Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in effect at December 31, 2025. 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 15d-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.
VISTRA CORP.
MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Vistra Corp. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the company. Vistra Corp.'s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies.
The management of Vistra Corp. performed an evaluation of the effectiveness of the company's internal control over financial reporting as of December 31, 2025 based on the Committee of Sponsoring Organizations of the Treadway Commission's (COSO's) Internal Control - Integrated Framework (2013) . Based on the review performed, management believes that as of December 31, 2025 Vistra Corp.'s internal control over financial reporting was effective.
The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Vistra Corp. has issued an attestation report on Vistra Corp.'s internal control over financial reporting.
/s/ JAMES A. BURKE /s/ KRISTOPHER E. MOLDOVAN
James A. Burke Kristopher E. Moldovan
President and Chief Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
February 26, 2026
154
VISTRA CORP.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Vistra Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vistra Corp. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 26, 2026
Item 9B. OTHER INFORMATION
During the three months ended December 31, 2025, 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:
155
VISTRA CORP.
On December 2, 2025 , Stephanie Zapata Moore , Executive Vice President, General Counsel and Chief Compliance 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 (10b5-1 Plan). Moore's 10b5-1 Plan provides for the potential sale of up to 57,500 shares of our common stock. 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. Moore's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on October 30, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Moore's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On December 1, 2025 , Scott Hudson , Executive Vice President and President of Vistra Retail of the Company, entered into a 10b5-1 Plan. Hudson's 10b5-1 Plan provides for the potential sale of up to 27,000 shares of our common stock. 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. Hudson's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on August 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Hudson's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On December 1, 2025 , Stacey Doré , Chief Strategy and Sustainability Officer and Executive Vice President of Public Affairs of the Company, entered into a 10b5-1 Plan. Doré's 10b5-1 Plan provides for the potential sale of up to 36,000 shares of our common stock. 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. Doré's 10b5-1 Plan will become effective on March 9, 2026 and will terminate on December 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. Doré's 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
156
VISTRA CORP.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Ethics
Vistra has adopted a code of ethics entitled "Vistra Code of Conduct" that applies to directors, officers, and employees, including the chief executive officer and senior financial officers of Vistra. It may be accessed through the "Corporate Governance" section of the Company's website at www.vistracorp.com . Vistra also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website and will disclose such events within four business days following the date of the amendment or waiver, and such information will remain available on this website for at least a 12-month period. A copy of the "Vistra Code of Conduct" is available in print to any stockholder who requests it.
Other information required by this Item is incorporated by reference to the section entitled "Corporate Governance" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
Item 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference to the section entitled "Compensation Discussion and Analysis" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated by reference to the section entitled "Beneficial Ownership of Common Stock of the Company" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated by reference to the sections entitled "Business Relationships and Related Person Transactions Policy" and "Director Independence" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item is incorporated by reference to the section entitled "Principal Accountant Fees" in Vistra's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
Deloitte & Touche LLP's PCAOB ID Number is 34 .
157
VISTRA CORP.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Our financial statements and financial statement schedules are incorporated under Part II, Item 8 of this annual report on Form 10-K.
(b) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
VISTRA CORP. (PARENT)
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
(Millions of Dollars)
Year Ended December 31,
2025 2024 2023
Depreciation and amortization $ — $ — $ ( 15 )
Selling, general, and administrative expenses ( 114 ) ( 102 ) ( 80 )
Operating loss ( 114 ) ( 102 ) ( 95 )
Other income 2 28 31
Impacts of Tax Receivable Agreement 2 ( 5 ) ( 164 )
Loss before income tax benefit ( 110 ) ( 79 ) ( 228 )
Income tax benefit 20 17 58
Equity in earnings of subsidiaries, net of tax 1,034 2,721 1,663
Net income $ 944 $ 2,659 $ 1,493
See Notes to the Condensed Financial Statements.
158
VISTRA CORP.
VISTRA CORP. (PARENT)
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS
(Millions of Dollars)
December 31,
2025 2024
ASSETS
Cash and cash equivalents $ 67 $ 22
Trade accounts receivable — affiliates 15 13
Income taxes receivable 63 8
Total current assets 145 43
Investment in affiliated companies 4,001 4,670
Property, plant, and equipment — net 2 2
Accumulated deferred income taxes 1,067 960
Other noncurrent assets — 3
Total assets $ 5,215 $ 5,678
LIABILITIES AND EQUITY
Trade accounts payable $ 1 $ 8
Accounts payable —affiliates 41 27
Accrued taxes 3 9
Other current liabilities 20 27
Total current liabilities 65 71
Tax Receivable Agreement obligations 7 14
Other noncurrent liabilities and deferred debits 33 10
Total liabilities 105 95
Total stockholders' equity 5,110 5,583
Total liabilities and equity $ 5,215 $ 5,678
See Notes to the Condensed Financial Statements.
159
VISTRA CORP.
VISTRA CORP. (PARENT)
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
Year Ended December 31,
2025 2024 2023
Cash flows — operating activities:
Cash used in operating activities $ ( 44 ) $ ( 37 ) $ ( 31 )
Cash flows — investing activities:
Dividend received from subsidiaries 1,625 1,705 1,625
Proceeds from sales of subsidiary transferable ITCs — 150 —
Cash provided by investing activities 1,625 1,855 1,625
Cash flows — financing activities:
Stock repurchases ( 1,028 ) ( 1,266 ) ( 1,245 )
Dividends paid to common stockholders ( 306 ) ( 305 ) ( 313 )
Dividends paid to preferred stockholders ( 192 ) ( 173 ) ( 150 )
TRA Repurchase and tender offer - return of capital — ( 122 ) —
Other, net ( 10 ) 39 91
Cash used in financing activities ( 1,536 ) ( 1,827 ) ( 1,617 )
Net change in cash, cash equivalents, and restricted cash 45 ( 9 ) ( 23 )
Cash, cash equivalents, and restricted cash — beginning balance 22 31 54
Cash, cash equivalents, and restricted cash — ending balance $ 67 $ 22 $ 31
See Notes to the Condensed Financial Statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unconsolidated condensed balance sheets, statements of net loss and cash flows present results of operations and cash flows of Vistra Corp. (Parent). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules of the SEC. Because the unconsolidated condensed financial statements do not include all of the information and footnotes required by U.S. GAAP, they should be read in conjunction with the financial statements and related notes of Vistra Corp. and Subsidiaries included in the annual report on Form 10-K for the year ended December 31, 2025. Vistra Corp.'s subsidiaries have been accounted for under the equity method. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated.
Parent files a consolidated U.S. federal income tax return. Consolidated tax expenses or benefits and deferred tax assets or liabilities have been allocated to the respective subsidiaries in accordance with the accounting rules that apply to separate financial statements of subsidiaries.
2. RESTRICTIONS ON SUBSIDIARIES
The Vistra Operations Credit Agreement generally restricts the ability of Vistra Operations to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2025, Vistra Operations can distribute approximately $ 11.2 billion to Parent without the consent of any party. The amount available for distribution has been reduced by distributions made by Vistra Operations to Parent of approximately $ 1.625 billion, $ 1.705 billion, and $ 1.625 billion during the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to make any payments required under the TRA or the Tax Matters Agreement or, to the extent arising out of Parent's ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses. As of December 31, 2025, all of the restricted net assets of Vistra Operations may be distributed to Parent.
160
VISTRA CORP.
3. GUARANTEES
Parent has entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions. As of December 31, 2025, there are no material outstanding claims related to guarantee obligations of Parent, and Parent does not anticipate it will be required to make any material payments under these guarantees in the near term.
4. DIVIDEND RESTRICTIONS
Under applicable law, Parent is prohibited from paying any dividend to the extent that immediately following payment of such dividend there would be no statutory surplus or Parent would be insolvent.
Parent received $ 1.625 billion, $ 1.705 billion, and $ 1.625 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2025, 2024 and 2023, respectively.
(c) EXHIBITS:
Vistra Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2025
Exhibits Previously Filed With File Number* As
Exhibit
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1 001-38086
Form 8-K
(filed March 7, 2023)
2.1 — Transaction Agreement, dated March 6, 2023, by and among Vistra Operations Company LLC, Black Pen Inc. and Energy Harbor Corp.
2.2
001-38086
Form 8-K
(filed May 21, 2025)
2.1 — Purchase and Sale Agreement, dated May 15, 2025, by and among Vistra Operations Company LLC, NEP Holdco 1, L.L.C., NatGas Fund Holdings, L.L.C., SEIF III NatGas Holdings, L.L.C. and Edgewater Parent, L.L.C.
2.3
001-38086
Form 8-K
(filed January 5, 2026)
2.1 — Purchase and Sale Agreement, dated as of December 31, 2025, by and among Q-Generation Holdings, LLC, Vistra Operations Company LLC and Vistra Corp.
2.4
001-38086
Form 8-K
(filed January 5, 2026)
2.2 — Agreement and Plan of Merger, dated as of December 31, 2025, by and among Hamilton Holdings II, LLC, Vistra Operations Company LLC, TSVME LLC and Q-Generation Holdings, LLC.
(3(i)) Articles of Incorporation
3.1
001-38086
Form 8-K
(filed on May 5, 2025)
3.1
— A mended and Restated Certificate of Incorporation of Vistra Corp.
3.2
001-38086
Form 8-K
(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
3.3
001-38086
Form 8-K (filed
on December 13, 2021) 3.1 — Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021
3.4
001-38086
Form 8-K (filed
on January 4, 2024) 3.1 — Series C Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023
(3(ii)) By-laws
3.5
001-38086
Form 8-K
(filed on May 5, 2025) 3.2
— Amended and Restated Bylaws of Vistra Corp., effective May 2, 2025
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1
001-38086
Form 8-K
(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
161
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.2
001-38086
Form 8-K
(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)
4.3
001-38086
Form 8-K
(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)
4.4
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
4.5
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
4.6
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
4.7
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
4.8
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
4.9
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
4.10
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
4.11
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
4.12
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
4.13
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
4.14
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025)
4.29
— 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
4.15
001-38086
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
162
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.16
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025)
4.2
— Thirteenth Supplemental Indenture for 5.625% Senior Notes due 2027, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
4.17
**
— Fourteenth Supplemental Indenture for 5.625% Senior Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.18
**
— Fifteenth Supplemental Indenture for 5.625% Senior Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.19
001-38086
Form 8-K
(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
4.20
001-38086
Form 8-K
(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)
4.21
001-38086
Form 8-K
(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)
4.22
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
4.23
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
4.24
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
4.25
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
4.26
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
4.27
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
4.28
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
4.29
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
163
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.30
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
4.31
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
4.32
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.44
— 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
4.33
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
4.34
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025)
4.3
— Thirteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
4.35
**
— Fourteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.36
**
— Fifteenth Supplemental Indenture for 5.000% Senior Notes due 2027, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.37
001-38086
Form 8-K
(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
4.38
001-38086
Form 8-K
(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
4.39
001-38086
Form 8-K
(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)
4.40
001-38086
Form 8-K
(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)
4.41
001-38086
Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019) 4.8 — Second Supplemental Indenture for 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
4.42
001-38086
Form 8-K (filed
on November 21, 2019) 4.1 — Third Supplemental Indenture for 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
4.43
001-38086
Form 8-K (filed
on November 21, 2019) 4.2 — Fourth Supplemental Indenture for 3.70% Senior Secured Notes due 2027, 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
164
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.44
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)
4.45
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)
4.46
001-38086
Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.11 — Fifth Supplemental Indenture for 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
4.47
001-38086
Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020) 4.12 — Sixth Supplemental Indenture for 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
4.48
001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 4.41 — Seventh Supplemental Indenture for 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of October 7, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.49
001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 4.42 — Eighth Supplemental Indenture for 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
4.50
001-38086
Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021) 4.6 — Ninth Supplemental Indenture for 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
4.51
001-38086
Form 10-K (Year ended December 31, 2021) (filed
on February 25, 2022) 4.50 — Tenth Supplemental Indenture for 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
4.52
001-38086
Form 10-K (Year ended December 31, 2022) (filed
on March 1, 2023) 4.55 — Twelfth Supplemental Indenture for 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
4.53
001-38086
Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023) 4.4 — Thirteenth Supplemental Indenture for 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
4.54
001-38086
Form 8-K
(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
4.55
001-38086
Form 8-K
(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)
165
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.56
001-38086
Form 8-K
(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)
4.57
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.67
— Fifteenth Supplemental Indenture for 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 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
4.58
001-38086
Form 10-Q (Quarter ended March 31, 2024) (filed on May 10, 2024) 4.9 — Sixteenth Supplemental Indenture for 4.30% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 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
4.59
001-38086
Form 8-K
(filed on April 18, 2024) 4.1 — Seventeenth Supplemental Indenture for 6.000% Senior Secured Notes due 2034, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee
4.60
001-38086
Form 8-K
(filed on April 18, 2024) 4.3
— Form of Rule 144A Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1)
4.61
001-38086
Form 8-K
(filed on April 18, 2024) 4.5
— Form of Regulation S Global Security for 6.000% Senior Secured Note due 2034 (included in Exhibit 4.1)
4.62
001-38086
Form 8-K
(filed on December 9, 2024) 4.1 — Eighteenth Supplemental Indenture for 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated as of December 4, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee
4.63
001-38086
Form 8-K
(filed on December 9, 2024) 4.2 — Form of Rule 144A Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1)
4.64
001-38086
Form 8-K
(filed on December 9, 2024) 4.3 — Form of Rule 144A Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1)
4.65
001-38086
Form 8-K
(filed on December 9, 2024) 4.4 — Form of Regulation S Global Security for 5.050% Senior Secured Note due 2026 (included in Exhibit 4.1)
4.66
001-38086
Form 8-K
(filed on December 9, 2024) 4.5 — Form of Regulation S Global Security for 5.700% Senior Secured Note due 2034 (included in Exhibit 4.1)
4.67
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.4
— Nineteenth Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027 , 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
166
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.68
**
— Twentieth Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026 and 5.700% Senior Secured Notes due 2034, dated as of August 25, 2025 , among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.69
001-38086
Form 8-K
(filed on October 15, 2025)
4.2
— Twenty-First Supplemental Indenture for 4.300% Senior Secured Notes due 2028, 4.600% Senior Secured Notes due 2030 and 5.250% Senior Secured Notes due 2035, dated as of October 10, 2025, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee
4.70
001-38086
Form 8-K
(filed on October 15, 2025)
4.3
— Form of Rule 144A Global Security for 4.300% Senior Secured Note due 2028 (included in Exhibit 4.2)
4.71
001-38086
Form 8-K
(filed on October 15, 2025)
4.4
— Form of Rule 144A Global Security for 4.600% Senior Secured Note due 2030 (included in Exhibit 4.2)
4.72
001-38086
Form 8-K
(filed on October 15, 2025)
4.5
— Form of Rule 144A Global Security for 5.250% Senior Secured Note due 2035 (included in Exhibit 4.2)
4.73
001-38086
Form 8-K
(filed on October 15, 2025)
4.6
— Form of Regulation S Global Security for 4.300% Senior Secured Note due 2028 (included in Exhibit 4.2)
4.74
001-38086
Form 8-K
(filed on October 15, 2025)
4.7
— Form of Regulation S Global Security for 4.600% Senior Secured Note due 2030 (included in Exhibit 4.2)
4.75
**
— Twenty-Second Supplemental Indenture for 4.300% Senior Secured Notes due 2029, 3.70% Senior Secured Notes due 2027, 6.950% Senior Secured Notes due 2033, 6.000% Senior Secured Notes due 2034, 5.050% Senior Secured Notes due 2026, 5.700% Senior Secured Notes due 2034, 4.300% Senior Secured Notes due 2028, 4.600% Senior Secured Notes due 2030 and 5.250% Senior Secured Notes due 2035 dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.76
001-38086
Form 8-K
(filed on October 15, 2025)
4.8
— Form of Regulation S Global Security for 5.250% Senior Secured Note due 2035 (included in Exhibit 4.2)
4.77
001-38086
Form 8-K
(filed on April 18, 2024) 4.2 — Indenture for 6.875% Senior Notes due 2032, dated as of April 12, 2024, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee
4.78
001-38086
Form 8-K
(filed on April 18, 2024) 4.4 — Form of Rule 144A Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.2)
4.79
001-38086
Form 8-K
(filed on April 18, 2024) 4.6 — Form of Regulation S Global Security for 6.875% Senior Note due 2032 (included in Exhibit 4.2)
4.80
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.7
— First Supplemental Indenture for 6.875% Senior Notes due 2032, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
167
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.81
**
— Second Supplemental Indenture for 6.875% Senior Notes due 2032, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.82
**
— Third Supplemental Indenture for 6.875% Senior Notes due 2032, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.83
001-38086
Form 8-K
(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
4.84
001-38086
Form 8-K
(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)
4.85
001-38086
Form 8-K
(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)
4.86
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.85
— 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
4.87
001-38086
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
4.88
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.5
— Third Supplemental Indenture for 7.750% Senior Secured Notes due 2031, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
4.89
**
— Fourth Supplemental Indenture for 7.750% Senior Secured Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.90
**
— Fifth Supplemental Indenture for 7.750% Senior Secured Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.91
001-38086
Form 8-K
(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
4.92
001-38086
Form 8-K
(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)
4.93
001-38086
Form 8-K
(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)
4.94
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
4.95
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
168
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.96
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
4.97
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
4.98
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.94
— 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
4.99
001-38086
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
4.100
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.6
— Seventh Supplemental Indenture for 4.375% Senior Notes due 2029, dated January 31, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
4.101
**
— Eighth Supplemental Indenture for 4.375% Senior Notes, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee
4.102
**
— Ninth Supplemental Indenture for 4.375% Senior Notes, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and Wilmington Trust, National Association, as trustee
4.103
001-38086
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
4.104
001-38086
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
4.105
001-38086
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
4.106
001-38086
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
4.107
001-38086
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
4.108
001-38086
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
4.109
001-38086
Form 8-K
(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
169
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.110
001-38086
Form 8-K
(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
4.111
001-38086
Form 8-K
(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
4.112
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
4.113
001-38086
Form 8-K
(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
4.114
001-38086
Form 8-K
(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
4.115
001-38086
Form 8-K
(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
4.116
001-38086
Form of 8-K
(filed on April 9, 2024) 4.2 — 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
4.117
001-38086
Form 8-K
(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
4.118
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
4.119
001-38086
Form 8-K
(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
4.120
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
170
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.121
001-38086
Form 8-K
(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
4.122
001-38086
Form 8-K
(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
4.123
001-38086
Form 8-K
(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
4.124
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
4.125
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
4.126
001-38086
Form 8-K
(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
4.127
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
4.128
001-38086
Form of 8-K
(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
4.129
001-38086
Form of 8-K
(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
4.130
001-38086
Form of 8-K
(filed on April 9, 2024) 4.1 — 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
171
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.131
001-38086
Form of 8-K
(filed on July 12, 2024) 4.1 — 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
4.132
001-38086
Form of 8-K
(filed on July 16, 2025)
4.1
— Sixteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2025, 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
4.133
001-38086
Form of 8-K
(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
4.134
001-38086
Form of 8-K
(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)
4.135
001-38086
Form of 8-K
(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
4.136
001-38086
Form of 8-K
(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
4.137
001-38086
Form of 8-K
(filed on June 22, 2023) 4.5 — Form of 7.233% Senior Secured Notes due 2028 (included in Exhibit 4.4)
4.138
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
4.139
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.131
— 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
4.140
001-38086
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
4.141
001-38086
Form 10-Q (Quarter ended March 31, 2025) (filed on May 8, 2025) 4.8
— Fifth Supplemental Indenture for 7.233% Senior Notes due 2028, dated February 5, 2025, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the other subsidiary guarantors party thereto and the Trustee
4.142
**
— Sixth Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated as of August 25, 2025, among BlueGen 1 LLC, Vistra Operations Company LLC, the other subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee
172
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.143
**
— Seventh Supplemental Indenture for 7.233% Senior Secured Notes due 2028, dated as of November 14, 2025, among the Subsidiary Guarantors, Vistra Operations Company LLC, and the Bank of New York Mellon Trust Company, N.A., as trustee
4.144
333-215288
Form S-1
(filed December 23, 2016)
4.1 — Registration Rights Agreement, by and among TCEH Corp. (now known as Vistra Corp.) and the Holders party thereto, dated as of October 3, 2016
4.145
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 4.134
— Description of Capital Stock
(10) Material Contracts
Management Contracts; Compensatory Plans, Contracts and Arrangements
10.1 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.6 — 2016 Omnibus Incentive Plan
10.2 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.7 — Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan (pre-2021 awards)
10.3 001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 10.5 — Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan
10.4 001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 10.6 — Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan (2021)
10.5 001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 10.7 — Form of Restricted Stock Unit Award Agreement (Director) for 2016 Omnibus Incentive Plan
10.6 001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 10.8 — Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan (2021)
10.7
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 10.8
— Form of Restricted Stock Unit Award Agreement (Management), for 2016 Omnibus Incentive Plan, effective as of January 1, 202 5
10.8
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 10.9
— Form of Performance Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan, effective as of January 1, 2025
10.9
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 10.10
— Amended and Restated Vistra Annual Incentive Plan, effective as of January 1, 2025
10.10
001-38086
Form 8-K
(filed on May 23, 2019) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan, effective as of May 20, 2019
10.11
001-38086
Form of 8-K
(filed on May 6, 2024) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan effective as of May 1, 2024
173
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.12
001-33443
Form 10-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
10.13
001-38086
Form 10-K (Year ended December 31, 2020) (filed
on February 26, 2021) 10.13 — Amendment No. 1 to the Vistra Equity Deferred Compensation Plan, dated effective as of February 24, 2021
10.14
001-38086
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.
10.15
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. Moldovan, Vistra Corp. and Vistra Corporate Services Company
10.16
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
10.17
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
10.18
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. Hudson, Vistra Corp. and Vistra Corporate Services Company
10.19
001-38086
Form 10-K (Year ended December 31, 2023) (filed
on February 29, 2024) 10.21 — Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp. and Vistra Corporate Services Company
10.20
001-38086
Form 10-K (Year ended December 31, 2022) (filed
on March 1, 2023) 10.22 — Form of indemnification agreement with directors and officers
10.21
001-38086
Form 8-K
(filed on May 5, 2025) 10.1
— 2025 Employee Stock Purchase Plan, effective April 30, 2025
Credit Agreements and Related Agreements
10.22
333-215288
Form S-1
(filed December 23, 2016)
10.1 — Credit Agreement, dated as of October 3, 2016
10.23
333-215288
Form S-1
(filed December 23, 2016)
10.2 — Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.24
333-215288
Amendment No. 1
to Form S-1
(filed February 14, 2017)
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.
10.25
333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
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.
174
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.26
001-38086
Form 8-K
(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.
10.27
001-38086
Form 8-K
(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.
10.28
001-38086
Form 8-K
(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.
10.29
001-38086
Form 8-K
(filed June 15, 2018)
10.1 — Seventh Amendment to Credit Agreement, dated as of June 14, 2018, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties party thereto, Credit Suisse and Citibank, N.A. 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.
10.30
001-38086
Form 8-K
(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
10.31
001-38086
Form 8-K
(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
10.32
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
10.33
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)
175
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.34
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)
10.35
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)
10.36
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)
10.37
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)
10.38
001-38086
Form 10-Q (Quarter ended September 30, 2024) (filed on November 8, 2024) 10.6 — Sixteenth 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 guarantors party thereto, the revolving credit lenders and revolving letter of credit issuers party thereto, and Citibank, N.A. (as Administrative Agent and as Collateral Agent)
10.39
001-38086
Form 8-K
(filed on December 16, 2024)
10.1 — 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)
10.40
001-38086
Form 8-K
(filed on April 9, 2018)
10.10 — Assumption Agreement, dated as of April 9, 2018, between Vistra Energy Corp. (now known as Vistra Corp.) (as successor by merger to Dynegy Inc.), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Trustee.
10.41
001-38086
Form 8-K
(filed on April 9, 2018)
10.11 — Guarantee and Collateral Agreement, dated as of April 23, 2013, among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013).
10.42
001-38086
Form 8-K
(filed on April 9, 2018)
10.12 — Joinder, dated as of April 9, 2018, among Vistra Energy Corp. (now known as Vistra Corp.), the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee.
176
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.43
001-38086
Form 8-K
(filed on April 9, 2018)
10.13 — Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013 among Dynegy, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013).
10.44
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
10.45
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
10.46
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
10.47
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
10.48
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
10.49
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
10.50
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
10.51
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
10.52
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, 2024, 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
10.53
001-38086
Form 8-K
(filed on October 6, 2025)
10.1 — Ninth Amendment to Credit Agreement, dated as of October 1, 2025, 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
Form 8-K
(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)
177
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.55
001-38086
Form 8-K
(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. 2
to Form S-1
(filed April 5, 2017)
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
Form 8-K
(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
Form 8-K
(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
Form 8-K
(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
10.60
333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.14 — Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Corp.), EFH Corp., Energy Future Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016
10.61
333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.18 — Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric Delivery Company) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016
10.62
001-38086
Form 8-K
(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
Form 8-K
(filed on July 15, 2021) 10.1 — Amendment No. 1 to Master Framework Agreement, dated as of July 1, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
10.64
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
Form 8-K
(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
178
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
10.66
001-38086
Form 8-K
(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
10.67
001-38086
Form 8-K
(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
Form of 8-K
(filed on July 16, 2025) 10.1 — Amendment No. 6 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 named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
10.69
001-38086
Form 8-K
(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.
10.70
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.
10.71
001-38086
Form 8-K
(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
10.72
001-38086
Form 10-K (Year ended December 31, 2021) (filed
on February 25, 2022) 10.62 — Amendment No. 2 to Master Repurchase Agreement, dated as of December 30, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.
10.73
001-38086
Form 8-K
(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
10.74
001-38086
Form 8-K
(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
10.75
001-38086
Form 8-K
(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
10.76
001-38086
Form 10-K (Year ended December 31, 2024) (filed
on February 28, 2025) 10.76 — 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
(19) Insider Trading Policy
19.1 **
— Transactions in Vistra Corp. Securities Policy
(21) Subsidiaries of the Registrant
21.1 ** — Significant Subsidiaries of Vistra Corp.
(23) Consent of Experts
23.1 ** — Consent of Deloitte & Touche LLP
(31) Rule 13a-14(a) / 15d-14(a) Certifications
179
VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
31.1 ** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 ** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32) Section 1350 Certifications
32.1 *** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(95) Mine Safety Disclosures
95.1 ** — Mine Safety Disclosures
(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. Clawback Policy
XBRL Data Files
101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statement of Changes in Equity and (vi) the Notes to the Consolidated Financial Statements.
101.SCH ** — XBRL Taxonomy Extension Schema Document
101.CAL ** — XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ** — XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ** — XBRL Taxonomy Extension Label Linkbase Document
101.PRE ** — XBRL Taxonomy Extension Presentation Linkbase Document
104 — The Cover Page Interactive Data File does not appear in Exhibit 104 because its XBRL tags are embedded within the Inline XBRL document.
____________________
* Incorporated herein by reference
** Filed herewith
*** Furnished herewith
Item 16. FORM 10-K SUMMARY
None.
180
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Vistra Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VISTRA CORP.
Date: February 26, 2026 By /s/ JAMES A. BURKE
James A. Burke (President and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Vistra Corp. and in the capacities and on the date indicated.
Signature Title Date
/s/ JAMES A. BURKE Principal Executive Officer and Director February 26, 2026
(James A. Burke, President and Chief Executive Officer)
/s/ KRISTOPHER E. MOLDOVAN Principal Financial Officer February 26, 2026
(Kristopher E. Moldovan, Chief Financial Officer)
/s/ MARGARET MONTEMAYOR Principal Accounting Officer February 26, 2026
(Margaret Montemayor, Senior Vice President and Chief Accounting Officer)
/s/ SCOTT B. HELM Chairman of the Board and Director February 26, 2026
(Scott B. Helm, Chairman of the Board)
/s/ HILARY E. ACKERMANN Director February 26, 2026
(Hilary E. Ackermann)
/s/ ARCILIA C. ACOSTA Director February 26, 2026
(Arcilia C. Acosta)
/s/ GAVIN R. BAIERA Director February 26, 2026
(Gavin R. Baiera)
/s/ PAUL M. BARBAS Director February 26, 2026
(Paul M. Barbas)
/s/ LISA CRUTCHFIELD Director February 26, 2026
(Lisa Crutchfield)
/s/ JULIE A. LAGACY Director February 26, 2026
(Julie A. Lagacy)
/s/ JOHN W. PITESA Director February 26, 2026
(John W. Pitesa)
/s/ JOHN R. SULT Director February 26, 2026
(John R. Sult)
/s/ ROBERT C. WALTERS Director February 26, 2026
(Robert C. Walters)
181