Vistra VST · USD

SEGMENT INFORMATIONThe operations of Vistra are aligned into five reportable business segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, and (v) Asset Closure. Our Chief Executive Officer is our chief operating decision maker (CODM). Our CODM reviews the results of these segments separately and allocates resources to the respective segments as part of our strategic operations. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources. In the fourth quarter of 2024, we updated our reportable segments to reflect changes in how the Company's CODM makes operating decisions, assesses performance, and allocates resources by removing the Sunset segment. The results of the plants previously included in the Sunset segment are now reflected in the Texas and East segments based on their respective geographies.The Retail segment is engaged in retail sales of electricity and natural gas to residential, commercial, and industrial customers. Substantially all of these activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, Energy Harbor, and U.S. Gas & Electric across 16 states and the District of Columbia.The Texas and East segments are engaged in electricity generation, wholesale energy sales and purchases, commodity risk management activities, fuel procurement, and logistics management. The Texas segment represents results from all of Vistra's electricity generation operations in the ERCOT market except for assets included in the Asset Closure segment. The East segment represents results from Vistra's electricity generation operations in the Eastern Interconnection of the U.S. electric grid, other than assets included in the Asset Closure segment, and includes operations in the PJM, MISO, ISO-NE, and NYISO markets.The West segment represents results from the CAISO market, including our battery ESS project at our Moss Landing power plant site. The Moss Landing 300 MW and Moss Landing 100 MW battery facilities were transferred to the Asset Closure segment in the first quarter of 2025 and fourth quarter of 2025, respectively, as a result of the Moss Landing Incident (see Note 8 for additional information). Management concluded that the 2023 and 2024 revenues, expenses, and capital expenditures associated with the Moss Landing 100 MW battery were immaterial, therefore, prior‑period segment results have not been recast.

REVENUERevenue DisaggregationThe following tables disaggregate our revenue by major source:Year Ended December 31, 2025RetailTexasEastWestAsset ClosureEliminations / Corporate and OtherConsolidated(in millions)Revenue from contracts with customers:Retail energy charge in ERCOT$8,966 $— $— $— $— $— $8,966 Retail energy charge in Northeast/Midwest4,059 — — — — — 4,059 Wholesale generation revenue from ISO/RTO— 464 2,626 98 — — 3,188 Capacity revenue from ISO/RTO (a)— — 227 — — — 227 Revenue from other wholesale contracts— 454 458 230 4 — 1,146 Total revenue from contracts with customers13,025 918 3,311 328 4 — 17,586 Other revenues:Transferable PTC revenues (b)— 229 — — — — 229 Hedging revenues — realized1,210 (440)(303)116 — — 583 Hedging revenue — unrealized(2)182 (826)(122)2 — (766)Business interruption insurance proceeds— 47 — — 71 — 118 Intangible amortization and other revenues— (2)(13)— — 3 (12)Intersegment sales (c)107 4,419 4,005 3 (3)(8,531)— Total other revenues1,315 4,435 2,863 (3)70 (8,528)152 Total revenues$14,340 $5,353 $6,174 $325 $74 $(8,528)$17,738 ____________(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $793 million of capacity sold offset by $566 million of capacity purchased. Net capacity purchased in each ISO/RTO, as applicable, included in fuel, purchased power costs, and delivery fees in the consolidated statement of operations includes capacity purchased of $130 million offset by $63 million of capacity sold within the East segment.(b)Represents transferable PTCs generated from qualifying nuclear and solar assets during the period.(c)East segment includes $147 million of intersegment unrealized net losses, and Texas segment includes $293 million of intersegment unrealized net gains from mark-to-market valuations of commodity positions with the Retail segment.

COMMITMENTS AND CONTINGENCIESContractual CommitmentsAs of December 31, 2025, we had minimum contractual commitments under long-term service and maintenance contracts, energy-related contracts and other agreements as follows:Long-Term Service and Maintenance Contracts (a)Coal transportation agreementsPipeline transportation and storage reservation feesWater Contracts(in millions)2026$182 $63 $227 $2 2027257 27 245 10 2028294 — 279 10 2029243 — 284 10 2030276 — 286 10 Thereafter1,823 — 497 35 Total$3,075 $90 $1,818 $77 ____________(a)Long-term service and maintenance contracts reflect expected expenditures as these contracts do not include minimum spending requirements, but can only be terminated based on events outside the control of the Company.In addition to the commitments detailed above, we have nuclear fuel contracts with early termination penalties. As of December 31, 2025, termination costs of $94 million would be incurred if we terminated those contracts.Expenditures under our coal purchase and coal transportation agreements totaled $733 million, $744 million, and $936 million for the years ended December 31, 2025, 2024 and 2023, respectively.Letters of Credit, Surety Bonds, and Collateral Support ObligationLetters of Credit — As of December 31, 2025, we had outstanding letters of credit totaling $3.004 billion as follows:•$2.489 billion to support commodity risk management and collateral requirements in the normal course of business, including over-the-counter and exchange-traded transactions and $679 million of collateral postings with ISOs/RTOs;•$279 million to support battery and solar development projects;•$110 million to support ASAOC requirements with the EPA (see Note 8 for additional information);•$86 million to support our REP financial requirements with the PUCT;•$25 million to support executory contracts and insurance agreements; and•$15 million for other credit support requirements.Surety Bonds — Surety bonds provide financial performance assurance to third parties on behalf of certain Company subsidiaries for obligations under various contracts and legal obligations in the normal course of business. In the event of nonperformance by the applicable subsidiary, the beneficiary would make a claim to the surety, and the Company would be required to reimburse any payment by the surety. Our liability with respect to any particular surety bond is released once the obligations secured by the surety bond are performed.

DEBT, CREDIT FACILITIES, AND FINANCINGSDebt, credit facilities and financing obligations on the consolidated balance sheets consisted of the following:December 31,20252024(in millions)Long-term debt, including amounts due currently:Project-level debt$1,569 $1,064 Vistra Operations debt15,627 15,405 Long-term debt before unamortized premiums, discounts, and issuance costs17,196 16,469 Unamortized premiums, discounts, and issuance costs(153)(171)Long-term debt including amounts due currently$17,043 $16,298 Short-term borrowings$1,800 $— Accounts receivable financing$1,225 $750 Forward repurchase obligation$632 $1,335 Long-Term DebtThe Company's long-term debt obligations, including amounts due currently, consisted of the following:December 31,20252024(in millions)Vistra Operations Credit Facilities, Term Loan B-3 Facility due December 20, 2030$2,450 $2,475 BCOP Credit Facility, Bridge Loans367 367 BCOP Credit Facility, Construction / Term Loans505 — Vistra Zero Credit Facility, Term Loan B Facility due April 30, 2031697 697 Vistra Operations Senior Secured Notes:5.125% Senior Secured Notes, due May 13, 2025— 744 5.050% Senior Secured Notes, due December 30, 2026500 500 3.700% Senior Secured Notes, due January 30, 2027800 800 4.300% Senior Secured Notes, due October 15, 2028750 — 4.300% Senior Secured Notes, due July 15, 2029800 800 4.600% Senior Secured Notes, due October 15, 2030500 — 6.950% Senior Secured Notes, due October 15, 20331,050 1,050 6.000% Senior Secured Notes, due April 15, 2034500 500 5.700% Senior Secured Notes, due December 30, 2034750 750 5.250% Senior Secured Notes, due October 15, 2035750 — Total Vistra Operations Senior Secured Notes6,400 5,144 Energy Harbor Revenue Bonds:3.375% Revenue Bond, due August 1, 2029100 100 4.750% Revenue Bonds, due June 1, 2033 and July 1, 2033285 285 3.750% Revenue Bond, due October 1, 204746 46 Total Energy Harbor Revenue Bonds431 431 Vistra Operations Senior Unsecured Notes:5.500% Senior Unsecured Notes, due September 1, 2026— 1,000 5.625% Senior Unsecured Notes, due February 15, 20271,300 1,300 5.000% Senior Unsecured Notes, due July 31, 20271,300 1,300 4.375% Senior Unsecured Notes, due May 1, 20291,250 1,250 7.750% Senior Unsecured Notes, due October 15, 20311,450 1,450 6.

INCOME TAXESVistra files a U.S. federal income tax return that includes the results of its consolidated subsidiaries. Vistra serves as the corporate parent of the Vistra consolidated group. Pursuant to applicable U.S. Department of the Treasury regulations and published guidance of the IRS, corporations that are members of a consolidated group have joint and several liability for the taxes of such group.Income Tax Expense (Benefit)The components of our income tax expense (benefit) are as follows:Year Ended December 31,202520242023(in millions)Current:U.S. Federal$(3)$2 $(1)State46 46 52 Total current43 48 51 Deferred:U.S. Federal149 561 421 State(13)46 36 Total deferred136 607 457 Total$179 $655 $508 Reconciliation of income taxes computed at the U.S. federal statutory rate to income tax expense (benefit) recorded:Year Ended December 31,202520242023(in millions)Income (loss) before income taxes$1,123 $3,467 $2,000 Income taxes at the U.S. federal statutory rate of 21%236 21.0 %728 21.0 %420 21.0 %State and local taxes, net of federal benefit (a)26 2.3 %68 2.0 %71 3.6 %Nontaxable or nondeductible items:Nondeductible TRA accretion(1)(0.1)%2 0.1 %41 2.1 %Equity awards(145)(12.9)%(53)(1.6)%(3)(0.2)%Nondeductible 162(m) compensation75 6.7 %29 0.8 %13 0.7 %Transferable PTC revenues(46)(4.1)%(117)(3.4)%(2)(0.1)%Other nontaxable or nondeductible items7 0.6 %2 0.1 %2 0.1 %Changes in valuation allowance— — %(3)(0.1)%— — %Changes in unrecognized tax benefit— — %— — %(35)(1.8)%Tax credits(3)(0.3)%— — %(1)(0.1)%Other30 2.7 %(1)— %2 0.1 %Total$179 15.9 %$655 18.9 %$508 25.4 %____________(a)State and local taxes in Texas, Pennsylvania, and Illinois comprise the majority of this category.Income Taxes Paid (Net of Refunds)Year Ended December 31,202520242023(in millions)US Federal$11 $5 $— (a)US state and localCalifornia11 3 5 Illinois— (a)14 15 Massachusetts— (a)4 3 Ohio Municipalities21 — (a)— (a)Pennsylvania28 6 5 Texas19 17 — (a)Other7 6 3 Total US state and local$86 $50 $31 Total$97 $55 $31 ____________(a)Income taxes paid did not meet the 5% disaggregation threshold for the periods presented.

STOCK-BASED COMPENSATIONVistra 2016 Omnibus Incentive PlanOn the Effective Date, the Board adopted the 2016 Omnibus Incentive Plan (2016 Incentive Plan), under which an aggregate of 22,500,000 shares of our common stock were reserved for issuance as equity-based awards to our non-employee directors, employees, and certain other persons. Following approval of the Board and approval by the stockholders at the 2019 and 2024 annual meetings of the Company, the 2016 Incentive Plan was amended to increase the maximum number of shares reserved for issuance under the 2016 Incentive Plan to 37,500,000 and 43,000,000, respectively. The Board or any committee duly authorized by the Board will administer the 2016 Incentive Plan and has broad authority under the 2016 Incentive Plan to, among other things: (a) select participants, (b) determine the types of awards that participants are to receive and the number of shares that are to be subject to such awards, and (c) establish the terms and conditions of awards, including the price (if any) to be paid for the shares of the award. The types of awards that may be granted under the 2016 Incentive Plan include stock options, RSUs, restricted stock, performance awards, and other forms of awards granted or denominated in shares of Vistra common stock, as well as certain cash-based awards.If any stock option or other stock-based award granted under the 2016 Incentive Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Vistra common stock underlying any unexercised award shall again be available for awards under the 2016 Incentive Plan. If any shares of restricted stock, performance awards or other stock-based awards denominated in shares of Vistra common stock awarded under the 2016 Incentive Plan are forfeited for any reason, the number of forfeited shares shall again be available for purposes of awards under the 2016 Incentive Plan. Any award under the 2016 Incentive Plan settled in cash shall not be counted against the maximum share limitation. No awards under the 2016 Incentive Plan have been settled in cash since the Effective Date.

LEASESVistra has both finance and operating leases for real estate, rail cars and equipment. Our leases have remaining lease terms for 1 to 41 years. Our leases include options to renew up to 15 years. Certain leases also contain options to terminate the lease.Lease CostThe following table presents costs related to lease activities:Year Ended December 31,202520242023(in millions)Operating lease cost$16 $17 $12 Finance lease:Finance lease right-of-use asset amortization9 8 10 Interest on lease liabilities11 11 11 Total finance lease cost20 19 21 Variable lease cost (a)24 29 37 Short-term lease cost22 56 44 Total lease cost$82 $121 $114 ____________(a)Represents coal stockpile management services, common area maintenance services, and rail car payments based on the number of rail cars used.Balance Sheet InformationThe following table presents lease related balance sheet information:December 31,20252024(in millions)Lease assets:Operating lease right-of-use assets (reported in other noncurrent assets in the consolidated balance sheets)$98 $106 Finance lease right-of-use assets, net of accumulated amortization (reported in property, plant, and equipment in the consolidated balance sheets)149 $153 Total lease right-of-use assets$247 $259 Current lease liabilities (reported in other current liabilities in the consolidated balance sheets):Operating lease liabilities$13 $13 Finance lease liabilities4 9 Total current lease liabilities17 22 Noncurrent lease liabilities (reported in other noncurrent liabilities and deferred credits in the consolidated balance sheets):Operating lease liabilities92 98 Finance lease liabilities218 218 Total noncurrent lease liabilities310 316 Total lease liabilities$327 $338 Supplemental Cash Flow InformationThe following table presents lease related cash flows and other information:Year Ended December 31,202520242023(in millions)Non-cash disclosure upon commencement of new lease:Right-of-use assets obtained in exchange for new operating lease liabilities$24 $68 $3 Right-of-use assets obtained in exchange for new finance lease liabilities4 — — Non-cash disclosure upon modification of existing lease:Modification of operating lease right-of-use assets$— $1 $7 Modification of finance lease right-of-use assets— — (1)Weighted Average Remaining Lease TermThe following table presents weighted average remaining lease term information:December 31,20252024Weighted average remaining lease term:Operating lease24.2 years23.8 yearsFinance lease23.

ACQUISITIONSCogentrix TransactionOn December 31, 2025, Vistra executed definitive agreements to acquire Cogentrix Energy which consists of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity (Cogentrix Transaction). The facilities include three combined cycle gas turbine facilities and two combustion turbine facilities located across PJM, four combined cycle gas turbine facilities in ISO-NE, and one cogeneration facility in ERCOT.Aggregate consideration at closing will consist of approximately (i) $2.3 billion in cash, net of adjustments for the assumption of an estimated $1.5 billion of outstanding indebtedness of Cogentrix as of the closing date, and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, to be issued to the seller, at a mutually agreed-upon value of $185 per share.Consummation of the Cogentrix Transaction is subject to customary closing conditions, including receipt of all requisite regulatory approvals, including approvals of FERC and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Cogentrix Transaction is expected to close in mid-to-late 2026.Lotus AcquisitionOn October 22, 2025, pursuant to a purchase and sale agreement dated May 15, 2025, Vistra Operations acquired 100% of the membership interests of certain subsidiaries of Lotus (Lotus Acquisition). The Lotus Acquisition resulted in the addition of seven natural gas generation facilities totaling 2,600 MW in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO), further geographically diversifying Vistra's natural gas fleet.The aggregate purchase price consisted of a base purchase price of $1.9 billion, subject to certain customary adjustments, including the acquired companies' working capital, cash, indebtedness, and certain other adjustments. Vistra Operations funded the Lotus Acquisition with a combination of cash and the assumption of the acquired companies' indebtedness which consisted of a senior secured credit facility, including an existing term loan with approximately $800 million principal outstanding, which reduced the cash consideration payable at closing. Cash consideration payable at closing, excluding adjustments for the acquired companies' working capital, cash, and certain other adjustments, was $1.1 billion.