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Vistra Corp.

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

VST$124.80+10.6%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

— OR —

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number 001-38086

Vistra Corp.

(Exact name of registrant as specified in its charter)

Delaware36-4833255
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6555 Sierra DriveIrving,Texas75039(214)812-4600
(Address of principal executive offices) (Zip Code)(Registrant's telephone number, including area code)
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Securities registered pursuant to Section 12(b) of the Act:Common stock, par value $0.01 per shareVSTNew York Stock Exchange
NYSE Texas

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒

As of June 30, 2025, the last business day of Vistra Corp.'s most recently completed second fiscal quarter, the aggregate market value of the Vistra Corp. common stock held by non-affiliates of the registrant was $65,311,459,773 based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

ClassOutstanding as of February 18, 2026
Common stock, par value $0.01 per share336,954,256

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement relating to its 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this annual report on Form 10-K.

TABLE OF CONTENTS

PAGE
Glossary of Terms and Abbreviationsiii
Forward-Looking Statementsvii
Industry and Market Informationvii
PART I.
Item 1.BUSINESS1
Market Discussion1
Business Strategy6
Human Capital Resources7
Environmental Regulations and Related Considerations9
Corporate Information16
Available Information16
Item 1A.RISK FACTORS17
Item 1B.UNRESOLVED STAFF COMMENTS45
Item 1C.CYBERSECURITY46
Item 2.PROPERTIES47
Item 3.LEGAL PROCEEDINGS49
Item 4.MINE SAFETY DISCLOSURES49
PART II.
Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES50
Item 6.[RESERVED]51
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS51
Key Financial Results52
Business Environment and Outlook53
Noteworthy Developments53
Factors Affecting Our Financial Condition and Results of Operations57
Results of Operations60
Liquidity and Capital Resources67
Critical Accounting Estimates70
Changes in Accounting Standards73
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK73
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA77
Report of Independent Registered Public Accounting Firm77
Consolidated Statements of Operations79
Consolidated Statements of Comprehensive Income (Loss)79
Consolidated Balance Sheets80
Consolidated Statements of Cash Flows82
Consolidated Statement of Changes in Equity84
Notes to Consolidated Financial Statements:86
1. Business and Significant Accounting Policies86
2. Acquisitions92
3. Revenue97
4. Other Income, Net101
5. Government Grants102
6. Income Taxes103
7. Property, Plant, and Equipment106

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8. Loss Events and Insurance Recoveries107
9. Goodwill and Identifiable Intangible Assets and Liabilities110
10. Collateral Financing Agreement with Affiliate112
11. Debt, Credit Facilities, and Financings113
12. Leases122
13. Derivatives123
14. Fair Value Measurements128
15. Asset Retirement Obligations132
16. Pension and Other Postretirement Employee Benefits (OPEB) Plans133
17. Stock-Based Compensation138
18. Commitments and Contingencies140
19. Equity147
20. Earnings Per Share150
21. Segment Information150
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE154
Item 9A.CONTROLS AND PROCEDURES154
Item 9B.OTHER INFORMATION155
Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS156
PART III.
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE157
Item 11.EXECUTIVE COMPENSATION157
Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS157
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE157
Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES157
PART IV.
Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES158
Signatures181

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.