 2025, we paid state income taxes of $8 million and $5 million respectively, and received state tax refunds of $2 million and zero, respectively. We paid no federal income taxes in the three months ended March 31, 2026 and 2025.

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 2026 tax year. We have taken the CAMT and forecasted OBBBA impacts into account when forecasting cash taxes.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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. Land and construction work in progress are not depreciated.


	March 31, 2026		December 31, 2025
	(in millions)
Power generation and structures and office and other equipment	$	25,585	$	25,084
Land	637		637
Construction work in progress	1,751		1,917
Finance lease right-of-use assets	197		190
Nuclear fuel	2,273		2,036
Property, plant, and equipment — gross	30,443		29,864
Less accumulated depreciation	(9,694)		(9,273)
Less finance lease right-of-use assets accumulated amortization	(43)		(41)
Less accumulated amortization of nuclear fuel	(830)		(704)
Property, plant, and equipment — net	$	19,876	$	19,846

Depreciation and amortization of property, plant, and equipment consisted of the following:


Property, Plant, and Equipment	Condensed Consolidated Statements of Operations	Three Months Ended March 31,
			2026		2025
			(in millions)
Power generation and structures and office and other equipment	Depreciation and amortization		$	454	$	479
Finance lease right-of-use assets	Depreciation and amortization		2		2
Nuclear fuel	Fuel, purchased power costs, and delivery fees		126		111

Total property, plant, and equipment expense			$	582	$	592

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 may change if economic or other conditions dictate, or if we are required to continue running the plants for grid reliability reasons.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

As a result of the Moss Landing Incident, (i) 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 18 for additional information), (ii) we determined not to return the Moss Landing 100 MW battery facility to service, and (iii) we are working towards a return to service of our Moss Landing 350 MW battery facility in mid-2026, pending the evaluation of our restart plans following the completion of our investigation into the cause of the fire, which creates uncertainty as to when or if the facility will return to service. Moss Landing 350 MW battery facility has a net book value of approximately $316 million as of March 31, 2026.

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 18 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, of which approximately $70 million has been spent through March 31, 2026, including approximately $21 million in the three months ended March 31, 2026. As of March 31, 2026, our accrual for estimated future costs for the ASAOC activities is approximately $40 million, which is reflected in other current liabilities in the condensed 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 15 for additional information. While we expect revenues in the West segment to decrease relative to 2024 due to the Moss Landing 300 MW and 100 MW battery facilities not returning to service, uncertainty regarding the timing of any potential restart of the Moss Landing 350 MW battery facility, as well as the nature and extent of additional costs that may be incurred related to the Moss Landing Incident, limits our ability to predict the full impact on our 2026 financial statements.

We have filed insurance claims against applicable insurance policies with combined business interruption and property loss limits of $500 million, net of deductibles, all of which has been fully collected as of February 2026. During the three months ended March 31, 2026, we received $198 million of property damage insurance proceeds which reduced the property damage insurance receivable and $6 million of business interruption insurance proceeds which is included in operating revenues in the condensed consolidated statements of operations.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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. Through March 31, 2026, we have received property damage insurance proceeds of $153 million and business interruption proceeds of $47 million. During the three months ended March 31, 2026, we received $9 million of property damage insurance proceeds and did not receive any business interruption insurance proceeds. We expect to receive additional property damage and business interruption insurance proceeds related to the incident. These additional proceeds will be recorded as income in the period they are realized.

9. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS AND LIABILITIES

Goodwill

As of both March 31, 2026 and December 31, 2025, the carrying value of goodwill totaled $2.810 billion, including $2.688 billion allocated to our Retail reporting unit and $122 million allocated to our Texas Generation reporting unit. Goodwill of $1.944 billion is deductible for tax purposes over 15 years on a straight-line basis.

Identifiable Intangible Assets and Liabilities

Identifiable intangible assets are comprised of the following:


	March 31, 2026						December 31, 2025
Identifiable Intangible Asset	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
	(in millions)
Retail customer relationships	$	2,173	$	2,076	$	97	$	2,173	$	2,067	$	106
Software and other technology-related assets	683		383		300		656		365		291
Retail and wholesale contracts	369		314		55		369		295		74
Long-term service agreements	18		6		12		18		6		12
Other identifiable intangible assets (a)	576		18		558		628		17		611
Total identifiable intangible assets subject to amortization	$	3,819	$	2,797	1,022		$	3,844	$	2,750	1,094
Retail trade names (not subject to amortization)					1,341						1,341

Total identifiable intangible assets					$	2,363					$	2,435

____________

(a)Includes mining development costs and environmental allowances (emissions allowances and renewable energy certificates).

Identifiable intangible liabilities are comprised of the following:


Identifiable Intangible Liability	March 31, 2026		December 31, 2025
	(in millions)
Long-term service agreements	$	98	$	100
Wholesale power and fuel purchase contracts	35		38

Total identifiable intangible liabilities	$	133	$	138

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Amortization of finite-lived identifiable intangible assets and liabilities (including the classification in the condensed consolidated statements of operations) consisted of the following:


Identifiable Intangible Assets/Liabilities	Condensed Consolidated Statements of Operations	Three Months Ended March 31,
			2026		2025
			(in millions)
Retail customer relationships	Depreciation and amortization		$	9	$	23
Software and other technology-related assets	Depreciation and amortization		16		18
Retail and wholesale contracts	Operating revenues/Fuel, purchased power costs, and delivery fees		(3)		(2)
Other identifiable intangible assets (a)	Fuel, purchased power costs, and delivery fees/Depreciation and amortization		119		136
Total intangible asset expense, net			$	141	$	175

___________

(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 condensed 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.

Estimated Amortization of Identifiable Intangible Assets

As of March 31, 2026, 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	$	177
2027	$	85
2028	$	64
2029	$	44
2030	$	26

10. COLLATERAL FINANCING AGREEMENT WITH AFFILIATE

In 2023, Vistra Operations entered into a 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.

As of March 31, 2026 and December 31, 2025, the fair value of Eligible Assets held by counterparties to satisfy current and future margin deposit requirements totaled $446 million and $444 million, respectively, and is reported in the condensed consolidated balance sheets as margin deposits posted under affiliate financing agreement and margin deposits financing with affiliate. See Note 10 to the Financial Statements in our 2025 Form 10-K for additional information.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

11. DEBT, CREDIT FACILITIES, AND FINANCINGS

Debt, credit facilities and financing obligations on the condensed consolidated balance sheets consisted of the following:


	March 31, 2026		December 31, 2025
	(in millions)
Long-term debt, including amounts due currently:
Project-level debt	$	1,461	$	1,569
Vistra Operations debt	17,871		15,627
Long-term debt before unamortized premiums, discounts and issuance costs	19,332		17,196
Unamortized premiums, discounts and issuance costs	(169)		(153)
Long-term debt including amounts due currently	$	19,163	$	17,043
Short-term borrowings	$	—	$	1,800
Accounts receivable financing	$	750	$	1,225
Forward repurchase obligation	$	641	$	632

Release of Collateral

On December 2, 2025, S&P upgraded Vistra Operations' issuer credit rating from BB+ to BBB- and revised its outlook from Positive to Stable, and on March 20, 2026, S&P upgraded the Senior Unsecured Notes (as defined below) rating from BB+ to BBB-. On March 16, 2026, Fitch upgraded Vistra Operations' issuer default rating and the Senior Unsecured Notes rating from BB+ to BBB- and revised its outlook from Positive to Stable. As a result of these investment-grade ratings and the satisfaction of certain other conditions specified in the Vistra Operations Senior Secured Indenture (as defined below), an investment grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes (as defined below) were automatically terminated and released in full on April 2, 2026 (Collateral Release).

The Collateral Release represents the elimination of the collateral and related lien provisions under the Vistra Operations Senior Secured Indenture only and did not modify, refinance, extinguish, or otherwise change the outstanding principal amount, maturity, interest rates, or other material terms of the Senior Secured Notes. Following the Collateral Release, the Senior Secured Notes are effectively unsecured and rank pari passu with the Senior Unsecured Notes. The Collateral Release is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.

Additionally, Vistra Operations repaid $2.444 billion in outstanding borrowings under the Term Loan B-3 facility (as defined below) in April 2026, and in coordination with the investment-grade ratings, met the collateral suspension provisions of the Vistra Operations Credit Agreement and Commodity-Linked Credit Agreement releasing all liens securing the Vistra Operations Credit Facilities and the Vistra Operations Commodity-Linked Credit Facility (Credit Facility Collateral Suspension). The Credit Facility Collateral Suspension is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Long-Term Debt

The Company's long-term debt obligations, including amounts due currently, consisted of the following:


	March 31, 2026		December 31, 2025
	(in millions)
Vistra Operations Credit Facilities, Term Loan B-3 Facility due December 20, 2030	$	2,444	$	2,450
BCOP Credit Facility, Bridge Loans	261		367
BCOP Credit Facility, Construction / Term Loans	503		505

Vistra Zero Credit Facility, Term Loan B Facility due April 30, 2031	697		697
Vistra Operations Senior Notes:

5.050% Senior Notes, due December 30, 2026 (a)	500		500
3.700% Senior Notes, due January 30, 2027 (a)	800		800
5.625% Senior Notes, due February 15, 2027	1,300		1,300
5.000% Senior Notes, due July 31, 2027	1,300		1,300
4.300% Senior Notes, due October 15, 2028 (a)	750		750
4.375% Senior Notes, due May 1, 2029	1,250		1,250
4.300% Senior Notes, due July 15, 2029 (a)	800		800
4.600% Senior Notes, due October 15, 2030 (a)	500		500
4.700% Senior Notes, due January 31, 2031 (a)	1,000		—
7.750% Senior Notes, due October 15, 2031	1,450		1,450
6.875% Senior Notes, due April 15, 2032	1,000		1,000
6.950% Senior Notes, due October 15, 2033 (a)	1,050		1,050
6.000% Senior Notes, due April 15, 2034 (a)	500		500
5.700% Senior Notes, due December 30, 2034 (a)	750		750
5.250% Senior Notes, due October 15, 2035 (a)	750		750
5.350% Senior Notes, due January 31, 2036 (a)	1,250		—
Total Vistra Operations Senior Notes	14,950		12,700
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








Other:
Equipment Financing Agreements	46		46

Total other long-term debt	46		46
Unamortized debt premiums, discounts and issuance costs	(169)		(153)
Total long-term debt including amounts due currently	19,163		17,043
Less amounts due currently (b)	(1,899)		(1,201)
Total long-term debt less amounts due currently	$	17,264	$	15,842

___________

(a)The Vistra Operations senior secured notes have been presented to give effect to the Collateral Release.

(b)Excludes the 5.625% Senior Notes due February 15, 2027 as amounts were refinanced on a long-term basis using the net proceeds from the Senior Notes issued in April 2026.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Credit Facilities

Our credit facilities and related available capacity as of March 31, 2026 are presented below.


		March 31, 2026
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	$	—	$	1,314	$	2,126
Term Loan B-3 Facility (a)	December 20, 2030	2,444		2,444		—		—
Total Vistra Operations Credit Facilities		5,884		2,444		1,314		2,126
Vistra Operations Commodity-Linked Facility	September 30, 2026	1,750		—		—		1,413
Total Vistra Operations debt		$	7,634	$	2,444	$	1,314	$	3,539
Project-level debt:
Bridge Loans	December 3, 2026	$	261	$	261	$	—	$	—
Construction / Term Loans	(b)	503		503		—		—
BCOP Credit Facility		764		764		—		—
Vistra Zero Term Loan B Facility	April 30, 2031	697		697		—		—
Total project-level debt		$	1,461	$	1,461	$	—	$	—
Total credit facilities		$	9,095	$	3,905	$	1,314	$	3,539

___________

(a)In April 2026, the Term Loan B-3 Facility outstanding principal amount was repaid using net proceeds from the senior notes issued in April 2026.

(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 March 31, 2026, the Vistra Operations Credit Facilities have aggregate commitments of up to $5.884 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 $2.444 billion (Term Loan B-3 Facility).

Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Borrowings under the Revolving Credit Facility bear interest based on 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 March 31, 2026, 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 applicable fee for undrawn amounts relating to such commitments were 1.725% and 27.0 basis points, respectively, and the fee for the letters of credit issued under the Revolving Credit Facility was 1.725%.

Term Loan B-3 Facility — The Term Loan B-3 Facility was used for general corporate purposes. Borrowings under the Term Loan B-3 Facility incurred 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 12 for additional information) on outstanding borrowings of $2.444 billion was 5.418% as of March 31, 2026. Cash borrowings under the Term Loan B-3 Facility were subject to required scheduled quarterly payments of $6.25 million. Amounts paid cannot be reborrowed.

In April 2026, Vistra Operations used a portion of the proceeds from the April 2026 issuance of Vistra Operations senior unsecured notes discussed above to repay the $2.444 billion in outstanding borrowings under the Term Loan B-3 facility.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Other Information — Obligations under the Vistra Operations Credit Facilities were 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 were satisfied, and the liens were released in full on April 22, 2026 under the Credit Facility Collateral Suspension.

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 March 31, 2026, Vistra Operations can distribute approximately $14.7 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 $400 million and $425 million during the three months ended March 31, 2026 and 2025, 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 March 31, 2026, all of the restricted net assets of Vistra Operations may be distributed to Parent.

Vistra Operations Commodity-Linked Revolving Credit Facility

As of March 31, 2026, 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 March 31, 2026, the borrowing base of $1.413 billion is lower than the facility limit which represents the aggregate commitments of $1.75 billion.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Interest on the Commodity-Linked Facility is based on either 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 March 31, 2026, 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.

The Commodity-Linked Facility provides for affirmative covenants (including a collateral suspension covenant substantially similar to the collateral suspension covenant contained in the Vistra Operations Credit Agreement), negative covenants and a springing financial covenant, in each case, substantially consistent with those contained in the Vistra Operations Credit Agreement. As a result of the Credit Facility Collateral Suspension the collateral suspension provisions of the Commodity-Linked Facility have been met.

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).

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 5.292% as of March 31, 2026. 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. As of March 31, 2026, the outstanding Bridge Loan for the Pulaski solar generation facility totaled $261 million with scheduled maturity in December 2026.

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. As of March 31, 2026, construction loans outstanding for the Pulaski project totaled $297 million and mature in December 2026 and term loans outstanding for the Baldwin, Coffeen, and Oak Hill projects totaled $206 million and mature in December 2029. Letters of credit outstanding under the Debt Service Reserve facility supporting the term loans totaled $13 million.

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 5.593% as of March 31, 2026. 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 CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 $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 5.668% as of March 31, 2026.

The Vistra Zero Credit Agreement contains customary covenants and representations 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 March 2026, 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 March 31, 2026, $1.75 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 March 31, 2026, the total capacity was $760 million and $673 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.

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 March 31, 2026, we were in compliance with the Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and Secured LOC Facilities financial covenants.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

Vistra Operations Senior 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 governing the Senior Unsecured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) provide for the full and unconditional guarantee of the Senior Unsecured Notes by certain current and future subsidiaries of Vistra Operations for so long as they guarantee the Vistra Operations Credit Facilities (Guarantor Subsidiaries). The Vistra Operations Senior Unsecured Indentures contain customary covenants and restrictions, including, among others, limitations on the ability of Vistra Operations and its subsidiaries to incur certain liens, merge or consolidate, and sell all or substantially all of their assets.

Vistra Operations also issued and sold 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 governing the Senior Secured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) provide for the full and unconditional guarantee by the Guarantor Subsidiaries for so long as they guarantee the Vistra Operations Credit Facilities. The Senior Secured Notes were secured by a first-priority security interest in substantially the same collateral pledged to secure the obligations under the Vistra Operations Credit Facilities and contained covenants and other provisions generally consistent with those credit facilities.

2026 Vistra Operations Senior Notes Issuances and Redemptions

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 $1.250 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. 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, was or will be used (i) to 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 April 2026, Vistra Operations issued $4.0 billion aggregate principal amount of senior unsecured notes, consisting of $500 million aggregate principal amount of 4.550% senior unsecured notes due 2028, $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2031, $1.0 billion aggregate principal amount of 5.250% senior unsecured notes due 2033, and $1.5 billion aggregate principal amount of 5.550% senior unsecured notes due 2036 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 30 and October 30 beginning October 30, 2026. Net proceeds totaling approximately $3.968 billion were used to repay or redeem existing indebtedness, including the Company's 5.625% Senior Notes due 2027 and the Term Loan B-3 Facility, and to pay fees and expenses related to the offering. Excess net proceeds will be used for general corporate purposes.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In connection with the April 2026 issuance of senior unsecured notes, Vistra and Vistra Operations entered into a registration rights agreement with the initial purchasers pursuant to which Vistra Operations agreed to use commercially reasonable efforts to cause to be filed within a specified period of time (i) a registration statement on an appropriate registration form with the SEC with respect to a registered offer by Vistra Operations to exchange each series of the notes and the subsidiary guarantees for new registered notes (Exchange Notes) containing terms substantially similar to the notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate upon a registration default and are expected to be irrevocably and unconditionally guaranteed on a senior unsecured basis by Vistra) or, (ii) under specified circumstances, a shelf registration with respect to resales of each series of the notes and the related guarantees.

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 May 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 condensed consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the condensed 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 March 31, 2026, outstanding borrowings under the Receivables Facility totaled $750 million and were supported by $1.349 billion of RecCo gross receivables. As of December 31, 2025, outstanding borrowings under the Receivables Facility totaled $1.1 billion.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of March 31, 2026, there were no outstanding borrowings under the Repurchase Facility. Outstanding borrowings were $125 million under the Repurchase Facility as of December 31, 2025.

Forward Repurchase Obligation

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 were amended prior to close to accelerate principal payments to Avenue and certain Nuveen noncontrolling interest holders. 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. Principal and interest payments remaining due to Nuveen are as follows:


	March 31, 2026
	(in millions)
Remainder of 2026	669



Thereafter	—
Total scheduled payments under the UPAs	$	669

The present value of the remaining payment obligations to Nuveen discounted at 6% totaled $641 million and $632 million at March 31, 2026 and December 31, 2025, respectively, and is included in forward repurchase obligation due currently in the condensed consolidated balance sheets.

Interest Expense and Related Charges


	Three Months Ended March 31,
		2026		2025
		(in millions)
Interest expense		$	285	$	272
Unrealized mark-to-market net (gains) losses on interest rate swaps		(16)		48
Amortization of debt issuance costs, discounts, and premiums		9		11


Capitalized interest		(42)		(29)
Other		27		17
Total interest expense and related charges		$	263	$	319

The weighted average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps discussed in Note 12, was 5.18% and 5.22% as of March 31, 2026 and 2025, respectively.

12. 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.

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 condensed consolidated statements of operations in operating revenues.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 condensed consolidated statements of operations in interest expense and related charges.

Our interest rate swaps as of March 31, 2026 include:


	Notional Amount	Expiration Date	Rate Range (c)
	(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 (a)	$2,300	December 2030	3.20	%	-	3.76%
Swapped to fixed (b)	$416	March, July and October 2045	3.95	%	-	4.09%

____________

(a)Vistra Operations' $700 million of pay variable rate and receive fixed rate swaps and $3.0 billion pay fixed rate and receive variable rate swaps hedge our exposure on $2.3 billion of variable rate debt through July 2026. Vistra Operations' $2.3 billion of pay fixed rate and receive variable rate swaps hedge our exposure on $2.3 billion of floating rate debt from August 2026 through December 2030. In April 2026, we settled and terminated these interest rate swaps resulting in a settlement gain of $11 million that was recorded in interest expense and related charges in the condensed consolidated statements of operations in April 2026.

(b)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).

(c)The rate ranges reflect the fixed leg of each swap at the applicable Term SOFR rate.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Effect of Derivative Instruments on the Condensed 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 condensed consolidated balance sheets to the net value on a contract basis, after taking into consideration netting arrangements with counterparties and cash collateral recorded.


	March 31, 2026
	Derivative Contract Assets				Derivative Contract Liabilities
	Commodity Contracts		Interest Rate Swaps		Commodity Contracts		Interest Rate Swaps		Total
	(in millions)
Current assets	$	3,156	$	24	$	6	$	—	$	3,186
Noncurrent assets	401		—		11		—		412
Current liabilities	(10)		—		(4,188)		(11)		(4,209)
Noncurrent liabilities	(13)		—		(1,241)		(2)		(1,256)
Net assets (liabilities)	$	3,534	$	24	$	(5,412)	$	(13)	$	(1,867)
Offsetting instruments (a)	(2,947)		(8)		2,947		8		—
Financial collateral (received) pledged (b)	(12)		—		835		—		823
Net amounts	$	575	$	16	$	(1,630)	$	(5)	$	(1,044)


	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)

____________

(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 initial and fair value-based margin requirements.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Effect of Derivative Instruments in the Condensed Consolidated Statements of Operations

The following table summarizes the location and amount of unrealized gains and losses from our derivative instruments recorded in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025:


Derivative (condensed consolidated statements of operations presentation)	Three Months Ended March 31,
		2026		2025
		(in millions)
Reversals of previously recognized unrealized (gain) loss on derivative instruments:
Commodity contracts unrealized (gain) loss in operating revenues (a)		$	286	$	212
Commodity contracts unrealized (gain) loss in fuel, purchased power costs, and delivery fees (a)		45		(23)
Interest rate swaps unrealized (gain) loss in interest expense and related charges		(1)		(5)
Total reversals of previously recognized unrealized (gain) loss on derivative instruments		$	330	$	184
Unrealized net gain (loss) from changes in fair value on derivative instruments:
Commodity contracts unrealized gain (loss) in operating revenues		$	350	$	(725)
Commodity contracts unrealized gain (loss) in fuel, purchased power costs, and delivery fees		42		(31)
Interest rate swaps unrealized gain (loss) in interest expense and related charges		17		(43)
Total unrealized net gain (loss) from change in fair value on derivative instruments		$	409	$	(799)
Net unrealized gain (loss) on derivative instruments		$	739	$	(615)

____________

(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 normal purchases and normal sales (NPNS) derivatives that are not recorded at fair value:


	March 31, 2026		December 31, 2025
Derivative type	Notional Volume				Unit of Measure
Natural gas	3,858		3,742		Million MMBtu
Electricity	952,182		996,777		GWh
Financial transmission rights / Congestion revenue rights	222,548		249,400		GWh
Coal	23		22		Million U.S. tons
Fuel oil	34		8		Million gallons

Emissions	21		13		Million U.S. tons
Renewable energy certificates	27		31		Million certificates

Interest rate swaps – variable/fixed	$	5,716	$	5,716	Million U.S. dollars
Interest rate swaps – fixed/variable	$	700	$	700	Million U.S. dollars

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table presents the commodity derivative liabilities subject to credit risk-related contingent features that are not fully collateralized:


	March 31, 2026		December 31, 2025
	(in millions)
Fair value of derivative contract liabilities (a)	$	(1,380)	$	(1,822)
Offsetting fair value under netting arrangements (b)	390		528
Cash collateral and letters of credit	313		331
Liquidity exposure	$	(677)	$	(963)

____________

(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.


	March 31, 2026
	(in millions, except percentages)
Credit risk exposure to derivative contract counterparties:
Gross exposure	$	3,970
Net exposure (a)	$	805
Largest net exposure from any single counterparty (a)	$	297
Percent of credit risk exposure to derivative contract counterparties related to banking and financial sector:
Gross exposure	78		%
Net exposure (a)	20		%

____________

(a)Exposure after taking into effect netting arrangements, setoff provisions, and collateral.

13. 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 commodity contracts, interest rate swaps accounted for as derivatives, and NDT investments. See Note 12 for additional information on our derivative positions.

NDT Investments — NDT investments include debt, equity, and other securities held for the purpose of funding the future retirement and decommissioning of our nuclear generation facilities consistent with investment rules established by the NRC and the PUCT. The NDT investments are included in Investments in the condensed 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 March 31, 2026.

Assets and liabilities measured at fair value on a recurring basis consisted of the following at the respective balance sheet dates shown below:


	March 31, 2026										December 31, 2025
	Level 1		Level 2		Level 3		Reclass (a)		Total		Level 1		Level 2		Level 3		Reclass (a)		Total
	(in millions)
Assets:
Commodity contracts	$	2,627	$	400	$	507	$	40	$	3,574	$	2,162	$	437	$	573	$	8	$	3,180
Interest rate swaps	—		24		—		—		24		—		17		—		1		18
NDTs – equity securities (b)	1,628		—		—				1,628		1,761		—		—				1,761
NDTs – debt securities (c)	190		2,164		—				2,354		117		1,971		—				2,088
Sub-total	$	4,445	$	2,588	$	507	$	40	7,580		$	4,040	$	2,425	$	573	$	9	7,047
Assets measured at net asset value (d):
NDTs – equity securities (b)									554										806
NDTs - debt securities (c)									341										329
NDTs - other investments									44										28
Total assets									$	8,519									$	8,210
Liabilities:
Commodity contracts	$	3,448	$	533	$	1,431	$	40	$	5,452	$	3,060	$	846	$	1,842	$	8	$	5,756
Interest rate swaps	—		13		—		—		13		—		21		—		1		22
Total liabilities	$	3,448	$	546	$	1,431	$	40	$	5,465	$	3,060	$	867	$	1,842	$	9	$	5,778

___________

(a)Fair values are determined at the individual contract level. As certain contracts give rise to both asset and liability positions, reclassification adjustments are required to reconcile these amounts to the gross presentation in the condensed consolidated balance sheets.

(b)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.

(c)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 3.97% and 4.02% as of March 31, 2026 and December 31, 2025, respectively, and an average maturity of eight years as of each of March 31, 2026 and December 31, 2025, respectively. NDT debt securities held as of March 31, 2026 mature as follows: $937 million in one to five years, $1.221 billion in five to 10 years and $537 million after 10 years.

(d)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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 March 31, 2026 and December 31, 2025:


March 31, 2026
	Fair Value
Contract Type (a)	Assets		Liabilities		Total, Net		Valuation Technique	Significant Unobservable Input	Range (b)			Average (b)
	(in millions)
Electricity purchases and sales	$	227	$	(1,282)	$	(1,055)	Income Approach	Hourly price curve shape (c)	$—	to	$95	$48
									MWh
								Illiquid delivery periods for hub power prices (d)	$30	to	$145	$88
									MWh
								Market Heat Rates (d)	$40	to	$95	$68
									MWh
Options	11		(110)		(99)		Option Pricing Model	Natural gas to power correlation (e)	15%	to	100%	58%
								Power and natural gas volatility (e)	5%	to	1,135%	570%
Financial transmission rights/Congestion revenue rights	234		(24)		210		Market Approach (f)	Illiquid price differences between settlement points (g)	$(45)	to	$20	$(12.5)
									MWh
Natural gas	27		(15)		12		Income Approach	Natural gas basis (h)	$(2)	to	$16	$7
									MMBtu
								Illiquid delivery periods (i)	$3	to	$5	$4
									MMBtu



Other (j)	8		—		8
Total	$	507	$	(1,431)	$	(924)


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)

____________

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(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 CRRs in ERCOT and 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.

The following table presents the changes in fair value of Level 3 assets and liabilities:


	Three Months Ended March 31,
		2026		2025
		(in millions)
Net liability balance at beginning of period		$	(1,269)	$	(752)
Total unrealized valuation gains (losses)		200		(243)
Purchases, issuances and settlements (a):
Purchases		48		49
Issuances		(7)		(2)
Settlements		92		(7)
Transfers into Level 3 (b)		1		1
Transfers out of Level 3 (c)		11		10

Net change		345		(192)
Net liability balance at end of period		$	(924)	$	(944)
Unrealized valuation gains (losses) relating to instruments held at end of period		$	220	$	(266)

____________

(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)Transfers into Level 3 include instruments for which significant valuation inputs became unobservable due to changes in market conditions. For the three months ended March 31, 2026 and March 31, 2025, all transfers into Level 3 were from Level 2 and primarily consisted of power derivatives for which forward pricing inputs became unobservable.

(c)Transfers out of Level 3 include instruments for which previously unobservable valuation inputs became observable. All transfers out of Level 3 during the periods presented were to Level 2. For the three months ended March 31, 2026, transfers out of Level 3 primarily consisted of power derivatives for which forward pricing inputs became observable. For the three months ended March 31, 2025, transfers out of Level 3 primarily consisted of power and coal derivatives for which forward pricing inputs became observable.

Assets and Liabilities Measured at Fair Value on a Nonrecurring 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 Lotus Acquisition was 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Fair Value of Debt


		March 31, 2026				December 31, 2025
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	$	2,413	$	2,445	$	2,417	$	2,459
BCOP Credit Facility	Level 3	751		764		859		872
Vistra Zero Term Loan B Facility	Level 2	687		691		687		688
Vistra Operations Senior Notes	Level 2	14,851		15,030		12,620		12,955
Energy Harbor Revenue Bonds	Level 2	416		424		416		433

Equipment Financing Agreements	Level 3	45		46		45		45
Forward Repurchase Obligation	Level 3	641		641		632		632

The fair value of our debt categorized as level 2 is based on observable market prices in less active markets. The fair value of our debt categorized as level 3 is based on security pricing from an independent party who uses broker quotes and third-party pricing services to determine fair values.

14. 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 three months ended March 31, 2026 and 2025:


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025
	Nuclear Plant Decommissioning		Land Reclamation, Coal Ash, and Other		Total		Nuclear Plant Decommissioning		Land Reclamation, Coal Ash, and Other		Total
	(in millions)
Liability at beginning of period	$	3,374	$	842	$	4,216	$	3,240	$	838	$	4,078
Additions:
Accretion (a)	41		4		45		37		11		48
Adjustment for change in estimates (b)	—		(14)		(14)		—		(33)		(33)


Reductions:
Payments	—		(16)		(16)		—		(20)		(20)


Liability at end of period	3,415		816		4,231		3,277		796		4,073
Less amounts due currently	—		(185)		(185)		—		(136)		(136)
Noncurrent liability at end of period	$	3,415	$	631	$	4,046	$	3,277	$	660	$	3,937

____________

(a)For the three months ended March 31, 2026 and 2025, nuclear plant decommissioning accretion includes $25 million and $23 million, respectively, of accretion expense recognized in operating costs in the condensed consolidated statements of operations and $16 million and $14 million, respectively, reflected as a change in regulatory liability in the condensed 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 $(14) million and $15 million for the three months ended March 31, 2026 and 2025, respectively.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

As of March 31, 2026 and December 31, 2025, the carrying value of our ARO related to our Comanche Peak nuclear generation facility decommissioning totaled $1.855 billion and $1.838 billion, respectively, which is lower than the fair value of the assets contained in the Comanche Peak NDT of $2.533 billion and $2.589 billion, respectively. As of March 31, 2026 and December 31, 2025, the difference between the carrying value of the ARO and the NDT represents a regulatory liability of $678 million and $751 million, respectively, recorded to the condensed 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 condensed 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 condensed 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 condensed consolidated statement of operations.

15. COMMITMENTS AND CONTINGENCIES

Letters of Credit, Surety Bonds, and Collateral Support Obligation

Letters of Credit — As of March 31, 2026, we had outstanding letters of credit totaling $3.737 billion as follows:

•$3.189 billion to support commodity risk management and collateral requirements in the normal course of business, including over-the-counter and exchange-traded transactions and $863 million of collateral postings with ISOs/RTOs;

•$304 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

•$23 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 March 31, 2026, we had outstanding surety bonds totaling $978 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 any 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 (Maryland District Court) 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, and the Maryland District Court will hear argument on these motions on May 13, 2026. We believe we have strong defenses to this lawsuit and intend to defend against this case vigorously.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 Houston, Texas (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. In January 2025, the plaintiffs petitioned the Supreme Court of Texas to review that decision and filed their opening brief in September 2025. On March 30, 2026, the Supreme Court of Texas denied the plaintiffs' mandamus allowing the First Court of Appeals decision to stand, requiring the MDL court to grant the generators' motions to dismiss the plaintiffs' remaining claims against the generator defendants. The plaintiffs have been granted an extension of time to request the Supreme Court of Texas to reconsider that denial until May 13, 2026.

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 March 31, 2026 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Greenhouse Gas Emissions (GHG)

In May 2024, the EPA published a final GHG rule that repealed the Affordable Clean Energy (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 U.S. Court of Appeals for the District of Columbia Circuit (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. In March 2026, instead of granting our petitions for rehearing en banc, the Fifth Circuit Court panel has withdrawn its prior opinion and substituted it with a new opinion, which vacates the disapproval of Texas's plan and remands it back to the EPA. We do not expect any near-term impact to Texas sources from this decision. Based on 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 SO2, 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 SO2 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SO2 Designations for Texas

In November 2016, the EPA finalized nonattainment designations for SO2 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 SO2 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 SO2 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. An additional proposed rule that would further revise the ELG rule was received at the Office of Management and Budget (OMB) on March 9, 2026.

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. On November 25, 2025, the EPA proposed a rule that would extend the 2028 closure date to 2031. We submitted comments on that proposal in February 2026.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 2027, groundwater monitoring to 2031, and closure requirements to 2032. The EPA has requested to keep the challenge to the rule addressing CCRMUs and legacy impoundments in abeyance.

On April 13, 2026, the EPA issued a proposed rule that would rescind all CCRMU requirements. The proposed rule would also make additional changes to the CCR rule as a whole, including provisions that would allow the permit authority to make site-specific determinations regarding the appropriate point-of-compliance for groundwater monitoring, site-specific cleanup levels, and appropriateness of certain closure requirements. The proposal would also amend the definition of beneficial use. Comments on the proposal are due on June 12, 2026.

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 condensed consolidated balance sheets (see Note 14 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 Illinois Pollution Control Board 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.

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.

16. EQUITY

Common Stock

Common 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 $0.2280 and $0.2235 for the three months ended March 31, 2026 and 2025, respectively.

In April 2026, the Board declared a quarterly dividend of $0.2290 per share of common stock that will be paid in June 2026.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 March 31, 2026	$	7.75

The following table provides information about our repurchases of common stock for the period between January 1, 2026 and May 1, 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)



Three Months Ended March 31, 2026 (a)	2,373,546	$	159.82	$	379	$	1,621
April 1, 2026 through May 1, 2026	912,690	157.30		144
January 1, 2026 through May 1, 2026 (a)	3,286,236	$	159.12	$	523	$	1,477

____________

(a)Shares repurchased include 57,811 and 48,235, respectively, of unsettled shares for $9 million and $8 million, respectively, as of March 31, 2026 and May 1, 2026, respectively.

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

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

8.000

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

7.000

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

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 for the three months ended March 31, 2026 and 2025.


	Three Months Ended March 31,
Preferred Stock Series		2026		2025


Series C Preferred Stock		$	44.375	$	44.375

In February 2026, the Board declared a semi-annual dividend of $40.000 per share on Series A Preferred Stock that was paid in April 2026. In April 2026, the Board declared a semi-annual dividend of $35.000 per share of Series B Preferred Stock that will be paid in June 2026 and a semi-annual dividend of $44.375 per share of Series C Preferred Stock that will be paid in July 2026.

17. 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.


	Three Months Ended March 31,
		2026		2025
		(in millions, except share data)
Net income (loss) attributable to Vistra		$	1,029	$	(268)
Less cumulative dividends attributable to Series A Preferred Stock		(20)		(20)
Less cumulative dividends attributable to Series B Preferred Stock		(18)		(18)
Less cumulative dividends attributable to Series C Preferred Stock		(11)		(11)
Net income (loss) attributable to common stock — basic and diluted		$	980	$	(317)
Weighted average shares of common stock outstanding:
Basic		337,823,560		339,799,989
Dilutive securities: Stock-based incentive compensation plan		4,033,214		—
Diluted		341,856,774		339,799,989
Net income (loss) per weighted average share of common stock outstanding:
Basic		$	2.90	$	(0.93)
Diluted		$	2.87	$	(0.93)

Stock-based incentive compensation plan awards excluded from the calculation of diluted earnings per share because the effect would have been antidilutive totaled 155,297 and 8,582,267 shares for the three months ended March 31, 2026 and 2025, respectively.

18. 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.

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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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).

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 to the Financial Statements in our 2025 Form 10-K. 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.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three Months Ended March 31, 2026
	Retail		Texas		East		West		Asset Closure		Total Reportable Segments
	(in millions)
Operating revenues (a)	$	3,689	$	2,987	$	2,260	$	89	$	6	$	9,031
Reconciliation of consolidated operating revenues:
Corporate and Other											(3,391)
Total consolidated operating revenues											$	5,640

Fuel, purchased power costs, and delivery fees (b)	(4,097)		(416)		(1,384)		(25)		—
Operating costs	(38)		(261)		(373)		(16)		(12)
Selling, general, and administrative expenses	(256)		(59)		(50)		(3)		(15)
Other segment items:
Depreciation and amortization	(10)		(174)		(265)		(14)		(3)
Interest expenses and related charges	(13)		14		22		3		—

Other (c)	1		—		(34)		—		4
Total reportable segment net income (loss)	$	(724)	$	2,091	$	176	$	34	$	(20)	$	1,557
Reconciliation to consolidated income before income taxes:
Corporate and Other — net loss											(528)
Corporate and Other — income tax expense											183
Total consolidated income before income taxes											$	1,212

Capital expenditures, excluding growth expenditures	$	3	$	219	$	124	$	26	$	—	$	372
Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures
Corporate and Other — nuclear fuel net purchases											204
Total capital expenditures, including nuclear fuel and excluding growth expenditures											$	576

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $36 million and $90 million, respectively, in the Texas and East segments.

(c)Other includes other deductions, net.

VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


	Three Months Ended March 31, 2025
	Retail		Texas		East		West		Asset Closure		Total Reportable Segments
	(in millions)
Operating revenues (a)	$	3,168	$	210	$	1,380	$	157	$	4	$	4,919
Reconciliation of consolidated operating revenues:
Corporate and Other											(986)
Total consolidated operating revenues											$	3,933

Fuel, purchased power costs, and delivery fees (b)	(1,712)		(497)		(1,172)		(52)		—
Operating costs	(40)		(258)		(327)		(12)		(56)
Selling, general, and administrative expenses	(243)		(41)		(58)		(2)		(17)
Other segment items:
Depreciation and amortization	(23)		(150)		(316)		(15)		1
Interest expenses and related charges	(18)		14		12		1		(1)

Other (c)	—		2		(9)		—		1
Total reportable segment net income (loss)	$	1,132	$	(720)	$	(490)	$	77	$	(68)	$	(69)
Reconciliation to consolidated loss before income taxes:
Corporate and Other — net loss											(199)
Corporate and Other — income tax benefit											(176)
Total consolidated loss before income taxes											$	(444)

Capital expenditures, excluding growth expenditures	$	3	$	264	$	177	$	30	$	—	$	474
Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures
Corporate and Other — nuclear fuel net purchases											234
Total capital expenditures, including nuclear fuel and excluding growth expenditures											$	708

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $31 million and $80 million, respectively, in the Texas and East segments.

(c)Other includes other deductions, net.

VISTRA CORP.

Item 2.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 condensed consolidated financial statements and related notes included in Part I, Item 1. Financial Statements.

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.

Iran Conflict

We are monitoring the conflict involving the United States, Israel, and Iran and related instability in the Middle East, including the potential for further escalation and disruption. Although the Company does not conduct operations in the affected region, prolonged or expanded instability could indirectly affect the Company through broader macroeconomic and commodity-market impacts, including changes in natural gas and power prices, supply-chain disruptions, construction delays, increased inflationary pressures, and capital-market volatility, which could impact our future results of operations. See Factors Affecting Our Financial Condition and Results of Operations — Commodity Prices for additional information on our commodity hedging strategy and estimated hedging levels for the balance of 2026 and 2027.

Russia/Ukraine Conflict

We are monitoring developments in the Russia and Ukraine conflict, specifically sanctions (or potential sanctions) against Russian nuclear fuel supply and enrichment activities 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 Department of Energy 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 and 2027 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 and 2027 is onshore and in our inventory. 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.

VISTRA CORP.

Noteworthy Developments

Collateral Release

On December 2, 2025, S&P upgraded Vistra Operations' issuer credit rating from BB+ to BBB- and revised its outlook from Positive to Stable, and on March 20, 2026, S&P upgraded the Senior Unsecured Notes rating from BB+ to BBB-. On March 16, 2026, Fitch upgraded Vistra Operations' issuer default rating and the Senior Unsecured Notes rating from BB+ to BBB- and revised its outlook from Positive to Stable. As a result of these investment-grade ratings and the satisfaction of certain other conditions specified in the Vistra Operations Senior Secured Indenture, an investment grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes were automatically terminated and released in full on April 2, 2026 (Collateral Release).

Additionally, Vistra Operations repaid $2.444 billion in outstanding borrowings under the Term Loan B-3 facility in April 2026, and in coordination with the investment-grade ratings, met the collateral suspension provisions of the Vistra Operations Credit Agreement and Commodity-Linked Credit Agreement releasing all liens securing the Vistra Operations Credit Facilities and the Vistra Operations Commodity-Linked Credit Facility (Credit Facility Collateral Suspension). The Credit Facility Collateral Suspension is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.

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.

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

VISTRA CORP.

Lotus Acquisition

Comanche Peak Power Purchase Agreement

In September 2025, Vistra announced that we entered into a 20-year PPA (with options to extend for up to an additional 20 years) with AWS, pursuant to which we agreed to supply 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.

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 2026 tax year. 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. See Note 8 to the Financial Statements for additional information.

Martin Lake Unit 1 Incident

VISTRA CORP.

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. Early development work is underway on this project which we anticipate will be online in 2028.

•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.

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 MWh, subject to an annually inflated gross-receipts based phase out. As discussed in Note 5 to the Financial Statements in our 2025 Form 10-K, 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, load growth, 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.

VISTRA CORP.

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 2026 calendar years, substantially all of our expected generation volumes for these years 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.

The table below summarizes the average around-the-clock settled prices for the periods presented and does not necessarily reflect prices we realized or costs we incurred.


	Three Months Ended March 31,
	2026		2025
Average Power Price ($/MWh):
ERCOT North Hub	$	32.18	$	30.91
ERCOT West Hub	$	29.56	$	30.13
PJM AEP Dayton Hub	$	70.66	$	47.91
PJM Northern Illinois Hub	$	51.08	$	35.19
PJM Western Hub	$	97.41	$	53.91
MISO Indiana Hub	$	67.25	$	44.84
ISONE Massachusetts Hub	$	117.31	$	102.77
New York Zone A	$	100.48	$	68.63
CAISO NP15	$	29.01	$	40.89
Average Natural Gas Price ($/MMMBtu)
NYMEX Henry Hub	$	4.90	$	4.28
Houston Ship Channel	$	3.26	$	3.46
Permian Basin	$	(1.05)	$	1.83
Dominion South	$	4.73	$	3.74
Tetco ELA	$	4.91	$	4.06
Chicago Citygate	$	5.34	$	4.00
Tetco M3	$	9.61	$	6.42
Algonquin Citygates	$	14.08	$	11.83
PG&E Citygate	$	2.07	$	3.71

Estimated hedging levels for generation volumes in our Texas, East, and West segments as of March 31, 2026 were as follows:


	Balance of 2026		2027
Nuclear/Renewable/Coal Generation:
Texas	100	%	100	%
East	98	%	68	%

Natural Gas Generation:
Texas	100	%	59	%
East	99	%	90	%
West	100	%	56	%

VISTRA CORP.

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 the three months ended March 31, 2026 and 2025.


	Three Months Ended March 31,
	Retail		Texas				East				West
	2026	2025	2026		2025		2026		2025		2026		2025
Weather - percent of normal (a):

Heating degree days	73%	105%	77	%	113	%	107	%	101	%	64	%	124%

____________

(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.

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 condensed 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).

VISTRA CORP.

Consolidated Results of Operations

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended March 31, 2026:


	Three Months Ended March 31, 2026
	Retail		Texas		East		West		Asset Closure		Eliminations / Corporate and Other		Vistra Consolidated
	(in millions)
Operating revenues	$	3,689	$	2,987	$	2,260	$	89	$	6	$	(3,391)	$	5,640
Fuel, purchased power costs, and delivery fees	(4,097)		(416)		(1,384)		(25)		—		3,392		(2,530)
Operating costs	(38)		(261)		(373)		(16)		(12)		—		(700)
Depreciation and amortization	(10)		(174)		(265)		(14)		(3)		(18)		(484)
Selling, general, and administrative expenses	(256)		(59)		(50)		(3)		(15)		(44)		(427)

Operating income (loss)	(712)		2,077		188		31		(24)		(61)		1,499
Other income (deductions), net	1		—		(34)		—		4		5		(24)

Interest expense and related charges	(13)		14		22		3		—		(289)		(263)

Income (loss) before income taxes	(724)		2,091		176		34		(20)		(345)		1,212
Income tax expense	—		—		—		—		—		(183)		(183)
Net income (loss)	$	(724)	$	2,091	$	176	$	34	$	(20)	$	(528)	$	1,029
Income tax expense	—		—		—		—		—		183		183
Interest expense and related charges (a)	13		(14)		(22)		(3)		—		289		263
Depreciation and amortization (b)	10		211		355		14		3		18		611
EBITDA before Adjustments	(701)		2,288		509		45		(17)		(38)		2,086
Unrealized net (gain) loss resulting from commodity hedging transactions	765		(1,722)		225		9		—		—		(723)

Purchase accounting impacts	—		—		(1)		—		—		—		(1)


Non-cash compensation expenses	—		—		—		—		—		32		32
Transition and merger expenses	(1)		—		—		—		—		12		11



Insurance income (c)	—		—		—		—		(6)		—		(6)
Decommissioning-related activities (d)	—		4		60		—		2		—		66



Other, net	5		16		8		2		2		(23)		10
Adjusted EBITDA	$	68	$	586	$	801	$	56	$	(19)	$	(17)	$	1,475

____________

(a)Corporate and Other includes $16 million of unrealized mark-to-market net gains on interest rate swaps.

(b)Includes nuclear fuel amortization of $36 million and $90 million, respectively, in the Texas and East segments.

(c)Includes revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment.

(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

VISTRA CORP.

The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended March 31, 2025:


	Three Months Ended March 31, 2025
	Retail		Texas		East		West		Asset Closure		Eliminations / Corporate and Other		Vistra Consolidated
	(in millions)
Operating revenues	$	3,168	$	210	$	1,380	$	157	$	4	$	(986)	$	3,933
Fuel, purchased power costs, and delivery fees	(1,712)		(497)		(1,172)		(52)		—		986		(2,447)
Operating costs	(40)		(258)		(327)		(12)		(56)		—		(693)
Depreciation and amortization	(23)		(150)		(316)		(15)		1		(19)		(522)
Selling, general, and administrative expenses	(243)		(41)		(58)		(2)		(17)		(30)		(391)

Operating income (loss)	1,150		(736)		(493)		76		(68)		(49)		(120)
Other income (deductions), net	—		2		(9)		—		1		1		(5)

Interest expense and related charges	(18)		14		12		1		(1)		(327)		(319)
Impacts of Tax Receivable Agreement	—		—		—		—		—		—		—
Income (loss) before income taxes	1,132		(720)		(490)		77		(68)		(375)		(444)
Income tax benefit	—		—		—		—		—		176		176
Net income (loss)	$	1,132	$	(720)	$	(490)	$	77	$	(68)	$	(199)	$	(268)
Income tax benefit	—		—		—		—		—		(176)		(176)
Interest expense and related charges (a)	18		(14)		(12)		(1)		1		327		319
Depreciation and amortization (b)	23		181		396		15		(1)		19		633
EBITDA before Adjustments	1,173		(553)		(106)		91		(68)		(29)		508
Unrealized net (gain) loss resulting from commodity hedging transactions	(997)		1,030		567		(32)		(1)		—		567

Purchase accounting impacts	—		—		14		—		—		—		14


Non-cash compensation expenses	—		—		—		—		—		21		21
Transition and merger expenses	—		—		1		—		—		17		18



Decommissioning-related activities (c)	—		5		35		—		46		—		86



Other, net	8		8		3		3		(1)		(19)		2
Adjusted EBITDA	$	184	$	490	$	514	$	62	$	(24)	$	(10)	$	1,216

____________

(a)Corporate and Other includes $48 million of unrealized mark-to-market net losses on interest rate swaps.

(b)Includes nuclear fuel amortization of $31 million and $80 million, respectively, in the Texas and East segments.

(c)Includes, NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

VISTRA CORP.

Net income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 increased by $1.297 billion. Adjusted EBITDA for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 increased by $259 million. The primary drivers for the increase in net income and the increase in Adjusted EBITDA include:


	Three Months Ended March 31, 2026 Compared to 2025
	(in millions)

Favorable change in realized revenue net of fuel driven primarily by higher realized capacity prices in East, energy margins in Texas, and the addition of plants acquired in the Lotus Acquisition	$	445
Unfavorable retail margins driven by increase in excess volumes sold at lower wholesale prices	(79)

Unfavorable change in retail customer consumption due to weather	(23)
Increase in plant operating costs due primarily to higher maintenance and outage costs and the addition of plants acquired in the Lotus Acquisition	(57)
Change in SG&A and other primarily due to higher technology, legal, and retail selling costs	(27)
Change in Adjusted EBITDA	$	259
Change in depreciation and amortization, including nuclear fuel amortization	22
Change in unrealized net gains (losses) resulting from commodity hedging transactions	1,290





Increase in insurance income	6
Decommissioning related activities	20


Other (including interest expenses and income tax expense)	(300)
Change in Net income (loss)	$	1,297

Results of Operations by Segment

The following section presents the results of operations and net income of Vistra's reportable business segments. See Note 18 of the Financial Statements for a discussion of the Company's segments as defined under the accounting standards for segment reporting.

Retail


	Three Months Ended March 31,
		2026		2025
		(in millions)
Net income (loss)		$	(724)	$	1,132
Adjusted EBITDA		$	68	$	184
Retail electricity sales volumes (GWh):
Sales volumes in ERCOT		15,904		17,965
Sales volumes in Northeast/Midwest		14,205		15,358
Total retail electricity sales volumes		30,109		33,323

Retail net income decreased due to a $1.762 billion increase in unrealized mark-to-market losses on commodity derivative positions and a decrease in retail margins primarily due to an increase in excess volumes sold at lower wholesale prices and a decrease in customer consumption due to weather.

VISTRA CORP.

Texas


	Three Months Ended March 31,
		2026			2025
		(in millions)
Net income (loss)		$	2,091		$	(720)
Adjusted EBITDA		$	586		$	490
Production volumes (GWh):
Natural gas facilities		9,259			9,145
Lignite and coal facilities		5,420			5,437
Nuclear facilities		5,224			5,229
Solar facilities		234			162
Capacity factors:
CCGT facilities		49.8		%	48.1		%
Lignite and coal facilities		52.1		%	56.0		%
Nuclear facilities		100.8		%	100.9		%

Texas net income increased primarily due to a $2.752 billion increase in unrealized mark-to-market gains on commodity derivative positions and higher energy margins.

East


	Three Months Ended March 31,
		2026			2025
		(in millions)
Net income (loss)		$	176		$	(490)
Adjusted EBITDA		$	801		$	514
Production volumes (GWh):
Natural gas facilities		17,450			14,642
Lignite and coal facilities		4,414			5,174
Nuclear facilities		8,044			7,679
Solar facilities		55			44
Capacity factors:
CCGT facilities		61.5		%	63.2		%
Lignite and coal facilities		52.0		%	61.0		%
Nuclear facilities		92.0		%	87.9		%

East net income increased primarily due to a $342 million decrease in unrealized mark-to-market losses on commodity derivative positions, higher realized capacity prices and the addition of plants acquired in the Lotus Acquisition.

West


	Three Months Ended March 31,
		2026			2025
		(in millions)
Net income		$	34		$	77
Adjusted EBITDA		$	56		$	62
Production volumes (GWh):
Natural gas facilities		387			502
Capacity factors:
CCGT facilities		16.8		%	22.7		%

VISTRA CORP.

West net income decreased primarily due a $41 million increase in unrealized mark-to-market losses on commodity derivative positions.

Asset Closure Segment


	Three Months Ended March 31,
		2026		2025
		(in millions)
Net loss		$	(20)	$	(68)

Asset Closure net loss decreased primarily due to costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the three months ended March 31, 2025.

Disaggregated Consolidated Statement of Operations Results

Explanations of variations between periods for selected income statement categories are provided below:


	Three Months Ended March 31,
		2026		2025
		(in millions)
Operating revenues		$	5,640	$	3,933

Operating revenues increased primarily due to a $1.149 billion increase in unrealized mark-to-market gains on commodity derivative positions, higher wholesale capacity and energy revenues and the addition of plants acquired in the Lotus Acquisition.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Fuel, purchased power costs, and delivery fees		$	(2,530)	$	(2,447)

Fuel, purchased power costs, and delivery fees increased primarily due to a $246 million increase in realized fuel costs partially due to the addition of plants acquired in the Lotus Acquisition, partially offset by a $141 million increase in unrealized mark-to-market gains on commodity derivative positions.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Operating costs		$	(700)	$	(693)

Operating costs increased primarily due to higher maintenance and outage costs and the addition of plants acquired in the Lotus Acquisition, partially offset by costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the three months ended March 31, 2025.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Depreciation and amortization		$	(484)	$	(522)

Depreciation and amortization decreased primarily due to the absence of depreciation and amortization expense recorded for the Moss Landing 300 and 100 MW battery projects and Retail customer relationship intangible assets during the three months ended March 31, 2026 and other one-time retirements recorded in the three months ended March 31, 2025, partially offset by the addition of plants acquired in the Lotus Acquisition.

VISTRA CORP.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Selling, general, and administrative expenses		$	(427)	$	(391)

Selling, general, and administrative expenses increased primarily due to an increase in technology and legal costs of $13 million, stock based compensation expense of $11 million and retail selling costs of $5 million.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Other deductions, net		$	(24)	$	(5)

Other deductions, net increased due to higher NDT net losses of $24 million consisting of unrealized losses on investments of $95 million partially offset by realized income of $71 million.


	Three Months Ended March 31,
		2026		2025
		(in millions)
Interest expense and related charges		$	(263)	$	(319)

Interest expense and related charges decreased primarily due to a $64 million increase in unrealized mark-to-market gains on interest rate swaps.


	Three Months Ended March 31,
		2026			2025
		(in millions)
Income tax benefit (expense)		$	(183)		$	176
Effective tax rate		15.1		%	39.6		%

Income tax benefit (expense) decreased primarily due to an increase in pre-tax income.

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.

VISTRA CORP.

Sources and Uses of Cash


	Three Months Ended March 31,
	2026		2025		Change
	(in millions)
Net cash provided by operating activities	$	1,199	$	599	$	600
Net cash used in investing activities	$	(638)	$	(1,061)	$	423
Net cash used in financing activities	$	(706)	$	(164)	$	(542)

Operating Cash Flows

The change in net cash provided by operating activities was primarily driven by (i) increased realized revenue net of fuel driven primarily by higher realized capacity prices and energy margins, (ii) increase in realized revenue net of expenses from the addition of plants acquired in the Lotus Acquisition and (iii) a $284 million increase in net margin deposits as $67 million in net margin deposits supporting our hedging strategy were returned for the three months ended March 31, 2026 as compared to $217 million in net margin deposits posted for the three months ended March 31, 2025.

Investing Cash Flows

The change in net cash used in investing activities is primarily driven by (i) $247 million in lower net purchases of environmental allowances in 2026 and (ii) $186 million of insurance proceeds received in 2026 for recovery of damaged property, plant, and equipment associated with the Moss Landing Incident.

Financing Cash Flows

Our significant financing activities during the three months ended March 31, 2026 and 2025 are as follows:

•For the three months ended March 31, 2026, we (i) repaid $1.8 billion under the Vistra Operations Credit Facilities and the Commodity-Linked Facility, (ii) repaid $475 million under the accounts receivable financing facilities, (iii) paid $372 million to repurchase common stock, and (iv) paid $98 million in dividends to common and preferred shareholders. For the three months ended March 31, 2026, we issued $2.25 billion in senior secured notes.

•For the three months ended March 31, 2025, we paid $337 million to repurchase common stock and $104 million in dividends to common and preferred shareholders. For the three months ended March 31, 2025, we borrowed $332 million under the accounts receivable financing facilities.

Liquidity

The following table summarizes changes in available liquidity for the three months ended March 31, 2026:


	March 31, 2026		December 31, 2025		Change
	(in millions)
Cash and cash equivalents (a)	$	634	$	785	$	(151)
Vistra Operations Credit Facilities — Revolving Credit Facility (b)	2,126		1,996		130
Vistra Operations — Commodity-Linked Facility (c)	1,413		2		1,411
Total available liquidity (d)(e)	$	4,173	$	2,783	$	1,390

____________

(a)See the condensed consolidated statements of cash flows in the Financial Statements and Sources and Uses of Cash above for details of the decrease in cash and cash equivalents for the three months ended March 31, 2026.

(b)The increase in availability for the three months ended March 31, 2026 was driven by a $380 million decrease in cash borrowings, partially offset by a $250 million increase in letters of credit outstanding under the facility.

(c)As of March 31, 2026 and December 31, 2025, the borrowing bases were less than the facility limit of $1.75 billion. As of March 31, 2026, available capacity reflects the borrowing base of $1.413 billion and no cash borrowings. As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in 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.

VISTRA CORP.

(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 and 2027 debt obligations, including the 5.050% Senior Notes due December 2026 and 3.7000% Senior Notes due January 2027, 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 April 2026, Vistra Operations issued $4.0 billion aggregate principal amount of senior unsecured notes. Net proceeds totaling approximately $3.968 billion were used to repay or redeem existing indebtedness, including the $1.3 billion outstanding principal amount of 5.625% Senior Notes due 2027 and the $2.444 billion in outstanding borrowings under the Term Loan B-3 facility, and to pay fees and expenses related to the offering. Excess net proceeds will be used for general corporate purposes. See Note 11 to the Financial Statements for additional information.

Our operational cash flows tend to be seasonal and weighted toward the second half of the year.

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 March 31, 2026, we received or posted cash, letters of credit, and Eligible Assets for commodity hedging and trading activities as follows:

•$1.516 billion in cash and Eligible Assets has been posted with counterparties as compared to $1.577 billion posted as of December 31, 2025;

•$11 million in cash has been received from counterparties as compared to $7 million received as of December 31, 2025;

•$3.189 billion in letters of credit has been posted with counterparties as compared to $2.489 billion posted as of December 31, 2025; and

•$48 million in letters of credit has been received from counterparties as compared to $162 million received as of December 31, 2025.

See Note 15 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 $9 million in federal income tax payments, $65 million in state income tax payments, and no material TRA payments, offset by $3 million in federal income tax refunds and $17 million in state tax refunds.

VISTRA CORP.

For the three months ended March 31, 2026, there were no federal income tax payments and $8 million in state income tax payments, offset by $2 million in state income tax refunds.

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 15 to the Financial Statements for additional information.

Commitments and Contingencies

See Note 15 to the Financial Statements for additional information.

Critical Accounting Estimates

The Company's discussion and analysis of its financial position and results of operations is based upon its condensed consolidated financial statements. The preparation of these condensed consolidated financial statements requires estimation and judgment that affect the reported amounts of revenue, expenses, assets, and liabilities. The Company bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the accounting for assets and liabilities that are not readily apparent from other sources. If the estimates differ materially from actual results, the impact in the condensed consolidated financial statements may be material. The Company's critical accounting estimates are disclosed in our 2025 Form 10-K.

Changes in Accounting Standards

See Note 1 to the Financial Statements for additional information.

Item 3.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.

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.

VISTRA CORP.

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 three months ended March 31, 2026 and the year ended December 31, 2025, respectively.


	Three Months Ended March 31, 2026		Year Ended December 31, 2025
	(in millions)
Average VaR	$	469	$	224
High VaR	$	491	$	316
Low VaR	$	442	$	138

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 March 31, 2026, we have approximately $3.9 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 12 to Financial Statements for additional information). As of March 31, 2026, 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 $12 million after taking into account the interest rate swaps.

In April 2026, Vistra Operations repaid $2.444 billion in outstanding borrowings under the Term Loan B-3 facility and settled and terminated all of Vistra Operation's interest rate swaps which does not result in a material change to the potential reduction of annual pre-tax earnings disclosed above.

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 12 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 $2.317 billion as of March 31, 2026. Including collateral posted to us by counterparties, our net exposure was $2.258 billion, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality as of March 31, 2026. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets.


	March 31, 2026
	Exposure Before Credit Collateral
	Trade Accounts Receivable		Derivatives		Gross Exposure		Credit Collateral		Net Exposure
	(in millions)
Retail segment	$	1,565	$	4	$	1,569	$	47	$	1,522
Texas, East, West, and Asset Closure segments:
Investment grade	$	179	$	433	$	612	$	8	$	604
Below investment grade or no rating	37		99		136		4		132
Texas, East, West, and Asset Closure segments	$	216	$	532	$	748	$	12	$	736
Total	$	1,781	$	536	$	2,317	$	59	$	2,258

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 $298 million, or 40%, of our total net exposure of our wholesale segments as of March 31, 2026. 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.

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 three months ended March 31, 2026 and 2025.


	Three Months Ended March 31,
	2026		2025
	(in millions)
Commodity contract net liability as of January 1	$	(2,576)	$	(1,459)
Mark-to-market adjustments:
Settlements/termination of positions (a)	331		189
Changes in fair value of positions in the portfolio (b)	392		(756)
Net gain (loss) associated with mark-to-market accounting	723		(567)

Other activity (c)	(25)		5
Commodity contract net liability as of March 31	$	(1,878)	$	(2,021)

____________

(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)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 March 31, 2026, 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 March 31, 2026
Source of Fair Value	Less than 1 year		1-3 years		4-5 years		Excess of 5 years		Total
	(in millions)
Prices actively quoted	$	(672)	$	(152)	$	2	$	1	$	(821)
Prices provided by other external sources	(92)		(40)		(1)				(133)
Prices based on models	(123)		(248)		(242)		(311)		(924)
Total	$	(887)	$	(440)	$	(241)	$	(310)	$	(1,878)

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.

Item 4.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 March 31, 2026. 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.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

See Note 15 to the Financial Statements for additional information.

Item 1A.RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors discussed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K. We could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchase of common stock during the three months ended March 31, 2026.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions)
January 1 - January 31, 2026	687,758	$	163.57	687,758	$	1,888
February 1 - February 28, 2026	695,747	$	159.19	695,747	$	1,777
March 1 - March 31, 2026	990,041	$	157.67	990,041	$	1,621
For the quarter ended March 31, 2026	2,373,546	$	159.82	2,373,546	$	1,621


Board Authorization Dates	Amount Authorized for Share Repurchases
	(in billions)
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 March 31, 2026	$	7.75

See Note 16 to the Financial Statements for additional information.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

VISTRA CORP.

Item 4. MINE SAFETY DISCLOSURES

Vistra currently owns and operates, or is in the process of reclaiming, 12 surface lignite coal mines in Texas to provide fuel for its electricity generation facilities. Vistra also owns or leases, and is in the process of reclaiming, two waste-to-energy surface facilities in Pennsylvania. These mining operations are regulated by the MSHA under the Federal Mine Safety and Health Act of 1977, as amended (the Mine Act), along with other federal and state regulatory agencies such as the RCT and Office of Surface Mining. The MSHA inspects U.S. mines, including Vistra's mines, on a regular basis, and if it believes a violation of the Mine Act or any health or safety standard or other regulation has occurred, it may issue a citation or order, generally accompanied by a proposed fine or assessment. Such citations and orders can be contested and appealed, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders, and proposed assessments are provided in Exhibit 95.1 to this quarterly report on Form 10-Q.

Item 5.OTHER INFORMATION

During the three months ended March 31, 2026, 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. Following a review and discussion of the availability, operation, and increase in market use of 10b5-1 plans, and after consideration of the varying open trading windows that are available during a calendar year to enter into market transactions regarding Company securities and other factors, the following directors have adopted 10b5-1 plans.

On March 12, 2026, Scott Helm, a member of the Board of Directors of the Company, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a 10b5-1 Plan). The 10b5-1 Plan provides for the potential sale of up to 50,000 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. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on December 31, 2026, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

On March 13, 2026, Gavin Baiera, a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 25,000 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. The 10b5-1 Plan will become effective on June 17, 2026 and will terminate on March 12, 2027, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

On March 13, 2026, Paul Barbas, a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 488 shares of our common stock with the proceeds intended to cover an estimated amount of taxes due upon vesting of equity awards in 2026. The 10b5-1 Plan will become effective on June 12, 2026 and will terminate on December 31, 2026, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

On March 16, 2026, Arcilia Acosta, a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 15,000 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. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on March 12, 2027, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

On March 16, 2026, John R. Sult, a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 19,500 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. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on December 31, 2026, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

VISTRA CORP.

Item 6. EXHIBITS

(a) Exhibits filed or furnished as part of Part II are:


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 May 5, 2025)	3.1	—	Amended and Restated Certificate of Incorporation of Vistra Corp.

3.2	001-38086 Form 8-K (filed 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 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 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 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 January 27, 2026)	4.2	—	Twenty-Third Supplemental Indenture , dated as of January 22 , 2026 , among Vistra Operations Company LLC, as Issuer , the Subsidiary Guarantors, and Wilmington Trust, National Association , as Trustee

4.2	001-38086 Form 8-K (filed January 27, 2026)	4.3	—	Form of Rule 144A Global Security for 4.700% Senior Secured Note due 2031 (included in Exhibit 4.2)

4.3	001-38086 Form 8-K (filed January 27, 2026)	4.4	—	Form of Rule 144A Global Security for 5.350% Senior Secured Note due 2036 (included in Exhibit 4.2)

4.4	001-38086 Form 8-K (filed January 27, 2026)	4.5	—	Form of Regulation S Global Security for 4.700% Senior Secured Note due 2031 (included in Exhibit 4.2)

4.5	001-38086 Form 8-K (filed January 27, 2026)	4.6	—	Form of Regulation S Global Security for 5.350% Senior Secured Note due 2036 (included in Exhibit 4.2)

VISTRA CORP.


Exhibits	Previously Filed With File Number*	As Exhibit
4.6	**		—	Twenty-Fourth Supplemental Indenture for the 4.300% Senior Notes due 2029, 3.70% Senior Notes due 2027, 6.950% Senior Notes due 2033, 6.000% Senior Notes due 2034, 5.050% Senior Notes due 2026, 5.700% Senior Notes due 2034, 4.300% Senior Notes due 2028, 4.600% Senior Notes due 2030, 5.250% Senior Notes due 2035, 4.700% Senior Notes due 2031, and 5.350% Senior Notes due 2036, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.7	**		—	Sixteenth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.8	**		—	Sixteenth Supplemental Indenture for the 5.00% Senior Notes due 2027, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.9	**		—	Tenth Supplemental Indenture for the 4.375% Senior Notes due 2029, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.10	**		—	Sixth Supplemental Indenture for the 7.750% Senior Notes due 2031, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.11	**		—	Fourth Supplemental Indenture for the 6.875% Senior Notes due 2032, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee

4.12	**		—	Eighth Supplemental Indenture for the 7.233% Senior Notes due 2028, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee





(31)	Rule 13a-14(a) / 15d-14(a) Certifications

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

	XBRL Data Files

VISTRA CORP.

Exhibits

Previously Filed With File Number*

Exhibit

101.INS

—

The following financial information from Vistra Corp.'s Quarterly Report on Form 10-Q for the period ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Changes in Equity and (v) the Notes to the Condensed 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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Vistra Corp.

By:

/s/ MARGARET MONTEMAYOR

Name:

Margaret Montemayor

Title:

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Date: May 7, 2026

Vistra - 10-Q quarterly report FY

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