Vistra Corp.

Vistra Corp. is an integrated retail electricity and power generation company that provides essential power resources to customers, businesses, and communities from California to Maine, bringing its products and services to market in 18 states and the District of Columbia, including all major competitive wholesale power markets in the U.S. The Company serves approximately 5 million ¹ residential, commercial, and industrial retail customers with electricity and natural gas, and its generation fleet totals approximately 44,000 megawatts ² of generation capacity powered by a diverse portfolio, including natural gas, nuclear, coal, solar, and battery energy storage facilities. The operations of Vistra are aligned into five reportable business segments: Retail, Texas, East, West, and Asset Closure, with the Texas, East, and West segments including electricity generation operations and the Asset Closure segment engaged in the decommissioning and reclamation of retired generation facilities, including mines, and battery removal and remediation activities.

Vistra is one of the largest competitive residential retail electricity providers in the U.S. and one of the largest competitive power generators in the U.S. as measured by MWh of generation capacity. The Company believes it has differentiated itself by providing a distinctive customer experience predicated on delivering reliable and innovative power products and solutions to its customers, including 100% wind and solar options, as well as thermostats, dashboards, and other programs designed to encourage reduced electricity consumption and increased energy efficiency. The integrated business model distinguishes Vistra from its electricity competitors as it combines a reliable and efficient diversified generation fleet totaling approximately 44,000 MW ³ of capacity, with commercial operations, including commodity risk management capabilities, and a best-in-class retail energy platform, which management believes stands as a fundamental competitive advantage that mitigates the impact of commodity price fluctuations and enhances the stability and predictability of cash flows.

Vistra generates revenue through an integrated model combining retail sales of electricity, natural gas, and related services with wholesale power generation and commodity risk management. Substantially all of the Company's retail activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, Energy Harbor, and U.S. Gas & Electric across 16 U.S. states and the District of Columbia, with the largest portion of retail operations in Texas, where Vistra provides retail electricity to approximately 2.6 million ⁴ customers. The wholesale commodity risk management group is responsible for dispatching the generation fleet in response to market needs after implementing portfolio optimization strategies, thus linking and integrating the generation fleet production with retail customer and wholesale sales opportunities, and enters into electricity, natural gas, and other commodity derivative contracts to reduce exposure to price fluctuations with the goal of reducing volatility of future revenues and fuel costs for generation facilities and purchased power costs for the Retail segment.

Vistra's generation fleet at December 31, 2025, totaled 43,641 MW ⁵ of net capacity, powered by natural gas (26,989 MW ⁶ or 62% ⁷ of net capacity, comprised of 28 CCGT generation facilities totaling 22,167 MW ⁸ and 12 peaking generation facilities totaling 4,822 MW ⁹), coal (8,743 MW ¹⁰ or 20% ¹¹ of net capacity, comprised of seven generation facilities), uranium nuclear (6,448 MW ¹² or 15% ¹³ of net capacity, comprised of six nuclear generation units at four different facilities: Comanche Peak Unit 1 at 1,200 MW ¹⁴, Comanche Peak Unit 2 at 1,200 MW ¹⁵, Beaver Valley Unit 1 at 939 MW ¹⁶, Beaver Valley Unit 2 at 933 MW ¹⁷, Perry at 1,268 MW ¹⁸, and Davis-Besse at 908 MW ¹⁹), renewable solar/battery (1,274 MW ²⁰ or 3% ²¹ of net capacity), and fuel oil (187 MW ²² or less than 1% ²³ of net capacity). As of December 31, 2025, Vistra owned battery ESS totaling 350 MW ²⁴ in California, 270 MW ²⁵ in Texas and 4 MW ²⁶ in Illinois, and owned solar generation facilities totaling 538 MW ²⁷ in Texas and 112 MW ²⁸ in Illinois. The generation operations by segment are Texas (19,858 MW ²⁹ or 46% ³⁰ of net capacity, in ERCOT), East (22,254 MW ³¹ or 51% ³² of net capacity, in PJM, ISO-NE, MISO, and NYISO), and West (1,529 MW ³³ or 3% ³⁴ of net capacity, in CAISO).

In 2024, Vistra acquired Energy Harbor, including 4,048 MW ³⁵ of nuclear generation facilities in PJM. In 2025, Vistra acquired 2,557 MW ³⁶ of natural gas generation facilities in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO). Vistra intends to repower the Coleto Creek Power Plant in Texas and the Miami Fort Power Plant in Illinois to natural-gas fueled plants upon their retirements as coal-fueled facilities in 2027 and 2028, respectively. In January 2026, Vistra announced plans to add 433 MW ³⁷ of uprate capacity from its Perry, Davis-Besse, and Beaver Valley nuclear power plants in PJM. Vistra has announced plans to develop additional battery ESS in California and at retired or to-be-retired plant sites in Illinois, and to develop additional solar generation facilities in California and at retired or to-be retired plant sites in Illinois with expected commercial operation dates beginning in 2026. Vistra has retired more than 15,100 MW ³⁸ of coal and natural gas power plants since 2010. In October 2025, the Board of Directors approved an incremental share repurchase program. As of December 31, 2025, Vistra had approximately $20.7 billion ³⁹ of total indebtedness and approximately $19.9 billion ⁴⁰ of indebtedness net of cash.

Vistra's generation facilities produced approximately 102 million ⁴¹ short tons of CO2 in the year ended 2025, and the Company's carbon intensity for power generation improved from 0.48 ⁴² short tons of CO2 per MWh in 2024 to 0.47 ⁴³ short tons of CO2 per MWh in 2025. Since 2010, Vistra has achieved a 46% ⁴⁴ reduction in CO2 emissions, a 64% ⁴⁵ reduction in NOX emissions, and an 88% ⁴⁶ reduction in sulfur dioxide (SO2) emissions through year-end 2025, compared to a 2010 baseline. Vistra is targeting to achieve a 60% ⁴⁷ reduction in Scope 1 and Scope 2 CO2 equivalent emissions by 2030 as compared to a 2010 baseline with a long-term goal to achieve net-zero carbon emissions by 2050. As of December 31, 2025, Vistra had approximately 6,390 ⁴⁸ full-time employees, including approximately 1,860 ⁴⁹ employees under collective bargaining agreements.

Vistra continues to pursue and execute on additional opportunities for the prospective sale of power from its generation fleet facilities pursuant to long-term agreements to supply large load facilities, with multiple demand drivers such as emergence of large load data centers, including in response to transformations in technologies like artificial intelligence (AI) and electrification of oil field operations (specifically in the Permian Basin of west Texas), having accelerated and expected to continue to accelerate load growth in the geographic regions the Company serves. The Company has announced plans to develop additional battery ESS in California and at retired or to-be-retired plant sites in Illinois, and to develop additional solar generation facilities in California and at retired or to-be retired plant sites in Illinois with expected commercial operation dates beginning in 2026. Vistra also intends to repower the Coleto Creek Power Plant in Texas and the Miami Fort Power Plant in Illinois to natural-gas fueled plants upon their retirements as coal-fueled facilities in 2027 and 2028, respectively, and in January 2026 announced plans to add 433 MW ⁵⁰ of uprate capacity from its Perry, Davis-Besse, and Beaver Valley nuclear power plants in PJM.

Vistra has a substantial capital allocation plan intended for investments in renewable assets, including solar development projects and battery ESS, and plans to continually assess potential strategic acquisitions or investments in renewable assets, emerging technologies and related projects. The Company's ability to successfully develop its current renewables projects, or in the future acquire additional renewable assets, may be impacted by the demand for and viability of renewable assets generally, which may vary depending on availability of projects and financing, as well as public policy, financial and tax mechanisms implemented at the state and federal levels to support the development of renewable assets. Various factors could result in increased costs or result in delays or cancellation of current or future renewable projects, including risks relating to siting, financing, engineering and construction, permitting, interconnection requests, federal and state regulatory approvals, new legislation or regulatory changes impacting the industry, commissioning delays, import tariffs, changes to federal income tax laws, economic events or factors, environmental and community concerns, availability of or requirements for additional funding, enhanced competition, or the potential for termination of the power sales contract as a result of a failure to meet certain milestones.Vistra's generation fleet conducted more than 99,000 ⁵¹ leadership safety engagements across the fleet in 2025 continuing its employee driven safety program. The Company's Total Recordable Incident rate (TRIR) for company employees was 0.52 ⁵², in the top quartile as compared to the Edison Electric Institute (EEI) 2024 Total Company Injury Data for companies of comparable size. Vistra has a total of 14 ⁵³ plants that have been awarded the Voluntary Protection Program (VPP) Star designation by the OSHA for superior demonstration of effective safety and health management systems. In 2025, Vistra continued its formal mentoring program available to all employees, with over 260 ⁵⁴ employees participating in 2025.

The filing does not specify R&D spending levels, capital expenditure plans with exact figures, share repurchase authorization amounts beyond noting an incremental program approved in October 2025, or dividend policy with exact figures for the upcoming period.

Vistra faces structural headwinds including that its revenues, results of operations, and operating cash flows are affected by price fluctuations in the wholesale power market and other market factors beyond its control, and that the Company's assets or positions cannot be fully hedged against changes in commodity prices and Market Heat Rates. The Company also faces execution risks related to the pending Cogentrix Transactions, which remain subject to the satisfaction or waiver of customary closing conditions, including receipt of all requisite regulatory approvals, and if the Cogentrix Transactions are not completed by December 31, 2026 ⁵⁵ (which date may be extended twice, in each case, by up to 90 days), either party may terminate the applicable agreement, and Vistra may be required to pay Cogentrix Energy a termination fee of, as to the purchase agreement, $77,839,364 ⁵⁶, and, as to the merger agreement, $72,160,636 ⁵⁷.

Vistra faces regulatory and legislative risks including that its businesses are subject to ongoing complex governmental regulations and legislation that have adversely impacted, and may in the future adversely impact, its businesses, results of operations, liquidity and financial condition. The Company's cost of compliance with existing and new environmental laws could have a material adverse effect on it, and pending or proposed laws or regulations, or the repeal of existing beneficial laws or regulations, including those proposed or implemented under the Trump administration, could have a material adverse effect on its businesses, results of operations, liquidity and financial condition. Changes to laws, rules or regulations related to market structures in the markets in which Vistra participates may have a material adverse effect on its businesses, results of operation, liquidity and financial condition.

Vistra's revenues, results of operations, and operating cash flows are materially affected by price fluctuations in the wholesale power market and other market factors beyond its control, as the majority of its facilities operate as merchant facilities without long-term power sales agreements and the Company is not guaranteed any rate of return on capital investments. The Company's hedging activities do not fully protect against changes in commodity prices and Market Heat Rates because of the expected useful life of generation assets and the size of its position relative to the duration of available markets for various hedging activities, with commodity markets generally having limited liquidity after two to three years and cross-commodity hedging strategies with natural gas hedging instruments generally limited to a duration of four to five years. Vistra faces significant liquidity risk as it had approximately $20.7 billion ⁵⁸ of total indebtedness as of December 31, 2025, and its credit ratings are a mix of investment grade and non-investment grade, which could negatively affect its ability to access capital on favorable terms or result in higher collateral requirements. The Company is subject to extensive environmental regulation, and the EPA has finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from electricity generation facilities, with the cost of compliance with existing and new environmental laws potentially having a material adverse effect. Vistra also faces material risks related to the pending Cogentrix Transactions, including that if not completed by December 31, 2026 ⁵⁹ (extendable twice by up to 90 days), the Company may be required to pay termination fees of $77,839,364 ⁶⁰ and $72,160,636 ⁶¹ under the purchase agreement and merger agreement, respectively.

Management's message emphasizes Vistra's four core principles of doing business the right way, working as a team, competing to win, and caring about key stakeholders, and the Company's focus on execution of strategic priorities including achieving a long-term, attractive earnings profile through the integrated business model, disciplined capital allocation, maintaining a resilient balance sheet, and a strategic energy transition that supports the reliability, affordability, and sustainability of the electric grid. Management states that Vistra is guided by the belief that integrating retail with power generation stands as a fundamental competitive advantage that mitigates the impact of commodity price fluctuations and enhances the stability and predictability of cash flows, and that execution of large load offtake opportunities, including under long-term power purchase or offtake agreements, underwrite higher base profitability in the future.