Vistra Corp

15. EQUITY

In October 2021, we announced that the Board authorized a share repurchase program (Share Repurchase Program). Under the Share Repurchase Program, shares of the Company's common stock may be repurchased in open-market transactions at prevailing market prices, in privately negotiated transactions, pursuant to plans complying with the Exchange Act, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the Share Repurchase Program or otherwise will be determined at our discretion and will depend on a number of factors, including our capital allocation priorities, the market price of our stock, general market and economic conditions, applicable legal requirements and compliance with the terms of our debt agreements and the certificates of designation of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, respectively.

The initial authorization (effective on October 11, 2021) of the Share Repurchase Program allowed for the repurchase of up to $2.0 billion of our outstanding shares of common stock. In August 2022, March 2023 and February 2024, the Board authorized incremental amounts of $1.25 billion, $1.0 billion and $1.5 billion, respectively. As of September 30, 2024 $5.75 billion of our common stock has been authorized for repurchase under our Share Repurchase Program of which approximately $1.236 billion was available for additional repurchases under the Share Repurchase Program. In October 2024, the Board authorized an incremental amount of $1.0 billion.

In the three months ended September 30, 2024,4,849,061 shares of our common stock were repurchased for approximately $402 million at an average price of $82.90 per share of common stock. In the nine months ended September 30, 2024,14,934,631 shares of our common stock were repurchased for approximately $1.014 billion at an average price of $67.92 per share of common stock. Shares repurchased include 52,833 of unsettled shares for $6 million as of September 30, 2024.

In the three months ended September 30, 2023,10,550,307 shares of our common stock were repurchased for approximately $320 million at an average price of $30.36 per share of common stock. In the nine months ended September 30, 2023,34,003,663 shares of our common stock were repurchased for approximately $875 million at an average price of $25.74 per share of common stock.

Preferred Stock

The Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock are not convertible into or exchangeable for any other securities of the Company and have limited voting rights.

Series A Preferred Stock

The Series A Preferred Stock may be redeemed at the option of the Company at any time after October 15, 2026 (Series A First Reset Date) and in certain other circumstances prior to the Series A First Reset Date.

The annual dividend rate on each share of Series A Preferred Stock is 8.0% of the liquidation preference from the issuance date (October 15, 2021) to, but excluding, the Series A First Reset Date. On and after the Series A First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.07%), plus a spread of 6.93% per annum. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each April 15 and October 15, commencing on April 15, 2022, when, as and if declared by the Board.

Series B Preferred Stock

The Series B Preferred Stock may be redeemed at the option of the Company at any time after December 15, 2026 (Series B First Reset Date) and in certain other circumstances prior to the Series B First Reset Date.

The annual dividend rate on each share of Series B Preferred Stock is 7.0% of liquidation preference from the issuance date (December 10, 2021) to, but excluding, the Series B First Reset Date. On and after the Series B First Reset Date, the dividend rate on each share of Series B Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.26%), plus a spread of 5.74% per annum. The Series B Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series B Preferred Stock are payable semiannually, in arrears, on each June 15 and December 15, commencing on June 15, 2022, when, as and if declared by the Board.

Series C Preferred Stock

The Series C Preferred Stock may be redeemed at the option of the Company at any time after January 15, 2029 (Series C First Reset Date) and in certain other circumstances prior to the Series C First Reset Date.

The annual dividend rate on each share of Series C Preferred Stock is 8.875% of liquidation preference from the issuance date (December 29, 2023) to, but excluding, the Series C First Reset Date. On and after the Series C First Reset Date, the dividend rate on each share of Series C Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 3.83%), plus a spread of 5.045% per annum. The Series C Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series C Preferred Stock are payable semiannually, in arrears, on each July 15 and January 15, commencing on July 15, 2024, when, as and if declared by the Board.

Dividends

Common Stock Dividends

In November 2018, Vistra announced the Board adopted a dividend program which we initiated in the first quarter of 2019. Each dividend under the program is subject to declaration by the Board and, thus, may be subject to numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, Vistra's results of operations, financial condition and liquidity, Delaware law and any contractual limitations. Quarterly dividends paid per share of common stock in 2024 and 2023 are reflected in the table below.

In October 2024, the Board declared a quarterly dividend of $0.2215 per share of common stock that will be paid in December 2024.

Preferred Stock Dividends

Semiannual dividends paid per share of each respective preferred stock series in 2024 and 2023 are reflected in the table below. Dividends payable are recorded on the Board declaration date.

In July 2024, the Board declared a semi-annual dividend of $40.00 per share on Series A Preferred Stock that was paid in October 2024. In October 2024, the Board declared (i) a semi-annual dividend of $35.00 per share on Series B Preferred Stock that will be paid in December 2024 and (ii) a semi-annual dividend of $44.375 per share on the Series C Preferred Stock that will be paid in January 2025.

Dividend Restrictions

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 September 30, 2024, Vistra Operations can distribute approximately $6.8 billion to Parent under the Vistra Operations Credit Agreement without the consent of any party. The amount that can be distributed by Vistra Operations to Parent was partially reduced by distributions made by Vistra Operations to Parent of approximately $515 million and $280 million for the three months ended September 30, 2024 and 2023, respectively, and $1.505 billion and $1.055 billion for the nine months ended September 30, 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 September 30, 2024, all of the restricted net assets of Vistra Operations may be distributed to Parent.

In addition to the restrictions under the Vistra Operations Credit Agreement, under applicable Delaware law, we are only permitted to make distributions either out of "surplus," which is defined as the excess of our net assets above our capital (the aggregate par value of all outstanding shares of our stock), or out of net profits for the fiscal year in which the distribution is declared or the prior fiscal year.

Under the terms of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, unless full cumulative dividends have been or contemporaneously are being paid or declared and a sum sufficient for the payment thereof set apart for payment on all outstanding Series A Preferred Stock (and any parity securities), Series B Preferred Stock (and any parity securities), and Series C Preferred Stock (and any parity securities), respectively, with respect to dividends through the most recent dividend payment dates, (i) no dividend may be declared or paid or set apart for payment on any junior security (other than a dividend payable solely in junior securities with respect to both dividends and the liquidation, winding-up and dissolution of our affairs), including our common stock, and (ii) we may not redeem, purchase or otherwise acquire any parity security or junior security, including our common stock, in each case subject to certain exceptions as described in the certificate of designation of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, respectively.