Vistra Corp.

PERFORMANCE OVERVIEW

In this section, Vistra provides highlights of our performance in 2025, reflecting factors considered by the Social Responsibility and Compensation Committee in assessing variable pay outcomes for the Named Executive Officers.

2025 Performance Highlights

Through the continued focus on and execution against our strategic priorities including our capital allocation program, we delivered solid performance results in 2025. The Company reported 2025 Net Income of $944 million (including an unrealized loss from hedges expected to settle in future years of $808 million) and Cash Flow from Operations of $4,070 million. Vistra achieved Ongoing Operations Adjusted EBITDA* of $5,912 million, which was $112 million higher than the guidance midpoint announced November 2024, and Ongoing Operations Adjusted Free Cash Flow before Growth* (“FCFbG”) $292 million higher than the original guidance midpoint. See also “2025 Business Highlights” beginning on page 2 of this Proxy Statement for additional highlights of Vistra’s strategy execution and sustainability initiatives. In addition, Vistra’s strong financial performance translated into significant stockholder value, delivering total stockholder return of 15%, putting it at the 68th percentile as compared to stock performance of the S&P 500 index constituents for 2025, and total stockholder return of 629%, putting it essentially at the 100th percentile as compared to stock performance of the S&P 500 index constituents, for the three-year period ended 2025.

• See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measure (as defined in Annex A).

Vistra’s Annual Incentive Plan, or AIP, places the greatest weighting on a combination of (i) Adjusted EBITDA, (ii) Adjusted FCFbG and (iii) other metrics, including total cost. Together, these metrics are designed to drive the organization’s focus on achieving business results while exercising discipline in cost decisions. As seen below, Vistra’s above-target performance on Adjusted EBITDA and Adjusted FCFbG contributed to strong incentive plan payouts for 2025.

*See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measure.

(1)Adjusted EBITDA means Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) as adjusted for unrealized gains or losses from hedging activities, transition and merger expenses, non-cash compensation expenses, nuclear decommissioning trust income, asset retirement obligation expenses, and certain other items described from time to time consistent with Vistra’s earnings releases.

(2)Total Cost is calculated as the sum of total costs to operate Vistra’s business units, including (i) selling, general and administrative (SG&A) expenses, (ii) operating and maintenance (O&M) expenses, (iii) cash spend associated with capital projects, (iv) growth capital and (v) other costs incurred to operate the business.

(3)Adjusted FCFbG means cash from operating activities excluding changes in margin deposits and working capital and adjusted for maintenance capital expenditures, other net investment activities, and other items described from time to time consistent with Vistra’s earnings releases.

Over the last three years, Vistra has consistently met or exceeded its strategic and financial goals. As an example, in 2025, Vistra completed its acquisition of natural gas assets from Lotus Infrastructure Partners and executed definitive agreements to acquire Cogentrix Energy. In addition, the Company executed long-term PPAs at its Comanche Peak Nuclear Power Plant and negotiated long-term PPAs at its PJM nuclear plants in 2025. Vistra’s strong performance during the three-year performance period ended 2025 for the 2023 PSUs supported above-target Adjusted FCFbG per share performance, which resulted in payouts of the 2023 PSUs at 200% of target.

SAY-ON-PAY VOTE AND STOCKHOLDER ENGAGEMENT

In May 2025, Vistra’s stockholders were asked to approve, on an advisory basis, the 2024 compensation paid to Vistra’s NEOs. A substantial majority (over 97%) of the votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. The “say-on-pay” advisory vote serves as a tool to guide the Board and the Social Responsibility and Compensation Committee in promoting alignment of Vistra’s executive compensation programs with stockholder interests. The Social Responsibility and Compensation Committee believes that these results reaffirm Vistra’s stockholders’ support of Vistra’s approach to executive compensation and did not make any changes to the Company’s executive compensation program as a result of this vote.

The Social Responsibility and Compensation Committee will continue to use the “say-on-pay” vote as a guidepost for stockholder sentiment and believes it is critical to maintain regular stockholder engagement, communication and transparency. Reflecting this commitment, members of our sustainability, investor relations and management teams regularly engage with stockholders and other stakeholders to discuss our sustainability strategy and initiatives, human capital management, company culture, corporate governance, and executive compensation practices in order to solicit feedback on these and a variety of other topics of interest. In advance of the 2026 Annual Meeting, our management team contacted our largest stockholders to offer meetings to discuss our overall strategy, corporate governance, sustainability strategy and initiatives, and other matters of interest to our investors. Please refer to page 38 of this Proxy Statement for more information regarding our stockholder and stakeholder engagement efforts.

Emphasis on “At Risk” / Performance-Based Pay

Base salary and other fixed elements of compensation are essential to any compensation program and relevant to the recruitment and retention of top talent. However, we believe that “at risk” compensation for our most senior executives should represent a significant portion of their pay mix. Our 2025 executive compensation program reflects this philosophy. For 2025, 91% of our CEO’s total compensation and, on average, 88% of our other Named Executive Officers’ total compensation (i.e., base salary, actual short-term incentives (i.e., AIP) and target long-term incentives (i.e., LTI)) was “at risk” compensation directly contingent on performance. Actual payouts under short-term incentives and long-term incentive awards are subject to the achievement of pre-established performance targets and/or are linked directly to Vistra’s stock price performance.

The following charts illustrate the 2025 pay mix for our CEO and the average pay mix for the other Named Executive Officers. In furtherance of its emphasis on performance-based pay elements, in 2025, the Social Responsibility and Compensation Committee continued to grant 65% of our CEO’s and other Named Executive Officers’ respective target LTI grants in PSUs. Additional detail regarding the 2025 compensation of our Named Executive Officers is provided in the Summary Compensation Table and throughout this CD&A.

2025 NAMED EXECUTIVE OFFICER COMPENSATION OVERVIEW

*Please see “Summary Compensation Table—2025” beginning on page 66 for details regarding the 2025 compensation of the Named Executive Officers.

(1)Reflects Pay Mix for our CEO, Mr. Burke, based on 2025 base salary, actual AIP payout, and target LTI award.

(2)Reflects Pay Mix for our NEOs, excluding Mr. Burke, based on 2025 base salary, actual AIP payout, and target LTI award.