What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 103 added, 94 removed, 610 unchanged (24% of the section changed)

8 unchanged sentences

• Our assets or positions cannot be fully hedged against changes in commodity prices and Market Heat Rates, and hedging transactions may not work as planned or hedge counterparties may default on their obligations.

• If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, our financial performance, growth opportunities, and stock price could be adversely impacted.

• Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations, and cash flows.

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• The agreements and instruments governing our debt, including the Vistra Operations Credit Facilities and indentures, contain restrictions and limitations that could affect our ability to operate our business, our liquidity, and our results of operations, and any failure to comply with these restrictions could have a material adverse effect on us.

• We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and stock price.

• Following completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

• We may not be able to complete future acquisitions on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy.

1 unchanged sentence

• Tax legislation initiatives or challenges to our tax positions, or potential future legislation or the imposition of new or increased taxes or fees, could have a material adverse effect on our financial condition, results of operations, and cash flows.

• If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, our financial performance, growth opportunities, and stock price could be adversely impacted.

Regulatory and Legislative Risks

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Risks Related to Our Structure and Ownership of our Common Stock

• Evolving expectations from stakeholders, including investors, on ESG issues, including climate change and sustainability matters, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results, or stock price.

• Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results, or stock price.

• We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program.

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Extreme weather events can also materially impact power prices or otherwise exacerbate conditions or circumstances that result in volatility of power prices.

For example, in February 2021, the U.S.

experienced Winter Storm Uri and extreme cold temperatures in the central U.S., including Texas.

This severe weather event substantially increased the demand for natural gas used in our electric power generation business, and the cold further limited the availability of renewable generation across the region contributing to extremely high market prices for natural gas and electricity, which resulted in substantial increases in the costs to procure sufficient fuel supply and increased collateral posting requirements.

Winter Storm Elliott, in December 2022, and Winter Storm Heather, in January 2024, were other examples of extreme weather across the U.S.

that resulted in widespread wholesale power market volatility.

For example, severe winter storms across the U.S.

such as Winter Storm Uri in February 2021 and Winter Storm Fern in January 2026, and extreme cold temperatures in the central U.S., including Texas, resulted in widespread wholesale power market volatility, substantial increases in the costs to procure sufficient fuel supply, and increased collateral posting requirements.

The majority of our facilities operate as "merchant" facilities without long-term power sales agreements.

As a result, we largely sell electric energy, capacity and ancillary services into the wholesale energy spot market or into other wholesale and retail power markets on a short-term basis and are not guaranteed any rate of return on our capital investments.

Consequently, there can be no assurance that we will be able to sell any or all of the electric energy, capacity or ancillary services from those facilities at commercially attractive rates or that our facilities will be able to operate profitably.

Consequently, we may not be able to sell any or all of the electric energy, capacity or ancillary services from those facilities at commercially attractive rates or that our facilities will be able to operate profitably.

We depend, in large part, upon prevailing market prices for power, capacity and fuel.

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sanctions against Russia or other potential restrictions on Russian energy deliveries.

Management's Discussion and Analysis of Financial Condition, and Results of Operations – Significant Activities and Events, and Items Influencing Future Performance - Macroeconomic Conditions .

Management's Discussion and Analysis of Financial Condition, and Results of Operations – Business Environment and Outlook .

As a result, we have experienced, and remain subject to the risks of disruptions or curtailments in the production of power at our generation facilities if no fuel is available at any price, if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.

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The price we can obtain for the sale of energy may not rise at the same rate, or may not rise at all, to match a rise in fuel or delivery costs.

The mismatch between the gas day and related nomination cycles and the power day and ISO/RTO market timing may result in fuel procurement challenges.

This may have a material adverse effect on our financial and operating performance.

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Our credit risk may be exacerbated to the extent collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount due to us.

There can be no assurance that any such losses or impairments to the carrying value of our financial assets would not materially and adversely affect our financial condition, results of operations and cash flows.

Any such losses or impairments to the carrying value of our financial assets could materially and adversely affect our financial condition, results of operations and cash flows.

In such event, we could incur losses or forgo expected gains in addition to amounts, if any, already paid to the counterparties.

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As a result, our quarterly and annual financial results, prepared in accordance with GAAP, are subject to increased volatility.

If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, our financial performance, growth opportunities, and stock price could be adversely impacted.

Multiple demand drivers such as emergence of large load data centers, including in response to transformations in technologies like artificial intelligence (AI) and electrification of oil field operations (specifically in the Permian Basin of west Texas), have accelerated, and are expected to continue to accelerate, load growth in the geographic regions we serve.

We continue to pursue and execute on additional opportunities for the prospective sale of power from our generation fleet facilities pursuant to long-term agreements to supply large load facilities.

The successful execution of such agreements may depend on our ability to complete related projects, enhancements, uprates or operational improvements within specified timelines, budgets and performance parameters.

Such transactions and executed agreements are subject to certain risks and uncertainties, including various currently contemplated or future potential regulatory actions, reviews, and/or approvals, adverse legislative actions, and project execution risk including significant capital expenditures required to complete the nuclear uprates, as well as risks related to operational performance, fuel supply and other factors, that could affect our ability to meet contractual obligations, which could impact the timing of, and our ability to consummate, such transactions.

In addition, if demand does not continue to increase at a rate in line with market expectations due to various factors, such as changes in technology, more energy efficient AI solutions or slow adoption of AI products and services, economic downturns, or adverse government actions, or if we are unable to execute on such large load offtake opportunities and perform our obligations under executed agreements as anticipated, our opportunities for growth and stock price may be adversely impacted.

Competition, changes in market structure, and/or state or federal interference in the wholesale and retail power markets, together with subsidized generation, may have a material adverse effect on our financial condition, results of operations and cash flows.

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Multiple potential changes have been and are being evaluated by the PUCT and the Texas Legislature for the ERCOT market, including Dispatchable Reliability Reserve Service that would facilitate compliance with a required reliability standard, the ultimate resolution of which is unknown.

Similarly, the Administration's use of Executive Orders and engagement by the PJM Governors could add regulatory uncertainty to the extent resource entry and exit decisions become disconnected from market fundamentals.

In another example, the resolution of a number of filings pending at FERC could impact PJM capacity market rules in future years.

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Certain federal and state entities in jurisdictions in which we operate have either enacted or are considering regulations or legislation to subsidize otherwise uneconomic plants and attempt to incentivize, including through certain tax benefits, the construction and development of additional renewable resources as well as increases in energy efficiency investments.

For example, the Inflation Reduction Act of 2022 contains a number of tax credits and incentives relating to renewable projects and clean energy technologies such as nuclear energy.

New entrants or existing competitors may find it more economical to develop new renewable projects or invest in clean energy technologies in which we would like to invest.

Subsidies (or increases thereto) to our competitors could result in increased competition for us, which could have a material adverse effect on our financial condition, results of operations and cash flows.

In addition, our retail marketing efforts compete for customers in a competitive environment, which impacts the margins that we can earn on the volumes we are able to serve.

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Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices.

Given the overall attractiveness of certain markets in which we operate and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.

Given the overall attractiveness of certain markets in which we operate, continued customer interest in zero carbon resources, and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.

Assuming this market dynamic continues, our results of operations and financial condition could be materially and adversely affected if such additional generation capacity results in an over-supply of electricity that causes a reduction in wholesale power prices.

1 unchanged sentence

Economic downturns would likely have a material adverse effect on our businesses.

Our results of operations may be negatively affected by sustained downturns or sluggishness in the economy, including lower prices for power, generation capacity and natural gas, which can fluctuate substantially.

Our results of operations may be negatively affected by sustained downturns or sluggishness in the economy, including lower prices for power and natural gas, which can fluctuate substantially, and lower generation output.

Increased unemployment of residential customers and decreased demand for products and services by commercial and industrial customers resulting from an economic downturn could lead to declines in the demand for energy and an increase in the number of uncollectible customer balances, which would negatively impact our overall sales and cash flows.

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Our liquidity needs could be difficult to satisfy, particularly during times of uncertainty in the financial markets or during times of significant fluctuation in commodity prices, and we may be unable to access capital on favorable terms or at all in the future, which could have a material adverse effect on us.

Vistra currently maintains non-investment grade credit ratings that could negatively affect our ability to access capital on favorable terms or result in higher collateral requirements, particularly if our credit ratings were to be downgraded in the future.

We currently maintain a mix of investment grade and non-investment grade credit ratings that could negatively affect our ability to access capital on favorable terms or result in higher collateral requirements, particularly if our credit ratings were to be downgraded in the future.

Our businesses are capital intensive.

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• changes in or the operation of provisions of tax and regulatory laws.

There are also increasing financial risks for companies that own and operate fossil fuel generation as institutional lenders or other sources of capital have become more attentive to sustainable financing practices and some of them may seek commitments on emission reduction targets or expected use or proceeds when providing funding to, or decline to provide funding for companies who produce or utilize fossil fuel energy or that have higher levels of GHG emissions.

There are also financial risks for companies that own and operate fossil fuel generation as some institutional lenders or other sources of capital have become more attentive to sustainable financing practices and some of them may seek commitments on emission reduction targets or expected use or proceeds when providing funding to, or decline to provide funding for companies who produce or utilize fossil fuel energy or that have higher levels of GHG emissions.

Our Vistra Operations Credit Agreement contains Sustainability Adjustments.

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Limitations on our access to, or increases in our cost of, capital could have a material adverse effect on us.

In addition, Vistra currently maintains non-investment grade credit ratings.

As a result, we may not be able to access capital on terms (financial or otherwise) as favorable as companies that maintain investment-grade credit ratings or we may be unable to access capital at all at times when the credit markets tighten.

In addition, due to our non-investment grade credit ratings, counterparties request collateral support (including cash or letters of credit) in order to enter into certain transactions with us.

In addition, we currently maintain a mix of investment grade and non-investment grade credit ratings.

As a result, we may not be able to access capital on terms (financial or otherwise) as favorable as companies that maintain full investment-grade credit ratings or we may be unable to access capital at all at times when the credit markets tighten.

In addition, due to our credit ratings, counterparties request collateral support (including cash or letters of credit) in order to enter into certain transactions with us.

A downgrade in long-term debt ratings generally causes borrowing costs to increase and the potential pool of investors to shrink and could trigger liquidity demands pursuant to contractual arrangements.

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We undertake certain hedging and commodity activities and enter certain financing arrangements with various counterparties that require cash collateral or the posting of letters of credit which are at risk of being drawn down in the event we default on our obligations.

We currently use margin deposits, prepayments, surety bonds, letters of credit and first liens as credit support for commodity procurement and risk management activities.

We currently use margin deposits, prepayments, surety bonds, U.S.

Treasury securities or Treasury Strips, letters of credit and first liens as credit support for commodity procurement and risk management activities.

Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices, the use of first lien collateral, and also based on our credit ratings and the general perception of creditworthiness in the markets in which we operate.

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A material increase in the amount of letters of credit or cash collateral required to be provided to our counterparties may have a material adverse effect on us.

We may not be able to complete future acquisitions on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy.

As part of our growth strategy, including our desire to grow our retail platform, we may pursue acquisitions of assets or operating entities.

We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and stock price.

The consummation of the Cogentrix Transactions (as defined below) remains subject to the satisfaction or waiver of customary closing conditions, including receipt of all requisite regulatory approvals, and expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), as well as the satisfaction of other customary conditions set forth in the definitive agreements.

The closing of each of the Cogentrix Transactions is also conditioned upon being consummated substantially concurrently.

These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Cogentrix Transactions may not be completed.

In connection with the Cogentrix Transactions, a portion of the consideration payable at closing consists of 5,000,000 shares of our common stock.

The issuance of these shares will dilute the ownership interests of our existing stockholders.

Although the issuance represents a relatively small percentage of our currently outstanding common stock, such dilution could adversely affect the market price of our common stock.

In addition, the definitive agreements provide that either party may terminate the applicable agreement if the Cogentrix Transactions are not completed by December 31, 2026 (which date may be extended twice, in each case, by up to 90 days, as further provided in the definitive agreements).

If we are unable to complete the Cogentrix Transactions, we still will incur and will remain liable for significant transaction costs, including legal, accounting, advisory and other costs relating to the Cogentrix Transactions.

Also, depending upon the reasons for not completing the Cogentrix Transactions, we may be required to pay Cogentrix Energy a termination fee of, as to the purchase agreement, $77,839,364, and, as to the merger agreement, $72,160,636.

If the Cogentrix Transactions are not consummated, or are consummated on different terms than as contemplated by the definitive agreements, we could be adversely affected and subject to a variety of risks associated with the failure to consummate the Cogentrix Transactions, or to consummate the Cogentrix Transactions as contemplated by the definitive agreements, including:

• our stockholders may be prevented from realizing the anticipated potential benefits of the Cogentrix Transactions;

• the market price of our common stock could decline significantly;

• reputational harm due to the adverse public perception of any failure to successfully complete the Cogentrix Transactions;

• the attention of our management and employees may be diverted from their day-to-day business and operational matters and our relationships with our customers and suppliers may be disrupted as a result of efforts relating to attempting to consummate the Cogentrix Transactions.

Following the completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

Even if the Cogentrix Transactions are completed, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

The success of the Cogentrix Transactions will depend, in part, on our ability to integrate the Cogentrix assets and operations into our existing business, manage and operate the acquired facilities efficiently, retain key personnel, and effectively manage the increased scale and geographic footprint of our generation portfolio.

Further, the acquired assets may be subject to operational, regulatory, environmental, market or other risks that differ from or are greater than those associated with our existing assets, including unanticipated capital expenditure requirements, potential unknown liabilities, or changes in market rules or regulatory requirements applicable to the regions in which the Cogentrix assets operate.

We will be required to devote significant management attention and resources to the integration of Cogentrix Energy’s business practices and operations into our existing business.

For all these reasons, it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in operations, services, standards, controls, policies and procedures, any of which could adversely affect our ability to maintain relationships with operators, vendors and employees or to achieve the anticipated benefits of the Cogentrix Transactions.

Failure to successfully integrate and operate the acquired assets, or to realize the anticipated benefits of the Cogentrix Transactions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to complete future acquisitions, including the pending Cogentrix Transactions, on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and invest in value-creating businesses, assets or projects, which could result in unanticipated expenses and losses or otherwise hinder or delay our growth strategy.

As part of our growth strategy, including our desire to grow our retail platform and diversify and expand our generation assets, we may pursue acquisitions of assets or operating entities.

This strategy depends on the Company's ability to successfully identify and evaluate acquisition opportunities and consummate acquisitions on favorable terms.

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Various factors could result in increased costs or result in delays or cancellation of our current or future renewable projects, or the loss of, or declines in the value of, our investments in projects including, but not limited to, risks relating to siting, financing, engineering and construction, permitting, interconnection requests, federal and state regulatory approvals, new legislation or regulatory changes impacting the industry, commissioning delays, import tariffs, changes to federal income tax laws, economic events or factors, environmental and community concerns, availability of or requirements for additional funding, enhanced competition, or the potential for termination of the power sales contract as a result of a failure to meet certain milestones.

Further, the recent proliferation of renewable projects has resulted in a large volume of interconnection requests submitted to grid operators, including the markets in which we operate, resulting in significant delays to the approval process and estimated completion dates for our projects and others.

Further, the proliferation of renewable projects has resulted in a large volume of interconnection requests submitted to grid operators, including the markets in which we operate, resulting in significant delays to the approval process and estimated completion dates for our projects and others.

FERC and regional ISOs are working to address these backlogs, including with regulatory rule changes, changing the interconnection process, the impacts of which are currently unknown because the changes have only been partially implemented.

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We believe that capitalized costs for projects under development are recoverable;

however, there can be no assurance that any individual project will be completed and reach commercial operation.

however, any individual project may not be completed or reach commercial operation.

If these development efforts are not successful, we may abandon a project under development and write off the costs incurred in connection with such project and could incur additional losses associated with any related contingent liabilities.

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From time to time, legislative measures may be enacted that could adversely affect our overall tax positions regarding income or other taxes.

There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these legislative measures.

The Tax Cuts and Jobs Act of 2017 (TCJA), enacted December 22, 2017, and the Inflation Reduction Act (IRA), enacted August 16, 2022, both introduced significant changes to current U.S.

Our effective tax rate or tax payments could be adversely affected by these legislative measures.

The Inflation Reduction Act (IRA), enacted August 16, 2022, and the One Big Beautiful Bill Act (OBBBA) enacted July 4, 2025, both introduced significant changes to current U.S.

federal tax law.

For example, the IRA includes the enactment of several new proposals, including, but not limited to (i) a corporate alternative minimum tax based on book income and (ii) additional requirements to qualify for enhanced renewable energy tax credits.

For example, the OBBBA includes the enactment of several new proposals, including, but not limited to (i) a reinstatement of 100% accelerated depreciation for certain qualifying expenditures, (ii) an increase in the limit of certain interest that can be deducted by a corporation, (iii) accelerated phase-out of certain renewable energy tax credits associated with solar and wind projects, and (iv) additional requirements to qualify for enhanced renewable energy tax credits.

These changes are complex and continue to be the subject of additional guidance issued by the U.S.

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federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations.

There can be no assurance that our tax positions will be sustained if challenged by relevant tax authorities and if not sustained, there could be a material impact on our results of operations and financial condition.

Our tax positions may not be sustained if challenged by relevant tax authorities and if not sustained, there could be a material impact on our results of operations and financial condition.

federal income tax reform and changes in other tax laws could adversely affect us.

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federal income tax laws or the imposition of new or increased taxes or fees could have a material adverse effect on our financial condition, results of operations and cash flows.

If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, our financial performance, growth opportunities, and stock price could be adversely impacted.

We continue to pursue opportunities for the potential sale of power from our existing or new nuclear and gas facilities pursuant to long-term agreements to supply large load facilities.

Such potential transactions are subject to certain risks and uncertainties, including various currently contemplated or future potential regulatory actions, reviews, and/or approvals and legislative actions, which could impact the timing of, and our ability to consummate, a potential transaction.

In addition, if demand does not continue to increase at a rate in line with market expectations due to various factors, such as changes in technology, more energy efficient AI solutions or slow adoption of AI products and services, economic downturns, or adverse government actions, or if we are unable to execute on such large load offtake opportunities, our opportunities for growth and stock price may be adversely impacted.

Regulatory and Legislative Risks

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Our businesses operate in changing market environments influenced by various state and federal legislative and regulatory initiatives regarding the restructuring of the energy industry, including competition in power generation and sale of electricity, natural gas, emissions and renewable energy certificates, and other commodities.

Although we attempt to comply with changing legislative and regulatory requirements, there is a risk that we will fail to adapt to any such changes successfully or on a timely basis.

We attempt to comply with changing legislative and regulatory requirements, but there is a risk that we will fail to adapt to any such changes successfully or on a timely basis.

Compliance with, or changes to, the requirements under these legal and regulatory regimes, including those proposed or implemented under the current presidential administration or during any future change of administration, or any repeal of existing beneficial laws or regulations, may adversely impact our businesses, results of operations, liquidity, financial condition, and cash flows.

Our businesses are subject to numerous state and federal laws (including, but not limited to, Texas Public Utility Regulatory Act, the Federal Power Act, the Natural Gas Policy Act, the Atomic Energy Act, the Public Utility Regulatory Policies Act of 1978, the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA), the Energy Policy Act of 2005, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and the Telephone Consumer Protection Act), changing governmental policy and regulatory actions (including those of the FERC, the NERC, the RCT, the MSHA, the EPA, the NRC, the DOJ, the FTC, the CFTC, state public utility commissions and state environmental regulatory agencies), and the rules, guidelines and protocols of ERCOT, CAISO, ISO-NE, MISO, NYISO and PJM with respect to various matters, including, but not limited to, market structure and design, operation of nuclear generation facilities, construction and operation of other generation facilities, development, operation and reclamation of lignite mines, recovery of costs and investments, decommissioning costs, market behavior rules, present or prospective wholesale and retail competition, administrative pricing mechanisms (and adjustments thereto), rates for wholesale sales of electricity, mandatory reliability standards and environmental matters.

Our businesses are subject to numerous state and federal laws (including, but not limited to, Texas Public Utility Regulatory Act, the Federal Power Act, the Natural Gas Policy Act, the Atomic Energy Act, the Public Utility Regulatory Policies Act of 1978, the Clean Air Act (CAA), the Clean Water Act (CWA), the Resource Conservation and Recovery Act (RCRA), the Energy Policy Act of 2005, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and the Telephone Consumer Protection Act), changing governmental policy and regulatory actions (including those of the FERC, the DOE, the NERC, the RCT, the MSHA, the EPA, the NRC, the DOJ, the FTC, the CFTC, state public utility commissions and state environmental regulatory agencies), and the rules, guidelines and protocols of ERCOT, CAISO, ISO-NE, MISO, NYISO and PJM with respect to various matters, including, but not limited to, market structure and design, operation of nuclear generation facilities, construction and operation of other generation facilities, orders from governmental or regulatory agencies requiring continued operation of units beyond their planned retirement dates, development, operation and reclamation of lignite mines, recovery of costs and investments, decommissioning costs, market behavior rules, present or prospective wholesale and retail competition, administrative pricing mechanisms (and adjustments thereto), rates for wholesale sales of electricity, mandatory reliability standards and environmental matters.

We, along with other market participants, are subject to electricity pricing constraints and market behavior and other competition-related rules and regulations.

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Extreme weather events have resulted, and in the future may result, in efforts by both federal and state government and regulatory agencies to investigate and determine the causes of such events.

For example, as a result of Winter Storm Uri, we received a civil investigative demand from the Attorney General of Texas as well as a request for information from ERCOT, NERC, and other regulatory bodies related to this event.

Winter Storm Elliott, in December 2022, also led to regulatory requests for information and notices of investigation by NERC, FERC, regional reliability entities, and independent market monitors for regions across the country.

For example, Winter Storm Uri and Winter Storm Elliott led to regulatory requests for information and notices of investigation by NERC, FERC, regional reliability entities, ISOs/RTOs, and independent market monitors for regions across the country.

Such investigations have resulted, and in the future may result, in changes in laws or regulations that impact our industry and businesses including, but not limited to, additional requirements for winterization of various facets of the electricity supply chain including generation, transmission, and fuel supply;

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For example, the Texas Legislature, the PUCT, ERCOT, FERC, and NERC have implemented new requirements and continue to consider future market design and other rule changes in response to Winter Storm Uri and other extreme weather events.

Finally, the regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable generation.

For example, changes to, or development of, legislation that requires the use of clean renewable and alternate fuel sources or mandate the implementation of energy conservation programs that require the implementation of new technologies, could increase our capital expenditures and/or impact our financial condition.

Changes enacted by the Texas Legislature through Senate Bill 2627, the Powering Texas Forward Act, to administer Texas Energy Fund (TEF) programs, which include grants and loans to finance the construction, maintenance, modernization, and operation of electric facilities in Texas, may negatively impact our financial condition if it materially changes market fundamentals.

Recent proposals in PJM for an out-of-market reliability backstop auction for new dispatchable generation could similarly negatively impact our financial condition if it materially changes market fundamentals.

Additionally, in some retail energy markets, state legislators, government agencies and other interested parties have made proposals to change the use of market-based pricing, re-regulate areas of these markets that have previously been competitive, or permit electricity delivery companies to construct or acquire generation facilities.

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Failure to obtain or comply with the conditions of permits or licenses, or failure to comply with applicable laws or regulations, may result in the delay or temporary suspension of our operations and electricity sales or the curtailment of our delivery of electricity to our customers and may subject us to penalties and other sanctions.

Although various regulators routinely renew existing permits and licenses, renewal of our existing permits or licenses could be denied or jeopardized by various factors, including (a) failure to provide adequate financial assurance for closure, (b) failure to comply with environmental, health and safety laws and regulations or permit conditions, (c) local community, political or other opposition and (d) executive, legislative or regulatory action.

Renewal of our existing permits or licenses could be denied or jeopardized by various factors, including (a) failure to provide adequate financial assurance for closure, (b) failure to comply with environmental, health and safety laws and regulations or permit conditions, (c) local community, political or other opposition and (d) executive, legislative or regulatory action.

Our inability to procure and comply with the permits and licenses required for our operations, or the cost to us of such procurement or compliance, could have a material adverse effect on us.

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Any of the foregoing could have a material adverse effect on us.

The Biden Administration recently finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from sources, including electricity generation facilities.

The Biden Administration finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from sources, including electricity generation facilities.

At present, many of those regulatory actions have been abated while the Trump Administration reviews those regulatory actions and promulgates new proposals.

In the future, the EPA may also propose and finalize additional regulatory actions that may adversely affect our existing generation facilities or our ability to cost-effectively develop new generation facilities.

There is no assurance that the currently installed emissions control equipment at our lignite, coal and/or natural gas-fueled generation facilities will satisfy the requirements under any future EPA or state environmental regulations.

Some of the recent regulatory actions, such as the EPA's Good Neighbor Plan for the 2015 Ozone NAAQS, the final rule to regulated GHG emissions that would replace the ACE rule, and actions under the Regional Haze program, could require us to install significant additional control equipment, resulting in potentially material costs of compliance for our generation units, including capital expenditures, higher operating and fuel costs and potential production curtailments or plant retirements.

The currently installed emissions control equipment at our lignite, coal and/or natural gas-fueled generation facilities may not satisfy the requirements under any future EPA or state environmental regulations.

Some of the recent regulatory actions, such as the EPA's Good Neighbor Plan for the 2015 Ozone NAAQS, the final rule to regulated GHG emissions that would replace the ACE rule, and actions under the Regional Haze program, if not repealed, altered, or invalidated by the courts could require us to install significant additional control equipment, resulting in potentially material costs of compliance for our generation units, including capital expenditures, higher operating and fuel costs and potential production curtailments or plant retirements.

These costs or operation impacts could have a material adverse effect on us.

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Attorney General may request stays of litigation involving any identified rules or actions from the review.

We expect the Trump Administration to review the recent actions of the Biden Administration, but the outcome of those actions is uncertain.

The Trump Administration is reviewing the actions of the Biden Administration, but the outcome of those actions is uncertain.

We may not be able to obtain or maintain all required environmental regulatory approvals.

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Another party could, depending on the circumstances, assert an environmental claim against us or fail to meet its indemnification obligations to us, which could have a material adverse effect on us.

We could be materially and adversely affected if new federal or state legislation or regulations are adopted to address global climate change that could require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.

We could be materially and adversely affected if new federal or state legislation or regulations are adopted to address global climate change, or if existing regulations are vacated, stayed, revised or re-proposed, that could require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from greenhouse gas emissions.

There is continuing emphasis nationally and internationally on global climate change and how GHG emissions, such as CO 2 , contribute to global climate change.

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In May 2024, the EPA issued a more stringent and more encompassing rule to replace the ACE rule.

The GHG rule issued in May 2024 is currently being challenged in the D.C.

In June 2025, the EPA proposed to repeal the GHG rule issued in May 2024, and the rule remains subject to ongoing legal challenges in the D.C.

Circuit after the U.S.

Supreme Court declined to issue a stay of that rule.

We expect the Trump Administration to review the May 2024 GHG rule.

Additionally, pursuant to the Order, the Administrator of the EPA, in collaboration with the heads of any other relevant agencies, will submit joint recommendations to the Director of the Office of Management and Budget on the legality and continuing applicability of the December 2009 Endangerment Finding.

Supreme Court declined to issue a stay of that rule, but that litigation is currently abated.

As a result, the scope, timing and ultimate requirements of any federal regulation of GHG emissions from existing power generation facilities remains uncertain.

Additionally, in February 2026, the EPA issued a rule that repeals the agency's prior 2009 endangerment finding for all GHG emission standards for light-, medium-, and heavy-duty vehicles.

The rescission of the endangerment finding does not impact power plants, however, the EPA has also stated that, for other rules that have relied on the endangerment finding, it intends to initiate other rulemakings to address any overlapping issues.

Several environmental groups have filed a challenge to the EPA's repeal of the endangerment finding in the D.C.

Circuit Court.

Regulatory uncertainty resulting from changes in administration priorities, judicial review and enforcement approaches may complicate long-term capital planning, asset retirement decisions and investments in new technologies, even if regulatory requirements are delayed, modified or repealed.

In addition, a number of federal court cases have been filed in recent years asserting damage claims related to GHG emissions, and the results in those proceedings could establish adverse precedent that might apply to companies (including us) that produce GHG emissions.

We could be materially and adversely affected if federal and/or state legislation or regulations that address global climate change require efforts that exceed or are more expensive than our currently planned initiatives or if we are subject to lawsuits for alleged damage to persons or property resulting from GHG emissions.

Additionally, in January 2021, President Biden issued written notification to the United Nations of the U.S.'s intention to rejoin the Paris Agreement, effective in February 2021.

However, in January 2025, President Trump signed an Executive Order announcing the withdrawal from the Paris Agreement.

We could be materially and adversely affected if federal and/or state legislation or regulations that address global climate change require efforts that exceed or are more expensive than our currently planned initiatives, or if regulatory uncertainty itself results in increased costs or inefficiencies, or if we are subject to lawsuits for alleged damage to persons or property resulting from GHG emissions.

Luminant's mining operations are subject to RCT oversight.

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We are also involved in the ordinary course of business in regulatory investigations and other administrative proceedings, and we are exposed to the risk of additional regulatory investigations or administrative proceedings.

As we adopt new technologies, like artificial intelligence (AI), there is a risk that the content, analyses, recommendations, or judgments that AI applications assist in producing are alleged to be deficient, inaccurate, biased, or infringe on other's rights or property interests.

As we adopt new technologies, like AI, there is a risk that the content, analyses, recommendations, or judgments that AI applications assist in producing are alleged to be deficient, inaccurate, biased, or infringe on other's rights or property interests.

Any such regulatory investigation or administrative proceeding could result in us incurring penalties and other costs which may have a material adverse effect on us.

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Volatile power supply costs and demand for power have and could in the future adversely affect the financial performance of our retail businesses.

Although we are the primary provider of our retail businesses' wholesale electricity supply requirements, our retail businesses purchase a portion of their supply requirements from third parties.

We are the primary provider of our retail businesses' wholesale electricity supply requirements, but our retail businesses purchase a portion of their supply requirements from third parties.

As a result, the financial performance of our retail business depends on their ability to obtain adequate supplies of electric generation from third parties at prices below the prices they charge their customers.

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A breach or similar IT incident could interrupt normal business operations and affect our ability to use our generation assets, customer information, or communication systems, which could have a material adverse effect on us.

Potential disruptions from cyber/data and physical security breaches to "critical cyber assets" that interrupt the delivery of power to the Bulk Electric System could incur penalties of up to $1 million per violation for failure to comply with mandatory electric reliability standards by FERC under the Energy Policy Act of 2005.

Potential disruptions from cyber/data and physical security breaches to "critical cyber assets" that interrupt the delivery of power to the Bulk Electric System could incur significant penalties per violation for failure to comply with mandatory electric reliability standards by FERC under the Energy Policy Act of 2005.

Further, our retail business requires us to regularly access, collect, store, and transmit customer data, including sensitive customer data.

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In certain circumstances, Vistra could incur liability for a third-party or service provider's misuse or loss of the data.

Although we take precautions to protect our infrastructure, we have been, and will likely continue to be, subject to attempts at phishing and other cybersecurity intrusions.

We take precautions to protect our infrastructure, but we have been, and will likely continue to be, subject to attempts at phishing and other cybersecurity intrusions.

International conflict increases the risk of state-sponsored cyber threats and escalated use of cybercriminal and cyber-espionage activities.

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As of the date of this report, the Company has not identified a cyber/data event causing any material operational, reputational or financial impact.

However, we recognize the growing threat within the general marketplace and our industry, especially as generative AI becomes more widely used by threat actors.

There is no assurance that we will be able to prevent or mitigate any such impacts in the future.

However, we recognize the growing threat within the general marketplace and our industry, especially as generative AI becomes more widely used by threat actors and we may not be able to prevent or mitigate any such impacts in the future.

In the event of a material cyber breach, critical operational capabilities to support our generation, commercial, or retail operations could be disrupted or lost.

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• unscheduled outages or unexpected costs due to equipment, mechanical, structural, cybersecurity, insider threat, third-party compromise or other problems;

• inability to effectively complete nuclear power uprates on terms, cost, or schedule contemplated by current forecasts or customer agreements;

• inadequacy or lapses in maintenance protocols;

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• the costs of procuring nuclear fuel, including impacts from trade restrictions such as tariffs, embargoes, and quotas (see Item 7.

Management's Discussion and Analysis of Financial Condition, and Results of Operations – Significant Activities and Events, and Items Influencing Future Performance – Macroeconomic Conditions );

Management's Discussion and Analysis of Financial Condition, and Results of Operations – Business Environment and Outlook );

• the costs of storing and maintaining spent nuclear fuel at our on-site dry cask storage facility;

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The NRC may modify, suspend or revoke licenses and impose civil penalties for failure to comply with the Atomic Energy Act, the regulations under it or the terms of the licenses of nuclear generation facilities.

Unless extended, as to which no assurance can be given, the NRC operating license for the unit at the Perry Facility will expire in 2026, and is pending a license renewal application subject to review by the NRC.

Changes in regulations by the NRC could require a substantial increase in capital expenditures or result in increased operating or decommissioning costs.

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As the closure and CCR management work progresses and final closure plans and corrective action measures are developed and approved at each site, the scope and complexity of work and the amount of CCR material could be greater than current estimates and could, therefore, materially impact earnings through increased compliance expenditures.

The EPA was directed by the Biden Administration to review a number of environmental rules adopted by the EPA during the first Trump Administration, including the CCR rule, the ELG rule, the ACE rule and the particulate matter (PM), and NAAQS rules.

During the prior administration, the EPA was directed to review a number of environmental rules, including the CCR rule, the ELG rule, the ACE rule and the particulate matter (PM), and NAAQS rules.

All of these rules may significantly and adversely impact our existing coal fleet and may lead to accelerated plant closure timeframes.

In addition, the new GHG rule and the PM2.5 NAAQS rule finalized in 2024 along with other NAAQS that may be issued in the future have the potential to adversely impact our natural gas-fired units.

In January 2025, President Trump issued an executive Order, which among other things, requires the EPA to review many of the rules issued by the Biden Administration and further instructed that the U.S.

Attorney General may request a stay of the litigation while the EPA conducts its review.

The EPA is reviewing applications submitted by us to extend closure deadlines for many of our CCR impoundments.

The scope and cost of that closure work could increase significantly based on new or potential requirements imposed by the EPA or state agencies, including the EPA's interpretations on requirements for closure of CCR units.

There is no assurance that our current assumptions for closure activities will be accepted by the EPA or state agencies.

If ponds must be closed sooner than anticipated, plant closures timeframes may be accelerated.

In January 2025, President Trump issued an executive Order, which among other things, requires the EPA to review many of the rules issued during the Biden Administration and authorizes the U.S.

Attorney General to request a stay of related litigation while the EPA conducts its review.

As a result, the scope, timing, interpretation and enforcement of CCR and other environmental requirements remain subject to change.

The scope and cost of CCR pond closure work could increase significantly based on new or potential requirements imposed by the EPA or state agencies, including the EPA's interpretations on requirements for closure of CCR units.

Our current assumptions for closure activities may not be accepted by the EPA or state agencies.

The availability and cost of emission allowances could adversely impact our costs of operations.

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A significant decrease in electricity demand as a result of such efforts would significantly reduce the value of our generation assets.

Certain regulatory and legislative bodies have introduced or are considering requirements and/or incentives to reduce power consumption.

Effective power conservation by our customers could result in reduced electricity demand or significantly slow the growth in such demand.

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Additionally, increased governmental and consumer focus on energy sustainability efforts, including desire for, or incentives related to, the development, implementation and usage of low-carbon technology, may result in decreased demand for the traditional generation technologies that we currently own and operate.

We may potentially be affected by emerging technologies that may over time affect change in capacity markets and the energy industry overall including distributed generation and clean technology.

Some of these emerging technologies are distributed renewable energy technologies, energy efficiency, broad consumer adoption of electric vehicles, distributed generation, energy storage devices, fuel cells, nuclear small modular reactors, and linear generators.

We may potentially be affected by emerging technologies that may over time affect change in capacity markets and the energy industry overall.

Emerging technologies such as distributed renewable energy technologies, energy efficiency, electric vehicles, distributed generation, energy storage devices, fuel cells, nuclear small modular reactors, and linear generators could have a significant impact on the energy industry.

Additionally, large-scale cryptocurrency mining, AI data centers, and increased industrial electrification are becoming increasingly prevalent in certain markets, including ERCOT, and many of these facilities are "behind-the-meter." Such emerging technologies could affect the price of energy, levels of customer-owned generation, customer expectations and current business models and make portions of our electric system power supply and transmission and/or distribution facilities obsolete prior to the end of their useful lives.

These emerging technologies may also affect the financial viability of utility counterparties and could have significant impacts on wholesale market prices, which could ultimately have a material adverse effect on our financial condition, results of operations and cash flows could be materially adversely affected.

The loss of the services of our "key" management and personnel could adversely affect our ability to successfully operate our businesses.

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The deterioration of income from, or other available assets of, any such subsidiary for any reason could limit or impair its ability to pay dividends or make other distributions to Vistra.

Evolving expectations from stakeholders, including investors, on ESG issues, including climate change and sustainability matters, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results or stock price.

Companies across all industries are facing evolving expectations or increasing scrutiny from stakeholders related to their approach to ESG matters.

For Vistra, reliability, affordability, safety, climate change, and stakeholder relations remain primary focus areas, and changing expectations of our practices and performance across these and other ESG areas may impose additional costs or create exposure to new or additional risks.

Our operations, projects and growth opportunities require us to have strong relationships with key stakeholders, including local communities and other groups directly impacted by our activities, as well as governments and government agencies, investor advocacy groups, certain institutional investors, investment funds and others which are increasingly focused on sustainability practices.

Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and our industry and could adversely affect our business, operations, financial results or stock price.

Companies across all industries face evolving expectations or scrutiny from stakeholders related to their approach to sustainability matters.

For Vistra, reliability, affordability, climate risk, safety, and stakeholder relations remain primary focus areas, and changing expectations of our practices and performance across these and other sustainability areas may impose additional costs or create exposure to new or additional risks.

Certain financial institutions have announced policies to presently or in the future cease investing or to divest investments in companies that derive any or a specified portion of their income from, or have any or a specified portion of their operations in, coal and/or other fossil fuels.

We are strategically focused on meeting growing demand for electricity as we ensure reliability and affordability while being mindful of growing stakeholder interest in our plans to transition to low-to-no carbon power generation sources.

We are strategically focused on meeting growing demand for electricity as we prioritize reliability and affordability while being mindful of stakeholder interest in our plans to reduce our carbon footprint.

As we work through this transition, our prioritization of reliability and affordability may prevent us from achieving our targets as expected, which could impact stakeholder trust and confidence.

Any such erosion of stakeholder trust and confidence, evolving expectations from stakeholders on such ESG issues, and such parties' resulting actions or decisions about our company and our industry could have negative impacts on our business, operations, financial results, and stock price, including:

• negative stakeholder sentiment toward us and our industry, including concerns over environmental or sustainability matters and potential changes in federal and state regulatory actions related thereto;

• loss of business or loss of market share, including to competitors who do not have any, or comparable amounts, of operations involving fossil fuels;

• loss of ability to hire and retain top talent;

• loss of ability to secure growth opportunities;

• the inability to, or increased difficulties and costs of, obtaining services, materials, or insurance from third parties;

• reductions in our credit ratings or increased costs of, or limited access to, capital;

• delays in project execution;

• legal action;

• increased regulatory oversight;

• impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;

• changing investor sentiment regarding investment in the power and utilities industry or our company;

• restricted access to and cost of capital.

Any such erosion of stakeholder trust and confidence, evolving expectations from stakeholders on such sustainability issues, and such parties' resulting actions or decisions about our company and our industry could have negative impacts on our business, operations, financial results, and stock price.

We may not pay any dividends on our common stock in the future, and we may not realize the anticipated benefits of our share repurchase program.

The Board has adopted a dividend program which we initiated in the first quarter of 2019.

The Board has adopted a dividend program.

Each dividend under the program will be subject to declaration by the Board and, thus, may be subject to numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, our results of operations, financial condition and liquidity, contractual prohibitions and other restrictions with respect to the payment of dividends.

There is no assurance that the Board will declare, or that we will pay, any dividends on our common stock in the future.

The Board may not declare, and we may not pay, any dividends on our common stock in the future.

The Board has approved a share repurchase program in an aggregate authorized amount of $7.75 billion.

Under this share repurchase program or any other future share repurchase programs, we may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions.

Under this share repurchase program or any other future share repurchase programs, we may make share repurchases through a variety of methods, including open market share purchases or privately negotiated transactions.

The timing and amount of repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements.

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In addition, holders of the Preferred Stock are entitled to receive, when, as, and if declared by our Board, semi-annual cash dividends on the Preferred Stock, which are cumulative from the applicable initial issuance date of the Preferred Stock and payable in arrears, and unless full cumulative dividends have been or contemporaneously are being paid or declared on the Preferred Stock, we may not (i) declare or pay any dividends on any junior securities, including our common stock, or (ii) redeem or repurchase any parity securities or junior securities, subject to limited exceptions set forth in the Certificates of Designation.

There is no assurance that the Board will declare, or that we will pay, any dividends on our Preferred Stock in the future.

The Board may not declare, and we may not pay, any dividends on our Preferred Stock in the future.

The holders of Preferred Stock (along with any parity securities then outstanding with similar rights) are entitled to elect two additional directors in the event any dividends on Preferred Stock are in arrears for three or more semi-annual dividend periods (whether or not consecutive), and such directors may have competing and different interests to those elected by our common stockholders.

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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 1A. Risk Factors