Vistra Corp.

This summary is included to provide an introduction and overview of the information contained in this Proxy Statement. This is a summary only and does not contain all of the information we have included in this Proxy Statement. You should refer to the full Proxy Statement for more information about us and the proposals you are being asked to consider.

Annual Meeting Information

Ways to Vote

Proposals For Stockholder Action

These materials are first being mailed or made available to stockholders on or about March 18, 2026.

ABOUT VISTRA

Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more atvistracorp.com.

2025 BUSINESS HIGHLIGHTS

Vistra delivered another strong year of results in 2025, exemplifying the durability of Vistra’s integrated operations, while continuing to execute against our strategic priorities. Vistra 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 $5,912 million of Ongoing Operations Adjusted EBITDA* (“Adj. EBITDA”) ($112 million higher than the original guidance midpoint announced November 2024) and $3,592 million of Ongoing Operations Adjusted Free Cash Flow Before Growth* (“Adj. FCFbG”) ($292 million higher than the original guidance midpoint) in 2025. During 2025, we achieved several strategic milestones, including the acquisition of seven modern natural gas generation facilities totaling approximately 2,600 MW of capacity from Lotus Infrastructure Partners (“Lotus”) and execution of a 20-year power purchase agreement (“PPA”) with AWS for 1,200 MW of carbon-free power from our Comanche Peak Nuclear Power Plant. Further, we announced our plans to build two new advanced natural gas power units totaling 860 MW on-site at our Permian Basin Power Plant and our intention to convert our Miami Fort coal plant to a natural gas plant in the coming years. During 2025, we also negotiated 20-year PPAs with Meta Platforms, Inc. (“Meta”) and executed definitive agreements to acquire Cogentrix Energy. Pursuant to the PPAs, the Company has agreed to supply Meta with a total of 2,609 MW of carbon-free power and capacity from the Company’s PJM nuclear power plants, and the acquisition of Cogentrix Energy would add another 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity upon closing expected in mid to late 2026.

CORPORATE GOVERNANCE BEST PRACTICES

Our corporate governance policies and structures reflect best practices, including:

Annual election of directors and majority voting with a resignation policy

10 out of 11 director nominees are independent

Independent Audit, Social Responsibility and Compensation, Nominating and Governance, Sustainability and Risk, and Generation and Safety Oversight Committees

Regular executive sessions of independent directors

Separation of the Chairman of the Board (the “Chairman”) and Chief Executive Officer (“CEO”) positions

Risk oversight by full Board and committees, including Sustainability Governance Framework ensuring oversight over sustainability matters and initiatives

Annually a separate Board meeting is devoted solely to the long-term strategy of the Company, in addition to regular discussions about Company strategy at meetings throughout the year

Frequent meetings of our non-management and independent directors

Directors limited to no more than two other public company boards, and the CEO limited to no more than one other public company board

Annual Board and committee assessments, including individual director and management interviews facilitated by third party every other year

Tracking of Board education programs attended by directors with a recommendation that each director attend at least one external Board education program every two years

Director onboarding program for new directors

Policies prohibiting pledging and hedging transactions involving the Company’s common stock, par value $0.01 per share (the “Common Stock”), by directors and executive officers

Rigorous stock ownership requirements for our directors and executive officers

Board oversight of the Company’s policies, procedures, and public disclosures regarding political and lobbying contributions

Active stakeholder engagement

2025 COMPENSATION HIGHLIGHTS

In 2025, Vistra again received strong support for its executive compensation programs, with over 97% of the stockholder vote approving, on an advisory basis, our executive compensation. In 2025, as in prior years, the Social Responsibility and Compensation Committee considered input from our stockholders and other stakeholders as part of its annual review of Vistra’s executive compensation program. Based in part on discussions with stockholders, for 2025, Vistra continued to weight performance stock units as 65% of long-term incentive (“LTI”) awards for each named executive officer’s (“NEO’s”) annual LTI award.

We are committed to a pay for performance compensation philosophy, designed to:

Certain key features of our executive compensation program include:

Clawback policy in place for performance-based incentive awards

No tax gross-ups for executive officers (other than for relocation expenses under a program that is generally available to all employees)

Rigorous stock ownership guidelines applicable to our Chief Executive Officer and Executive Vice Presidents, including the NEOs and non‑employee directors

“Double trigger” change in control benefits that require both the occurrence of a change in control and a qualifying termination of the NEO, meaning that the executive cannot trigger these benefits themselves

Independent compensation consultant hired by and reporting to the Social Responsibility and Compensation Committee

SUMMARY OF DIRECTOR NOMINEES

REFERENCES TO VISTRA

Unless otherwise indicated, references to “Vistra,” the “Company,” “we,” “our,” and “us” in the biographical and compensation information for directors and executive officers below refers to Board membership, employment, and compensation with respect to Vistra Corp.

INCORPORATION BY REFERENCE

To the extent that this Proxy Statement is incorporated by reference into any other filing by us under the Securities Act of 1933 (as amended, the “Securities Act”), or the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), the sections of this Proxy Statement entitled “Social Responsibility and Compensation Committee Report” and “Audit Committee Report” will not be deemed incorporated unless specifically provided otherwise in such filing to the extent permitted by the rules of the Securities and Exchange Commission (“SEC”). Information contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any other filing that we make with the SEC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information presented herein includes forward-looking statements that involve risks and uncertainties. All statements, other than statements of historical facts, that are included herein, or made in presentations, in response to questions or otherwise, that address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to our financial or operational projections, business strategy, competitive strengths, goals, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations, including at our nuclear and natural gas plants (often, but not always, through the use of words such as “intend,” “plan,” “will,” “likely,” “believe,” “expect,” “anticipate,” “estimate,” “should,” “could,” “may,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” and “outlook”) are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including those additional risks and factors discussed in reports filed with the SEC by the Company from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in our most recent annual report on Form 10-K and any subsequently filed quarterly reports on Form 10-Q.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances.

New factors emerge from time to time, and it is not possible for us to predict them. In addition, we may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events and conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.