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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-29 · 245 added, 200 removed, 506 unchanged (47% of the section changed)

2 unchanged sentences

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 15a-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.

Other than additional controls associated with the Energy Harbor Merger, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15a-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.

MANAGEMENT’S ANNUAL REPORT ON

8 unchanged sentences

Based on the review performed, management believes that as of December 31, 2024 Vistra Corp.'s internal control over financial reporting was effective.

On March 1, 2024, a wholly owned subsidiary of Vistra Corp.

merged with and into Energy Harbor, as further described in Note 2.

Energy Harbor's financial statements consolidated by Vistra Corp represent approximately 1% of the company's total assets as of December 31, 2024 and approximately 11% of the company's total revenues for the year then ended, excluding balance sheet accounts subjected to purchase accounting controls.

As permitted by the SEC, management has elected to exclude Energy Harbor from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2024.

The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Vistra Corp.

12 unchanged sentences

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, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Energy Harbor Holdings LLC (formerly known as Energy Harbor Corp.), which was acquired on March 1, 2024, and whose financial statements represent approximately 1% of total assets and approximately 11% of revenues of the consolidated financial statement amounts, excluding balance sheet accounts subjected to purchase accounting controls, as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Energy Harbor Holdings LLC.

Basis for Opinion

18 unchanged sentences

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".

During the three months ended December 31, 2024, 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.

On December 17, 2024 , Kristopher Moldovan , Executive Vice President and Chief Financial Officer of the Company, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (the 10b5-1 Plan).

The 10b5-1 Plan provides for the potential exercise and sale of options for up to 139,925 shares of our common stock pursuant to stock option awards that will be expiring over the next several years.

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 March 18, 2025 and will terminate on November 28, 2025 , 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

13 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item is incorporated by reference to the sections entitled "Principal Accounting Fees" in Vistra's Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders.

Information required by this Item is incorporated by reference to the sections entitled "Principal Accountant Fees" in Vistra's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Deloitte & Touche LLP's PCAOB ID Number is 34 .

18 unchanged sentences

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

(Millions of Dollars)

Year Ended December 31,

2023 2022 2021

Cash flows — operating activities:

Cash used in operating activities $ ( 31 ) $ ( 27 ) $ ( 38 )

Cash flows — investing activities:

Capital expenditures — — —

Dividend received from subsidiaries 1,625 1,775 405

Equity contribution to subsidiaries — — ( 988 )

Cash provided by (used in) investing activities 1,625 1,775 ( 583 )

Cash flows — financing activities:

Issuances of preferred stock — — 2,000

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

Dividends paid to common stockholders ( 313 ) ( 302 ) ( 290 )

Dividends paid to preferred stockholders ( 150 ) ( 151 ) —

Other, net 91 40 ( 23 )

Cash provided by (used in) financing activities ( 1,617 ) ( 2,362 ) 1,216

Net change in cash, cash equivalents and restricted cash ( 23 ) ( 614 ) 595

Cash, cash equivalents and restricted cash — beginning balance 54 668 73

Cash, cash equivalents and restricted cash — ending balance $ 31 $ 54 $ 668

See Notes to the Condensed Financial Statements.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS

1 unchanged sentence

Cash and cash equivalents $ 22 $ 31

Trade accounts receivable — net — 11

Trade accounts receivable — affiliates 13 —

Income taxes receivable 8 6

Prepaid expense and other current assets — 1

Total current assets 43 37

1 unchanged sentence

Property, plant, and equipment — net 2 3

Identifiable intangible assets — net — 15

Accumulated deferred income taxes 960 1,086

Other noncurrent assets 3 —

Total assets $ 5,678 $ 5,633

11 unchanged sentences

See Notes to the Condensed Financial Statements.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

(Millions of Dollars)

Year Ended December 31,

2024 2023 2022

Cash flows — operating activities:

Cash used in operating activities $ ( 37 ) $ ( 31 ) $ ( 27 )

Cash flows — investing activities:

Dividend received from subsidiaries 1,705 1,625 1,775

Proceeds from sales of subsidiary transferable ITCs 150 — —

Cash provided by investing activities 1,855 1,625 1,775

Cash flows — financing activities:

Stock repurchases ( 1,266 ) ( 1,245 ) ( 1,949 )

Dividends paid to common stockholders ( 305 ) ( 313 ) ( 302 )

Dividends paid to preferred stockholders ( 173 ) ( 150 ) ( 151 )

TRA Repurchase and tender offer - return of capital ( 122 ) — —

Other, net 39 91 40

Cash used in financing activities ( 1,827 ) ( 1,617 ) ( 2,362 )

Net change in cash, cash equivalents and restricted cash ( 9 ) ( 23 ) ( 614 )

Cash, cash equivalents and restricted cash — beginning balance 31 54 668

Cash, cash equivalents and restricted cash — ending balance $ 22 $ 31 $ 54

See Notes to the Condensed Financial Statements.

NOTES TO CONDENSED FINANCIAL STATEMENTS

17 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 $ 1.625 billion, $ 1.775 billion and $ 405 million during the years ended December 31, 2023, 2022 and 2021, respectively.

(Parent) of approximately $ 1.705 billion, $ 1.625 billion, and $ 1.775 billion during the years ended December 31, 2024, 2023, and 2022, respectively.

Additionally, Vistra Operations may make distributions to Vistra Corp.

11 unchanged sentences

(Parent) would be insolvent.

(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.

(Parent) made an equity contribution to Vistra Operations of $ 988 million.

(Parent) received $ 1.705 billion, $ 1.625 billion, and $ 1.775 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2024, 2023, and 2022, respectively.

2 unchanged sentences

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession

2.1 333-215288

(filed December 23, 2016)

2.1 — Order of the United States Bankruptcy Court for the District of Delaware Confirming the Third Amended Joint Plan of Reorganization

2.2 001-38086

(filed October 31, 2017)

2.1 — Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy Corp.

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

2.3 001-38086

(filed March 7, 2023)

12 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

5 unchanged sentences

(3(ii)) By-laws

3.5 001-38086

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

on February 25, 2022) 3.5 — Amended and Restated Bylaws of Vistra Corp., effective February 23, 2022

(filed on November 5, 2024)

3.5 — Amended and Restated Bylaws of Vistra Corp., effective October 30, 2024

(4) Instruments Defining the Rights of Security Holders, Including Indentures

3 unchanged sentences

(filed on August 23, 2018) 4.2 — Form of Rule 144A Global Security for 5.500% Senior Note due 2026 (included in Exhibit 4.1)

Exhibits Previously Filed With File Number* As

4.3 001-38086

20 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

Exhibits Previously Filed With File Number* As

4.12 001-38086

3 unchanged sentences

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

— Eleventh Supplemental Indenture for the 5 .

500% Senior Notes due 2026 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024)

— Twelfth Supplemental Indenture for 5.500% Senior Notes due 2026, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

(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

4.15 001-38086

Exhibits Previously Filed With File Number* As

(filed on February 6, 2019) 4.2 — Form of Rule 144A Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)

4.16 001-38086

(filed on February 6, 2019) 4.3 — Form of Regulation S Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)

4.17 001-38086

Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.6 — First Supplemental Indenture for the 5.625% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.18 001-38086

Form 10-K (Year ended December 31, 2019) (filed

on February 28, 2020) 4.41 — Second Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.19 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.7 — Third Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.20 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.8 — Fourth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.21 001-38086

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.17 — Fifth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.22 001-38086

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.18 — Sixth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.23 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.4 — Seventh Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.24 001-38086

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

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

4.25 001-38086

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

— Eleventh Supplemental Indenture for the 5.625 % Senior Notes due 2027 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.7

— Twelfth Supplemental Indenture for 5.625% Senior Notes due 2027, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

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

4.28 001-38086

(filed on June 24, 2019) 4.2 — Form of Rule 144A Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1)

4.29 001-38086

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

4.30 001-38086

Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.7 — First Supplemental Indenture for the 5.000% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.31 001-38086

Form 10-K (Year ended December 31, 2019) (filed

on February 28, 2020) 4.46 — Second Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.32 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.9 — Third Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.33 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.10 — Fourth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.34 001-38086

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.26 — Fifth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.35 001-38086

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.27 — Sixth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.36 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.5 — Seventh Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

4.37 001-38086

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

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

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

— Eleventh Supplemental Indenture for the 5.

000 % Senior Notes due 2027 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

4.40 001-38086

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.8

— Twelfth Supplemental Indenture for 5.00% Senior Notes due 2027, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

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

4.41 001-38086

(filed on June 17, 2019) 4.2 — Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes Due 2029, dated as of June 11, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee

4.42 001-38086

(filed on June 17, 2019) 4.4 — Form of Rule 144A Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)

4.43 001-38086

(filed on June 17, 2019) 4.4 — Form of Rule 144A Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)

4.44 001-38086

(filed on June 17, 2019) 4.6 — Form of Regulation S Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)

4.45 001-38086

(filed on June 17, 2019) 4.6 — Form of Regulation S Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)

4.46 001-38086

Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.8 — Second Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes due 2029, dated as of August 30, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.47 001-38086

Form 8-K (filed

on November 21, 2019) 4.1 — Third Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes due 2029, dated as of October 25, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, Subsidiary Guarantors and the Trustee

4.48 001-38086

Form 8-K (filed

on November 21, 2019) 4.2 — Fourth Supplemental Indenture, dated as of November 15, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee

4.49 001-38086

Form 8-K (filed

on November 21, 2019) 4.3 — Form of Rule 144A Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2)

4.50 001-38086

Form 8-K (filed

on November 21, 2019) 4.4 — Form of Regulation S Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2)

4.51 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.11 — Fifth 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 January 31, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.52 001-38086

Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.12 — Sixth 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 March 26, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.53 001-38086

Form 10-K (Year ended December 31, 2020) (filed

1 unchanged sentence

Exhibits Previously Filed With File Number* As

4.54 001-38086

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.42 — Eighth 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 January 8, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.55 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.6 — Ninth 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 July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.56 001-38086

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

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

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 and the Trustee

4.58 001-38086

(filed on May 16, 2022) 4.4 — Form of Rule 144A Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)

4.59 001-38086

(filed on May 16, 2022) 4.5 — Form of Regulation S Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)

4.60 001-38086

(filed on May 16, 2022) 4.4 — Form of Rule 144A Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)

4.61 001-38086

(filed on May 16, 2022) 4.5 — Form of Regulation S Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)

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

— Fifteenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 4.875% Senior Secured Notes due 2024, 5.125% Senior Secured Notes due 2025 and 6.950% Senior Secured Notes due 2033 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.9

— Sixteenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 4.875% Senior Secured Notes due 2024, 5.125% Senior Secured Notes due 2025 and 6.950% Senior Secured Notes due 2033, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Exhibits Previously Filed With File Number* As

(filed on April 18, 2024)

— Seventeenth Supplemental Indenture, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee

(filed on December 9, 2024)

— Eighteenth Supplemental Indenture, dated as of December 4, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee

(filed on December 9, 2024)

— Form of Rule 144A Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1)

(filed on December 9, 2024)

— Form of Rule 144A Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1)

(filed on December 9, 2024)

— Form of Regulation S Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1)

(filed on December 9, 2024)

— Form of Regulation S Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1)

(filed on April 18, 2024)

— Indenture, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee

(filed on April 18, 2024)

— Form of Rule 144A Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1 )

(filed on April 18, 2024)

— Form of Rule 144A Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.

(filed on April 18, 2024)

— Form of Regulation S Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1 )

(filed on April 18, 2024)

— Form of Regulation S Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.

(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

Exhibits Previously Filed With File Number* As

(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

— First Supplemental Indenture for 7.750% Senior Secured Notes due 2031 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.3

— Second Supplemental Indenture for 7.750% Senior Secured Notes due 2031, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

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

4.71 001-38086

(filed on May 11, 2021) 4.2 — Form of Rule 144A Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1)

4.72 001-38086

(filed on May 11, 2021) 4.3 — Form of Regulation S Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1)

4.73 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.7 — First Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

4.74 001-38086

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

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

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

— Fifth Supplemental Indenture for 4.375% Senior Notes due 2029 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.5

— Sixth Supplemental Indenture for 4.375% Senior Notes due 2029, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.16

— First Supplemental Indenture, dated as of June 15, 2009, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.17

— Second Supplemental Indenture, dated as of June 30, 2009, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009

Exhibits Previously Filed With File Number* As

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.18

— Fifth Supplemental Indenture, dated as of August 15, 2016, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.19

— Eighth Supplemental Indenture, dated as of August 15, 2016, under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.20

— Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 1, 2009

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.21

— Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated as of June 19, 2008

(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

4.78 001-38086

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

4.79 001-38086

(filed on April 5, 2019) 4.1 — First Amendment to Purchase and Sale Agreement, dated as of April 1, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser

4.80 001-38086

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

Exhibits Previously Filed With File Number* As

4.81 001-38086

(filed on July 19, 2019) 4.1 — Third Amendment to Purchase and Sale Agreement, dated as of July 15, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser

4.82 001-38086

(filed on October 16, 2020) 4.1 — Fourth Amendment to Purchase and Sale Agreement, dated as of October 9, 2020, among TXU Energy Retail Company LLC, as an originator and servicer, the other originators named therein, and TXU Energy Receivables Company LLC, as purchaser

4.83 001-38086

(filed on December 28, 2020) 4.1 — Fifth Amendment to Purchase and Sale Agreement, dated as of December 21, 2020, among TXU Energy Retail Company LLC, certain originators named therein, and TXU Energy Receivables Company LLC, as purchaser

4.84 001-38086

(filed on April 9, 2024)

— Sixth Amendment to Purchase and Sale Agreement, dated as of April 8, 2024, among TXU Receivables, as buyer, TXU Retail, as servicer, certain originators named therein and Credit Agricole Corporate and Investment Bank, as administrator

Exhibits Previously Filed With File Number* As

(filed on April 5, 2019) 4.2 — First Amendment to Receivables Purchase Agreement, dated as of April 1, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.85 001-38086

Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019) 4.13 — Second Amendment to Receivables Purchase Agreement, dated as of June 3, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

4.86 001-38086

(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

4.87 001-38086

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

4.89 001-38086

(filed on October 16, 2020) 4.2 — Sixth Amendment to Receivables Purchase Agreement, dated as of October 9, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.90 001-38086

(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

Form 10-K (Year ended December 31, 2020) (filed

on February 26, 2021) 4.56 — Eighth Amendment to Receivables Purchase Agreement, dated as of February 19, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.92 001-38086

Form 10-Q (Quarter ended March 31, 2021) (filed on May 4, 2021) 4.6 — Ninth Amendment to Receivables Purchase Agreement, dated as of March 26, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.93 001-38086

Exhibits Previously Filed With File Number* As

(filed on July 15, 2021) 4.1 — Tenth Amendment to Receivables Purchase Agreement, dated as of July 9, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.94 001-38086

Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.2 — Eleventh Amendment to Receivables Purchase Agreement, dated as of July 16, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.95 001-38086

(filed on July 15, 2022) 4.1 — Twelfth Amendment to Receivables Purchase Agreement, dated as of July 11, 2022, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator

4.96 001-33443

(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

(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 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)

(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

(filed on April 9, 2024)

— Fourteenth Amendment to Receivables Purchase Agreement, dated as of April 8, 2024, among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

(filed on July 12, 2024)

— Fifteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2024, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator

(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

(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)

(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

(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

(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

— Third Supplemental Indenture for 7.233% Senior Secured Notes due 2028 , dated October 20, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Bank of New York Mellon Trust Company, N .A., as trustee

Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.4

— Fourth Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated March 29, 2024, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

(filed December 23, 2016)

9 unchanged sentences

10.6 — 2016 Omnibus Incentive Plan

10.2 333-215288

Amendment No.

2 unchanged sentences

10.3 001-38086

Amendment No.

(filed April 5, 2017)

10.8 — Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan (pre-2021 awards)

10.4 001-33443

Form10-K (Year ended December 31, 2017) (filed on February 26, 2018) 10(d) — Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan (pre-2021 awards)

10.5 001-38086

Form 10-K (Year ended December 31, 2020) (filed

14 unchanged sentences

Executive Annual Incentive Plan

— Form of Restricted Stock Unit Award Agreement (Management), for 2016 Omnibus Incentive Plan, effective as of January 1, 2025

— Form of Performance Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan, effective as of January 1, 2025

— Amended and Restated Vistra Annual Incentive Plan, effective as of January 1, 2025

Exhibits Previously Filed With File Number* As

10.11 001-38086

1 unchanged sentence

10.12 001-38086

(filed on May 6, 2024)

— Amended and Restated 2016 Omnibus Incentive Plan effective as of May 1, 2024

10.13 001-33443

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

10.14 001-38086

3 unchanged sentences

10.15 001-38086

(filed May 4, 2018)

10.1 — Amended and Restated Employment Agreement, dated as of May 1, 2018, between Curtis A.

Morgan and Vistra Energy Corp.

(now known as Vistra Corp.)

10.14 001-38086

(filed March 21, 2022)

10.1 — Transition and Advisory Agreement, dated as of March 20, 2022, between Curtis A.

Morgan and Vistra Corp.

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.15

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

Burke and Vistra Corp.

10.16 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.16

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

1 unchanged sentence

and Vistra Corporate Services Company

10.17 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.17

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

and Vistra Corporate Services Company

10.18 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.18

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

and Vistra Corporate Services Company

10.19 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.19

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

1 unchanged sentence

and Vistra Corporate Services Company

10.20 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024) 10.20

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

1 unchanged sentence

and Vistra Corporate Services Company

10.21 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024)

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

4 unchanged sentences

Credit Agreements and Related Agreements

10.23 333-215288

(filed December 23, 2016)

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

10.24 333-215288

(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.

Exhibits Previously Filed With File Number* As

10.25 333-215288

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.

10.26 333-215288

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.

Exhibits Previously Filed With File Number* As

10.27 001-38086

(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.

10.28 001-38086

(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.

10.29 001-38086

(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.

10.30 001-38086

(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.

10.31 001-38086

(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

10.32 001-38086

(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

10.33 001-38086

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

10.34 001-38086

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)

Exhibits Previously Filed With File Number* As

10.35 001-38086

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

10.36 001-38086

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

10.37 001-38086

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

10.38 001-38086

Form 8-K (filed

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

10.39 001-38086

Form 10-Q (Quarter ended September 30, 2024) (filed on November 8, 2024)

— Six teenth Amendment to the Credit Agreement, dated October 11, 2024 , by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the gua rantors party thereto, the revolving credit lenders and revol v ing letter of credit issu ers party thereto, and Citibank, N.A.

(as Administrative Agent and as Collateral Agent)

10.40 001-38086

(filed on December 16, 2024)

— Seventeenth Amendment to Credit Agreement, dated December 10, 2024, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the lenders party thereto, and Citibank, N.A.

(as Administrative Agent and Collateral Agent)

10.41 001-38086

(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.

Exhibits Previously Filed With File Number* As

10.42 001-38086

(filed on April 9, 2018)

1 unchanged sentence

filed on April 24, 2013).

10.43 001-38086

(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.

10.44 001-38086

(filed on April 9, 2018)

1 unchanged sentence

filed on April 24, 2013).

10.45 001-38086

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

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

10.46 001-38086

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

Exhibits Previously Filed With File Number* As

10.47 001-38086

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

10.48 001-38086

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

10.49 001-38086

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

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

10.50 001-38086

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

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

10.51 001-38086

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

10.52 001-38086

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

Exhibits Previously Filed With File Number* As

10.53 001-38086

Form 10-Q (Quarter ended September 30, 2024) (filed on November 8, 2024)

10.5 — Eighth Amendment to Credit Agreement, dated as of October 2 , 202 4 , among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto

10.54 001-38086

(filed on April 1, 2024)

10.1 — Credit Agreement, dated March 26, 2024, by and among Vistra Zero Operating Company, LLC, the Lenders (as defined in the Credit Agreement) party thereto and Citibank, N.A.

(as Administrative Agent and as Collateral Agent)

10.55 001-38086

(filed on December 19, 2024)

10.1 — First Amendment to Credit Agreement, dated December 17, 2024, by and among Vistra Zero Operating Company, LLC, the guarantors party thereto, the lenders party thereto and Citibank, N.A.

(as Administrative Agent and Collateral Agent)

Other Material Contracts

10.56 333-215288

Amendment No.

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

10.57 001-38086

(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

10.58 001-38086

(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.

10.59 001-38086

(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

10.60 333-215288

Amendment No.

3 unchanged sentences

LLC, dated as of October 3, 2016

Amendment No.

(filed April 5, 2017)

10.15 — Transition Services Agreement, by and between Energy Future Holdings Corp.

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

Amendment No.

(filed April 5, 2017)

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

Amendment No.

(filed April 5, 2017)

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

10.61 333-215288

Amendment No.

1 unchanged sentence

— 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

(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

(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

10.62 001-38086

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

10.63 001-38086

(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

Exhibits Previously Filed With File Number* As

10.64 001-38086

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

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

10.65 001-38086

(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

10.66 001-38086

(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

10.67 001-38086

(filed on July 12, 2024)

10.1 — Amendment No.

5 to Master Framework Agreement, dated as of July 11, 2024, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators name therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer

10.68 001-38086

(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.

10.69 001-38086

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.

10.70 001-38086

(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

10.71 001-38086

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.

10.72 001-38086

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

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

10.73 001-38086

(filed on April 9, 2024)

10.1 — Joinder Agreement, dated as of April 8, 2024, among TXU Retail, as seller party agent, Vistra Operations, as guarantor, certain originators named therein, and MUFG, as buyer

10.74 001-38086

(filed on July 12, 2024) 10.2 — Amendment No.

4 to Master Repurchase Agreement, dated as of July 11, 2024, by and among TXU Energy Retail Company LLC, as seller and MUFG Bank, Ltd., as buyer

10.75 001-38086

(filed on November 19, 2024)

10.1 — L etter Agreem ent, dated November 17, 2024, by and among Vistra Operations Co mpany LL C, Vistra Vision Holdings I LLC, and VV Aggregator Ho ldings 1 LLC

— Amended and Restated Class B Unit Purchase Agreement, dated December 11, 2024, by and among Vistra Operations Company LLC, Vistra Vision Holdings I LLC, and Nuveen Asset Management, LLC

Insider Trading Policy

** — Transactions in Vistra Corp.

Securities Policy

Exhibits Previously Filed With File Number* As

(21) Subsidiaries of the Registrant

17 unchanged sentences

(97) Policy Relating to Recover of Erroneously Awarded Compensation

97.1 001-38086

Form 10-K (Year ended December 31, 2023) (filed

on February 29, 2024)

97.1 — Vistra Corp.

C lawback P olicy

Clawback Policy

XBRL Data Files

1 unchanged sentence

(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

34 unchanged sentences

(Lisa Crutchfield)

FERRAIOLI Director February 28, 2024

HUNTER Director February 28, 2024

LAGACY Director February 27, 2025

Director February 27, 2025

SULT Director February 27, 2025

/s/ ROBERT C.

February 27, 2025

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