What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 140 added, 152 removed, 566 unchanged (34% of the section changed)

19 unchanged sentences

(Principal Executive Officer) (Principal Financial Officer)

March 1, 2023

February 28, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Dallas, Texas

March 1, 2023

February 28, 2024

OTHER INFORMATION

(a) On February 25, 2024, Brian Ferraioli notified the Company that he will not seek re-election and will resign as a member of the Board of Directors (Board) of the Company, effective as of the date of the Company's 2024 annual meeting of stockholders (Annual Meeting).

Ferraioli's other business and professional opportunities have increased in demand, and he is resigning from the Board to focus on those other opportunities.

Ferraioli has served as a director of the Company since 2017.

Ferraioli's decision not to seek re-election is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In addition, on February 26, 2024, Jeff Hunter notified the Company that he will not seek re-election and will resign as a member of the Board, effective as of the Annual Meeting.

Hunter's other business and professional opportunities have increased in demand, and he is resigning from the Board to focus on those other opportunities.

Hunter has served as a director of the Company since 2016.

Hunter's decision not to seek re-election is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The Board and the Company express sincere appreciation to Messrs.

Ferraioli and Hunter for their leadership, strategic contributions, and dedicated service to the Board and the Company.

(b) During the three months ended December 31, 2023, 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".

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

27 unchanged sentences

Other income 31 6 3

Interest expense and related charges — — ( 7 )

Impacts of Tax Receivable Agreement ( 164 ) ( 128 ) 53

18 unchanged sentences

Issuances of preferred stock — — 2,000

Repayments/repurchases of debt — — ( 747 )

Debt tender offer and other debt financing fees — — ( 17 )

Stock repurchases ( 1,245 ) ( 1,949 ) ( 471 )

19 unchanged sentences

Accumulated deferred income taxes 1,086 1,019

Other noncurrent assets — 1

Total assets $ 5,633 $ 5,592

30 unchanged sentences

The amount that can be distributed by Vistra Operations to Parent was partially reduced by distributions made by Vistra Operations to Vistra Corp.

(Parent) of approximately $ 1.775 billion, $ 405 million and $ 1.105 billion during the years ended December 31, 2022, 2021 and 2020, respectively.

(Parent) of approximately $ 1.625 billion, $ 1.775 billion and $ 405 million during the years ended December 31, 2023, 2022 and 2021, respectively.

Additionally, Vistra Operations may make distributions to Vistra Corp.

11 unchanged sentences

(Parent) would be insolvent.

(Parent) received $ 1.775 billion, $ 405 million and $ 1.105 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2022, 2021 and 2020, respectively.

(Parent) received $ 1.625 billion, $ 1.775 billion and $ 405 million in dividends from its consolidated subsidiaries in the years ended December 31, 2023, 2022 and 2021, respectively.

In the year ended December 31, 2021, Vistra Corp.

11 unchanged sentences

(now known as Vistra Corp.) and Dynegy, Inc.

2.3 001-38086

(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.

(3(i)) Articles of Incorporation

9 unchanged sentences

(filed on October 15, 2021) 3.1 — Series A Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on October 14, 2021

Exhibits Previously Filed With File Number* As

3.4 001-38086

1 unchanged sentence

on December 13, 2021) 3.1 — Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021

3.5 001-38086

Form 8-K (filed

on January 4, 2024) 3.1 — Series C Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023

(3(ii)) By-laws

Exhibits Previously Filed With File Number* As

3.5 001-38086

28 unchanged sentences

on February 25, 2022) 4.11 — Eighth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.12 ** — Ninth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.12 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.12 — Ninth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.13 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.1 — Tenth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.14 001-38086

(filed on February 6, 2019) 4.1 — Indenture for 5.625% Senior Note due 2027, dated as of February 6, 2019, among Vistra Operations Company LLC, as issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee

Exhibits Previously Filed With File Number* As

4.15 001-38086

22 unchanged sentences

on February 25, 2022) 4.22 — Eighth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.24 ** — Ninth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.25 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.24 — Ninth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.26 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.2 — Tenth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.27 001-38086

(filed on June 24, 2019) 4.1 — Indenture for 5.00% Senior Notes due 2027, dated as of June 21, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee

3 unchanged sentences

(filed on June 24, 2019) 4.3 — Form of Regulation S Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1)

Exhibits Previously Filed With File Number* As

4.30 001-38086

18 unchanged sentences

on February 25, 2022) 4.33 — Eighth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.36 ** — Ninth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.38 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.36 — Ninth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.39 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.3 — Tenth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.40 001-38086

(filed on June 17, 2019) 4.1 — Indenture, dated as of June 11, 2019, between Vistra Operations Company LLC, as Issuer, and Wilmington Trust, National Association, as Trustee

7 unchanged sentences

(filed on June 17, 2019) 4.5 — Form of Regulation S Global Security for 3.55% Senior Notes due 2024 (included in Exhibit 4.2)

Exhibits Previously Filed With File Number* As

4.45 001-38086

21 unchanged sentences

on February 26, 2021) 4.41 — Seventh Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of October 7, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.54 001-38086

6 unchanged sentences

on February 25, 2022) 4.50 — Tenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.57 001-38086

(filed on May 16, 2022) 4.1 — Eleventh Supplemental Indenture for 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025 , dated as of May 13, 2022, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee

4.55 ** — Twelfth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 , 4.30% Senior Secured Notes due 2029, 4.875% Senior Sec ur ed Notes due 2024 and 5.125% Senior Secured Notes due 2025 , dated as of December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

(filed on May 16, 2022) 4.1 — Eleventh Supplemental Indenture for 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of May 13, 2022, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors and the Trustee

4.58 001-38086

7 unchanged sentences

4.62 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.55 — Twelfth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.63 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.4 — Thirteenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.64 001-38086

(filed on October 2, 2023) 4.1 — Fourteenth Supplemental Indenture for the 6.950% Senior Secured Notes due 2033, dated as of September 26, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.65 001-38086

(filed on October 2, 2023) 4.2 — Indenture for the 7.750% Senior Unsecured Notes due 2031, dated as of September 26, 2023, by and among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors and the Trustee

4.66 001-38086

(filed on October 2, 2023) 4.3 — Form of Rule 144A Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1)

Exhibits Previously Filed With File Number* As

4.67 001-38086

(filed on October 2, 2023) 4.4 — Form of Regulation S Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1)

4.68 001-38086

(filed on October 2, 2023) 4.5 — Form of Rule 144A Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2)

4.69 001-38086

(filed on October 2, 2023) 4.6 — Form of Regulation S Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2)

4.70 001-38086

(filed on May 11, 2021) 4.1 — Indenture for 4.375% Senior Notes due 2029, dated as of May 10, 2021, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee

8 unchanged sentences

on February 25, 2022) 4.55 — Second Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.65 ** — Third Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.75 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.65 — Third Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.76 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.5 — Fourth Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.77 001-38086

(filed on August 23, 2018) 4.7 — Purchase and Sale Agreement dated as of August 21, 2018, between TXU Energy Retail Company LLC as originator, and TXU Energy Receivables Company LLC, as purchaser

1 unchanged sentence

(filed on August 23, 2018) 4.8 — Receivable Purchase Agreement dated as of August 21, 2018, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

Exhibits Previously Filed With File Number* As

4.79 001-38086

2 unchanged sentences

Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019) 4.12 — Second Amendment to Purchase and Sale Agreement, dated as of June 3, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser

Exhibits Previously Filed With File Number* As

4.81 001-38086

10 unchanged sentences

(filed on July 19, 2019) 4.2 — Third Amendment to Receivables Purchase Agreement, dated as of July 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.76 ** — Fourth Amendment to Receivables Purchase Agreement, dated as of November 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.87 001-38086

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 4.76 — Fourth Amendment to Receivables Purchase Agreement, dated as of November 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.88 001-38086

(filed on July 16, 2020) 4.1 — Fifth Amendment to Receivables Purchase Agreement, dated as of July 13, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

Exhibits Previously Filed With File Number* As

4.89 001-38086

2 unchanged sentences

(filed on December 28, 2020) 4.2 — Seventh Amendment to Receivables Purchase Agreement, dated as of December 21, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

Exhibits Previously Filed With File Number* As

4.91 001-38086

10 unchanged sentences

4.96 001-33443

(filed on February 7, 2017) 4.1 — Warrant Agreement, dated February 2, 2017, by and among Dynegy, Computershare Inc.

and Computershare Trust Company, N.A., as warrant agent

(filed on July 17, 2023) 4.1 — Thirteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2023, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.97 001-33443

Registration Statement on Form 8-A

(filed on April 9, 2018) 4.2 — Supplemental Warrant Agreement, dated as of April 9, 2018 among the Company and the Warrant Agent

(filed on June 22, 2023) 4.1 — Facility Agreement, dated June 15, 2023, among Palomino Funding Trust I, Vistra Operations Company LLC, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee

4.98 001-33443

(filed on February 7, 2017) 4.1 — Form of Warrant

(filed on June 22, 2023) 4.2 — Amended and Restated Declaration of Trust of Palomino Funding Trust I, dated June 15, 2023, among Vistra Operations Company LLC, as depositor, The Bank of New York Mellon Trust Company, N.A., as trustee, BNY Mellon Trust of Delaware, as Delaware trustee, and Vistra Operations Company LLC, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c)

4.99 001-33443

(filed on June 22, 2023) 4.3 — Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee

4.100 001-33443

(filed on June 22, 2023) 4.4 — Supplemental Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee

4.101 001-33443

(filed on June 22, 2023) 4.5 — Form of 7.233% Senior Secured Notes due 2028 (included in Exhibit 4.4)

Exhibits Previously Filed With File Number* As

4.102 001-38086

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.6 — Second Supplemental Indenture for the 7.233% Senior Secured Notes due 2028, dated August 3, 2023, among Vistra Operations Company LLC, as Issuer, the subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee

(filed December 23, 2016)

1 unchanged sentence

(now known as Vistra Corp.) and the Holders party thereto, dated as of October 3, 2016

Exhibits Previously Filed With File Number* As

4.89 001-38086

Form 10-K (Year ended December 31, 2021) (filed

on February 25, 2022) 4.77 — Description of Capital Stock

** — Description of Capital Stock

(10) Material Contracts

36 unchanged sentences

Form10-K (Year ended December 31, 2018) (filed on February 28, 2019) 10.7 — Vistra Equity Deferred Compensation Plan for Certain Directors, effective as of January 1, 2019

Exhibits Previously Filed With File Number* As

10.12 001-38086

2 unchanged sentences

1 to the Vistra Equity Deferred Compensation Plan, dated effective as of February 24, 2021

Exhibits Previously Filed With File Number* As

10.13 001-38086

7 unchanged sentences

Morgan and Vistra Corp.

10.15 001-38086

(filed March 21, 2022)

10.15 ** — Second Amended and Restated Employment Agreement, dated March 20, 2022, between James A.

Burke and Vistra Corp.

10.16 001-38086

(filed July 21, 2022)

10.16 ** — Employment Agreement, dated as of July 20, 2022, between Kristopher E.

1 unchanged sentence

and Vistra Corporate Services Company

10.17 001-38086

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.6 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephanie Zapata Moore, Vistra Corp.

10.17 ** — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephanie Zapata Moore, Vistra Corp.

and Vistra Corporate Services Company

10.18 001-38086

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.7 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Carrie Lee Kirby, Vistra Corp.

10.18 ** — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Carrie Lee Kirby, Vistra Corp.

and Vistra Corporate Services Company

10.19 001-38086

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.8 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Scott A.

10.19 ** — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Scott A.

Hudson, Vistra Corp.

and Vistra Corporate Services Company

10.20 001-38086

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.9 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephen J.

10.20 ** — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephen J.

Muscato, Vistra Corp.

and Vistra Corporate Services Company

10.21 001-38086

Form 10-Q (Quarter ended September 30, 2022) (filed on November 4, 2022) 10.4 — Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp.

10.21 ** — Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp.

and Vistra Corporate Services Company

10.22 ** — Form of indemnification agreement with directors and officers

10.22 001-38086

Amendment No.

(filed April 5, 2017)

10.29 — Stock Purchase Agreement, dated as of October 25, 2016, by and between TCEH Corp.

(now known as Vistra Corp.) and Curtis A.

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 10.22 — Form of indemnification agreement with directors and officers

Credit Agreements and Related Agreements

10.24 333-215288

(filed December 23, 2016)

10.1 — Credit Agreement, dated as of October 3, 2016

10.25 333-215288

(filed December 23, 2016)

10.2 — Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

10.26 333-215288

Amendment No.

1 unchanged sentence

10.3 — Second Amendment to Credit Agreement, dated February 1, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

Exhibits Previously Filed With File Number* As

10.27 333-215288

Amendment No.

1 unchanged sentence

10.4 — Third Amendment to Credit Agreement, dated February 28, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

10.28 001-38086

Exhibits Previously Filed With File Number* As

(filed August 17, 2017)

10.1 — Fourth Amendment to Credit Agreement, dated as of August 17, 2017 (effective August 17, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

10.29 001-38086

(filed December 14, 2017)

10.1 — Fifth Amendment to Credit Agreement, dated as of December 14, 2017 (effective December 14, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

10.30 001-38086

(filed February 22, 2018)

10.1 — Sixth Amendment to Credit Agreement, dated as of February 20, 2018 (effective February 20, 2018), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.

10.31 001-38086

(filed June 15, 2018)

1 unchanged sentence

as the 2018 Incremental Term Loan Lenders, the various other Lenders party thereto, Credit Suisse as Successor Administrative Agent and as Successor Collateral Agent, and Delaware Trust Company, as Collateral Trustee.

10.32 001-38086

(filed April 4, 2019)

10.4 — Eighth Amendment to Credit Agreement, dated March 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Bank of Montreal, Chicago Branch, as new Revolving Loan Lender, Revolving Letter of Credit Issuer and Joint Lead Arranger, the various other Lenders and Letter of Credit Issuers party thereto, and Credit Suisse as Administrative Agent and Collateral Agent

10.33 001-38086

(filed May 29, 2019)

10.1 — Ninth Amendment to Credit Agreement, dated May 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Sun Trust Bank, as incremental Revolving Loan Lender, and Credit Suisse AG, Cayman Island Branch, as Administrative Agent and Collateral Agent

10.34 001-38086

Form 8-K (filed

on November 21, 2019) 10.1 — Tenth Amendment to the Credit Agreement, dated November 15, 2019, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, Credit Suisse AG, Cayman Islands Branch (as the 2019 Incremental Term Loan Lender and as Administrative Agent and as Collateral Agent), and the other Lenders party thereto

Exhibits Previously Filed With File Number* As

10.35 001-38086

Form 8-K (filed

on May 5, 2022) 10.1 — Eleventh Amendment to the Credit Agreement, dated April 29, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, the financial institutions providing 2022 New Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Credit Lenders providing 2022 Extended Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Letter of Credit Issuers (as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)

10.36 001-38086

Exhibits Previously Filed With File Number* As

Form 10-Q (Quarter ended September 30, 2022) (filed on November 4, 2022) 10.3 — Twelfth Amendment to the Credit Agreement, dated July 18, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)

10.37 001-38086

(filed on August 7, 2018) 10.1 — Purchase Agreement, dated August 7, 2018, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc., on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.38 001-38086

(filed on January 24, 2019) 10.1 — Purchase Agreement, dated January 22, 2019, by and among Vistra Operations Company LLC and J.P.

Morgan Securities LLC.

On behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.39 001-38086

(filed on June 7, 2019) 10.1 — Purchase Agreement, dated June 4, 2019, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc., on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.40 001-38086

(filed on June 7, 2019) 10.2 — Purchase Agreement, dated June 6, 2019, by and among Vistra Operations Company LLC and Goldman Sachs & Co.

LLC, on and behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.41 001-38086

Form 8-K (filed

on November 13, 2019) 10.1 — Purchase Agreement, dated November 6, 2019, by and among Vistra Operations Company LLC and J.P.

Morgan Securities LLC, on behalf of itself and the several Initial Purchases named in Schedule I to the Purchase Agreement

10.42 001-38086

Form 8-K (filed

on May 11, 2021) 10.1 — Purchase Agreement, dated May 5, 2021, by and among Vistra Operations Company LLC and J.P.

Morgan Securities LLC.

On behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.43 001-38086

(filed on May 16, 2022) 10.1 — Purchase Agreement, dated May 10, 2022, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc, on behalf of itself and the several Initial Purchases named in Schedule I to the Purchase Agreement

10.44 001-38086

Form 8-K (filed

on October 15, 2021) 10.1 — Purchase Agreement, dated October 12, 2021, by and between Vistra Corp.

and Goldman Sachs & Co.

10.45 001-38086

Form 10-Q (Quarter ended June 30, 2023) (filed on August 9, 2023) 10.1 — Thirteenth Amendment to the Credit Agreement, dated April 28, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.1 — Fourteenth Amendment to the Credit Agreement, dated September 26, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)

Form 8-K (filed

on December 13, 2021) 10.1 — Purchase Agreement, dated December 7, 2021, by and between Vistra Corp.

and Goldman Sachs & Co.

Exhibits Previously Filed With File Number* As

10.46 001-38086

on December 26, 2023) 10.1 — Fifteenth Amendment to the Credit Agreement, dated December 20, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the 2023 Incremental Term Loan Lender, the other Credit Parties (as defined in the Credit Agreement) party thereto, the other lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)

(filed on April 9, 2018)

1 unchanged sentence

(now known as Vistra Corp.) (as successor by merger to Dynegy Inc.), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Trustee.

10.47 001-38086

(filed on April 9, 2018)

1 unchanged sentence

filed on April 24, 2013).

10.48 001-38086

(filed on April 9, 2018)

1 unchanged sentence

(now known as Vistra Corp.), the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee.

10.49 001-38086

(filed on April 9, 2018)

1 unchanged sentence

filed on April 24, 2013).

Form 10-K (Year ended December 31, 2021) (filed

on February 25, 2022) 10.63 — Credit Agreement, dated as of February 4, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.3 — First Amendment to Credit Agreement, dated as of May 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Exhibits Previously Filed With File Number* As

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.4 — Second Amendment to Credit Agreement, dated as of May 26, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.5 — Third Amendment to Credit Agreement, dated as of June 8, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 10.72 — Fourth Amendment to Credit Agreement, dated as of October 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-K (Year ended December 31, 2022) (filed

on March 1, 2023) 10.73 — Fifth Amendment to Credit Agreement, dated as of October 21, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.2 — Sixth Amendment to Credit Agreement, dated as of September 26, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 10.3 — Seventh Amendment to Credit Agreement, dated as of October 4, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

Other Material Contracts

10.50 333-215288

Amendment No.

1 unchanged sentence

10.5 — Collateral Trust Agreement, dated as of October 3, 2016, by and among TEX Operations Company LLC (now known as Vistra Operations LLC), the Grantors from time to time thereto, Railroad Commission of Texas, as first-out representative, and Deutsche Bank AG, New York Branch, as senior credit agreement representative

10.51 001-38086

(filed on June 15, 2018) 10.2 — Amendment to Collateral Trust Agreement, effective as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as first-out representative, and Credit Suisse AG, Cayman Islands Branch, as senior credit agreement agent, and Delaware Trust Company, as Collateral Trustee

10.52 001-38086

(filed on June 15, 2018) 10.3 — Collateral Trust Joinder, dated June 14, 2018, between the Additional Grantors party thereto and Delaware Trust Company, as Collateral Trustee, to the Collateral Trust Agreement, effective pursuant to the Seventh Amendment as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as First-Out Representative, Credit Suisse AG, Cayman Islands Branch, as Senior Credit Agreement Agent, and Delaware Trust Company, as Collateral Trustee.

10.53 333-215288

Amendment No.

(filed April 5, 2017)

10.13 — Tax Receivable Agreement, by and between TEX Energy LLC (now known as Vistra Corp.) and American Stock Transfer & Trust Company, as transfer agent, dated as of October 3, 2016

10.54 333-215288

(filed on January 4, 2024) 10.1 — Amended and Restated Tax Receivable Agreement, dated December 29, 2023, by and between the Company and Equiniti Trust Company, LLC

Exhibits Previously Filed With File Number* As

Amendment No.

3 unchanged sentences

LLC, dated as of October 3, 2016

10.55 333-215288

Amendment No.

2 unchanged sentences

and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016

Exhibits Previously Filed With File Number* As

10.56 333-215288

Amendment No.

1 unchanged sentence

10.16 — Separation Agreement, by and between Energy Future Holdings Corp., TEX Energy LLC (now known as Vistra Corp.) and TEX Operations Company LLC (now known as Vistra Operations LLC), dated as of October 3, 2016

10.57 333-215288

Amendment No.

1 unchanged sentence

10.17 — Purchase and Sale Agreement, dated as of November 25, 2015, by and between La Frontera Ventures, LLC and Luminant Holding Company LLC

10.58 333-215288

Amendment No.

1 unchanged sentence

10.18 — Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric Delivery Company) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016

10.59 001-38086

(filed July 7, 2017)

10(a) — Asset Purchase Agreement, dated as of July 5, 2017, by and among Odessa-Ector Power Partners, L.P., La Frontera Holdings, LLC, Vistra Operations Company LLC, Koch Resources, LLC

10.60 001-38086

(filed March 7, 2023)

10.1 — Form of Support Agreement, dated March 6, 2023

(filed March 7, 2023)

10.2 — Form of Contribution and Exchange Agreement, dated March 6, 2023

(filed on October 16, 2020) 10.1 — Master Framework Agreement, dated as of October 9, 2020, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, and MUFG Bank, Ltd., as buyer

10.61 001-38086

(filed on July 15, 2021) 10.1 — Amendment No.

1 to Master Framework Agreement, dated as of July 1, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer

10.62 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 10.2 — Amendment No.

2 to Master Framework Agreement, dated as of August 3, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer

10.63 001-38086

(filed on July 15, 2022) 10.1 — Amendment No.

3 to Master Framework Agreement, dated as of July 11, 2022, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer

10.64 001-38086

(filed on July 17, 2023) 10.1 — Amendment No.

4 to Master Framework Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators name therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer

Exhibits Previously Filed With File Number* As

(filed on October 16, 2020) 10.2 — Master Repurchase Agreement, dated as of October 9, 2020, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.

10.65 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 10.3 — Amendment No.

1 to Master Repurchase Agreement, dated as of August 3, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.

10.66 001-38086

(filed on December 28, 2020) 10.1 — Joinder Agreement, dated as of December 21, 2020, among TXU Energy Retail company LLC, as seller party agent, Vistra Operations Company LLC, as guarantor, certain originators named therein, and MUFG Bank, Ltd., as buyer

10.67 001-38086

Form 10-K (Year ended December 31, 2021) (filed

1 unchanged sentence

2 to Master Repurchase Agreement, dated as of December 30, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.

10.68 001-38086

Form 10-K (Year ended December 31, 2021) (filed

Exhibits Previously Filed With File Number* As

10.69 001-38086

10.70 001-38086

10.71 001-38086

10.72 ** — Fourth Amendment to Credit Agreement, dated as of October 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

10.73 ** — Fifth Amendment to Credit Agreement, dated as of October 21, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

(filed on July 17, 2023) 10.2 — Amendment No.

3 to Master Repurchase Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and MUFG Bank, Ltd., as buyer

(21) Subsidiaries of the Registrant

11 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *** — Certification of Kr istopher E.

32.2 *** — Certification of Kristopher E.

Moldovan, principal financial officer of Vistra Corp., pursuant to U.S.C.

2 unchanged sentences

95.1 ** — Mine Safety Disclosures

Policy Relating to Recover of Erroneously Awarded Compensation

— Vistra Corp.

C lawback P olicy

XBRL Data Files

Exhibits Previously Filed With File Number* As

101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statement of Changes in Equity and (vi) the Notes to the Consolidated Financial Statements.

Exhibits Previously Filed With File Number* As

101.SCH ** — XBRL Taxonomy Extension Schema Document

11 unchanged sentences

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2023 By /s/ JAMES A.

February 28, 2024 By /s/ JAMES A.

Burke (President and Chief Executive Officer)

2 unchanged sentences

Signature Title Date

BURKE Principal Executive Officer and Director March 1, 2023

BURKE Principal Executive Officer and Director February 28, 2024

Burke, President and Chief Executive Officer)

/s/ KRISTOPHER E.

MOLDOVAN Principal Financial Officer March 1, 2023

MOLDOVAN Principal Financial Officer February 28, 2024

(Kristopher E.

Moldovan, Chief Financial Officer)

/s/ CHRISTY DOBRY Principal Accounting Officer March 1, 2023

(Christy Dobry, Senior Vice President and Controller)

HELM Chairman of the Board and Director March 1, 2023

/s/ MARGARET MONTEMAYOR Principal Accounting Officer February 28, 2024

(Margaret Montemayor, Senior Vice President, Chief Accountant and Controller)

HELM Chairman of the Board and Director February 28, 2024

Helm, Chairman of the Board)

/s/ HILARY E.

ACKERMANN Director March 1, 2023

ACKERMANN Director February 28, 2024

/s/ ARCILIA C.

ACOSTA Director March 1, 2023

BAIERA Director March 1, 2023

BARBAS Director March 1, 2023

/s/ LISA CRUTCHFIELD Director March 1, 2023

ACOSTA Director February 28, 2024

BAIERA Director February 28, 2024

BARBAS Director February 28, 2024

/s/ LISA CRUTCHFIELD Director February 28, 2024

(Lisa Crutchfield)

FERRAIOLI Director March 1, 2023

HUNTER Director March 1, 2023

LAGACY Director March 1, 2023

SULT Director March 1, 2023

FERRAIOLI Director February 28, 2024

HUNTER Director February 28, 2024

LAGACY Director February 28, 2024

SULT Director February 28, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures