Vistra Corp

16. EQUITY

Common Stock

Issuances and Repurchases

Changes in the number of shares of common stock issued and outstanding for the years ended December 31, 2024, 2023, and 2022 are reflected in the table below.

(a)Shares issued include share awards granted to nonemployee directors.

(b)Shares repurchased include 58,817,318,632, and 78,087 of unsettled shares as of December 31, 2024, 2023, and 2022, respectively.

Common Stock Dividends

Dividends are subject to declaration by the Board and may be subject to numerous factors at the time of declaration. These factors include, but are not limited to, prevailing market conditions, Vistra's results of operations, financial condition and liquidity, Delaware law, and any contractual limitations, such as the cumulative dividend requirements described in the certificates of designation of our outstanding preferred stock. Dividends per common share totaled $0.8735, $0.8205, and $0.7240 in the years ended December 31, 2024, 2023, and 2022, respectively.

In February 2025, the Board declared a quarterly dividend of $0.2235 per share of common stock that will be paid in March 2025.

Share Repurchase Program

In October 2021, the Board authorized a share repurchase program (Share Repurchase Program). Under this program, shares of the Company's common stock may be repurchased in open market transactions, privately negotiated transactions, or other means in accordance with federal securities laws. The timing, number, and value of shares repurchased will be determined at our discretion, considering factors such as capital allocation priorities, stock market price, general market and economic conditions, legal requirements, and compliance with debt agreements and preferred stock certificates of designation.

The following table provides information about our repurchases of common stock for the period between January 1, 2022 and February 24, 2025.

(a)Shares repurchased include 58,817 of unsettled shares for $8 million as of December 31, 2024.

Preferred Stock

The following is a summary of our cumulative redeemable preferred stock outstanding. In the event of liquidation or dissolution of the Company, the payment of dividends and the distribution of assets to preferred stockholders takes precedence over the Company's common stockholders.

(a)Series C Preferred Stock issued totaled 476,081 shares at December 31, 2023.

(b)Subject to our right, in limited circumstances, to redeem preferred stock prior to the earliest redemption date.

Each series of preferred stock has a liquidation price of $1,000, plus accrued and unpaid dividends through their redemption date. Preferred stock is not convertible into or exchangeable for any other securities of the Company and has limited voting rights.

Preferred Stock Dividends

Preferred stock dividends are payable semiannually in arrears when declared by the Board. The following table summarizes preferred stock dividends paid per share in the years ended December 31, 2024, 2023, and 2022.

In October 2024, the Board declared a semi-annual dividend of $44.375 per share of Series C Preferred Stock that was paid in January 2025. In February 2025, the Board declared a semi-annual dividend of $40.00 per share of Series A Preferred Stock that will be paid in April 2025.