Vistra Corp.

11. DEBT, CREDIT FACILITIES, AND FINANCINGS

Debt, credit facilities and financing obligations on the consolidated balance sheets consisted of the following:

Long-Term Debt

The Company's long-term debt obligations, including amounts due currently, consisted of the following:

Long-Term Debt Maturities

Long-term debt maturities as of December 31, 2025 are as follows:

Credit Facilities

Our credit facilities and related available capacity as of December 31, 2025 are presented below.

(a)In January 2026, Vistra repaid the $106 million Oak Hill Bridge Loan at maturity. See additional information in BCOP Project-level Credit Facilities discussion below.

(b)Maturity dates between December 3, 2026 and December 3, 2029. See additional information in BCOP Project-level Credit Facilities discussion below.

Vistra Operations Credit Facilities

As of December 31, 2025, the Vistra Operations Credit Facilities have aggregate commitments of up to $5.890 billion in senior secured, first-lien revolving credit commitments and outstanding term loans (Vistra Operations Credit Facilities). The Vistra Operations Credit Facilities consist of (i) revolving credit commitments (including aggregate revolving letter of credit commitments) of up to $3.440 billion (Revolving Credit Facility), and (ii) term loans of $2.450 billion (Term Loan B-3 Facility).

Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Borrowings under the Revolving Credit Facility bear interest based the forward-looking term rate based on SOFR (Term SOFR) plus a spread that ranges from 1.25% to 2.00%. We pay fees on any undrawn amounts of the Revolving Credit Facility ranging from 17.5 basis points to 35.0 basis points. Letters of credit issued under the Revolving Credit Facility are subject to a fee that ranges from 1.25% to 2.00%. Interest and fees on the Revolving Credit Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2025, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margins for the Revolving Credit Facility and the fee for undrawn amounts relating to such commitments were 17.5 and 27.0 basis points, respectively, and the applicable fee for the letters of credit issued under the Revolving Credit Facility was 1.725%. Borrowings under the Revolving Credit Facility are included in short-term borrowings in the consolidated balance sheets.

Term Loan B-3 Facility — The Term Loan B-3 Facility is used for general corporate purposes. Borrowings under the Term Loan B-3 Facility bear interest based on the applicable Term SOFR, plus a fixed spread of 1.75%. The weighted average interest rate, before taking into consideration interest rate swaps (see Note 13 for additional information) on outstanding borrowings of $2.450 billion, was 5.466% as of December 31, 2025. Cash borrowings under the Term Loan B-3 Facility are subject to required scheduled quarterly payments of $6.25 million. Amounts paid cannot be reborrowed.

Other Information — Obligations under the Vistra Operations Credit Facilities are secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions set forth in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement includes collateral suspension provisions that become effective if Vistra Operations achieves unsecured investment-grade credit ratings from at least two ratings agencies and no term loans (as defined in the Vistra Operations Credit Agreement) remain outstanding (or the holders thereof agree to release their security interests). The collateral suspension provisions will remain in effect unless and until Vistra Operations ceases to maintain unsecured investment-grade ratings from at least two ratings agencies, at which time collateral reversion provisions would apply, subject to a 60-day grace period.

The Vistra Operations Credit Facilities also permit certain hedging agreements and cash management agreements to be secured on a pari-passu basis with the Vistra Operations Credit Facilities, provided such agreements satisfy the applicable criteria set forth therein.

The Vistra Operations Credit Facilities contain customary affirmative and negative covenants applicable to Vistra Operations and its restricted subsidiaries, including affirmative covenants requiring the delivery of financial and other information to the administrative agent and restrictions on changes to lines of business. The negative covenants restrict Vistra Operations' (and its restricted subsidiaries') ability to incur additional indebtedness, make investments, dispose of assets, pay dividends, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement also includes a springing financial covenant with respect to the Revolving Credit Facility that, when applicable, would require compliance with a consolidated first lien net leverage ratio (or, during a collateral suspension period, a consolidated total net leverage ratio). Vistra Operations' ability to borrow under the Vistra Operations Credit Facilities is subject to the satisfaction of certain customary conditions precedent set forth therein.

The Vistra Operations Credit Facilities provide for certain customary events of default, including events of default resulting from non-payment of principal, interest or fees when due, material breaches of representations and warranties, breaches of covenants in the Vistra Operations Credit Facilities or ancillary loan documents, cross-defaults under other agreements or instruments and the existence of material unpaid (or unstayed) judgments against Vistra Operations and certain of its subsidiaries. Upon the existence of an event of default, the Vistra Operations Credit Facilities provide that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders.

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 December 31, 2025, Vistra Operations can distribute approximately $11.2 billion to Parent without the consent of any party. The amount available for distribution has been reduced by distributions made by Vistra Operations to Parent of approximately $1.625 billion, $1.705 billion, and $1.625 billion during the years ended December 31, 2025, 2024 and 2023, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to pay any taxes or general operating or corporate overhead expenses arising out of Parent's ownership or operation of Vistra Operations. As of December 31, 2025, all of the restricted net assets of Vistra Operations may be distributed to Parent.

Vistra Operations Commodity-Linked Revolving Credit Facility

As of December 31, 2025, Vistra Operations senior secured commodity-linked revolving credit facility (Commodity-Linked Facility) totaled $1.75 billion of aggregate available commitments. We have the flexibility, subject to our ability to obtain additional commitments, to further increase the size of the Commodity-Linked Facility to $3.0 billion. In October 2025, Vistra Operations amended the Commodity-Linked Facility to, among other things, extend the maturity date to September 30, 2026. As of December 31, 2025, the borrowing base of $1.422 billion is lower than the facility limit which represents the aggregate commitments of $1.75 billion. Borrowings under the Commodity-Linked Facility are included in short-term borrowings in the consolidated balance sheets.

Under the Commodity-Linked Facility, the borrowing base is calculated on a weekly basis based on a set of theoretical transactions which approximate a portion of the hedge portfolio of Vistra Operations and certain of its subsidiaries in certain power markets, with availability thereunder not to exceed the aggregate available commitments nor be less than zero. Vistra Operations may, at its option, borrow an amount up to the borrowing base, as adjusted from time to time, provided that if outstanding borrowings at any time would exceed the borrowing base, Vistra Operations shall make a repayment to reduce outstanding borrowings to be less than or equal to the borrowing base. Vistra Operations intends to use any borrowings provided under the Commodity-Linked Facility to make cash postings as required under various commodity contracts to which Vistra Operations and its subsidiaries are parties as power prices increase from time to time and for other working capital and general corporate purposes.

Interest on the Commodity-Linked Facility is based on either the Term SOFR or a daily simple SOFR rate, plus (i) a spread that ranges from 1.25% to 2.00%, and (ii) sustainability pricing adjustments based on certain sustainability-linked targets and thresholds. The fee on any undrawn amounts with respect to the Commodity-Linked Facility ranges from 17.5 basis points to 35.0 basis points. As of December 31, 2025, the applicable interest rate margins for borrowings outstanding under the Commodity-Linked Facility was 1.725% and the fee on any undrawn amounts with respect to the Commodity-Linked Facility was 27.0 basis points. Interest and fees on the Commodity-Linked Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under the Commodity-Linked Facility was 5.45%.

BCOP Project-level Credit Facilities

In December 2024, BCOP and its subsidiaries entered into the BCOP Credit Agreement to finance the development of the Baldwin and Coffeen solar generation and battery ESS facilities and the Oak Hill and Pulaski solar generation facilities located in Illinois and Texas. The BCOP Credit Agreement provides for (i) bridge loan commitments of $367 million for the Oak Hill and Pulaski projects (the Bridge Loans) and (ii) construction and term loan commitments of $528 million (the Construction/Term Loan Facility), together with debt service reserve letter of credit commitments of $29 million (the Debt Service Reserve and, collectively with the Bridge Loans and the Construction/Term Loan Facility, the BCOP Credit Facility).

As of December 31, 2025, outstanding Bridge Loans totaled $106 million for Oak Hill and $261 million for Pulaski, with scheduled maturities in November 2025 and December 2026, respectively, subject to the terms of the BCOP Credit Agreement. In October 2025, the maturity date of the $106 million Oak Hill Bridge Loans was extended to January 30, 2026. Interest on the Bridge Loans is payable in arrears at the applicable Term SOFR rate elected in the related borrowing notice plus a fixed margin of 1.625% per annum, and the weighted-average interest rate on outstanding Bridge Loan borrowings was 5.355% as of December 31, 2025. Repayment of the Bridge Loans is guaranteed by Vistra as the beneficiary of the underlying investment tax credits expected to be generated by the applicable projects. In January 2026, Vistra repaid the $106 million Oak Hill Bridge Loan at maturity.

The Construction/Term Loan Facility consists of (i) term loans supporting the Baldwin and Coffeen projects and (ii) construction loans used to fund the Oak Hill and Pulaski projects during their construction periods, which convert to term loans upon each project's achievement of commercial operation and satisfaction of the applicable term conversion conditions. Construction and term loan activity during 2025 included the following:

•Baldwin and Coffeen: In April 2025, BCOP funded $75 million and $45 million of term loans for the Baldwin and Coffeen projects, respectively, each of which will mature in December 2029. In addition, BCOP issued $7 million of letters of credit under the Debt Service Reserve facility to support these term loans.

•Oak Hill: In May 2025, BCOP funded $88 million of construction loans for the Oak Hill project with a scheduled maturity in November 2025. In October 2025, the Oak Hill project achieved commercial operation, and the construction loans automatically converted into a term loan maturing in December 2029.

•Pulaski: In July, August, and December 2025, BCOP funded an aggregate of $297 million of construction loans for the Pulaski project. These construction loans mature in December 2026 and, subject to satisfaction of certain conditions, will convert into a term loan maturing in December 2029.

Interest on construction and term loans under the Construction/Term Loan Facility is payable in arrears at the applicable Term SOFR rate elected in the borrowing notice plus a fixed margin of 1.875% per annum for construction loans and 2.000% per annum for term loans. The weighted-average interest rate on outstanding construction and term loan borrowings was 5.821% as of December 31, 2025. Beginning on the applicable term funding or term conversion date, the term loans amortize over a 20-year period, with principal and interest payments funded from the cash flows generated by the underlying projects. Fees on issued debt service reserve letters of credit accrue at 2.000% per annum and are payable in arrears. Commitment fees on undrawn loan commitments and unissued letter of credit commitments are payable quarterly in arrears at a fixed percentage of the applicable loan margin.

BCOP's obligations under the BCOP Credit Agreement are guaranteed by subsidiaries of BCOP but are otherwise non-recourse to Vistra Operations and its other subsidiaries.

Vistra Zero Project-level Credit Agreement

In March 2024, Vistra Zero Operating entered into the Vistra Zero Credit Agreement. The Vistra Zero Credit Agreement provides for a senior secured term loan (Term Loan B Facility) of up to $700 million, which Vistra Zero Operating borrowed in its entirety in March 2024. Net proceeds of $690 million were used (i) to pay issuance costs and (ii) for working capital and general corporate purposes. Vistra Zero Operating's obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating, but are otherwise non-recourse to Vistra Operations and its other subsidiaries.

Interest on the Term Loan B Facility is based on Term SOFR plus 2.00% per annum. Interest periods for Term SOFR loans are for one-, three-, or six-month periods with interest paid in arrears. The weighted average interest rates before taking into consideration interest rate swaps on outstanding borrowings of $697 million was 5.716% as of December 31, 2025.

The Vistra Zero Credit Agreement contains customary covenants and warranties which are generally consistent in scope with the Vistra Operations Credit Agreement, except that there is no financial maintenance covenant in the Vistra Zero Credit Agreement.

Vistra Zero Operating's obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating but are otherwise non-recourse to Vistra Operations and its other subsidiaries.

Letter of Credit Facilities

Vistra Operations Secured Letter of Credit Facilities

Between August 2020 and December 2025, we entered into uncommitted standby letter of credit facilities with various banks (each, a Secured LOC Facility and collectively, the Secured LOC Facilities). The Secured LOC Facilities are secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranks pari passu with the Vistra Operations Credit Facilities). The Secured LOC Facilities do not have stated expiration dates and are used for general corporate purposes. As of December 31, 2025, $1.332 billion of letters of credit were outstanding under the Secured LOC Facilities.

Vistra Operations Unsecured Alternative Letter of Credit Facilities

In March 2024, we entered into unsecured alternative letter of credit facilities (Alternative LOC Facilities) to be used for general corporate purposes. In October 2025, the Alternative LOC Facilities were amended to increase the commitment cap from $500 million to a total of $800 million. As of December 31, 2025, the total capacity was $760 million and $608 million of letters of credit were outstanding under the Alternative LOC Facilities. The commitments under the Alternative LOC Facilities terminate in December 2028. There are no financial maintenance covenants in the Alternative LOC Facilities.

Financial Covenants

The Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement each includes a covenant, solely with respect to the Revolving Credit Facility and the Commodity-Linked Facility and solely during a compliance period (which, in general, is applicable when the aggregate revolving borrowings and revolving letters of credit outstanding (excluding all undrawn revolving letters of credit and cash collateralized backstopped revolving letters of credit) exceed 35% of the revolving commitments), that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, during a collateral suspension period, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). In addition, each of the Secured LOC Facilities includes a covenant that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, for certain facilities that include a collateral suspension mechanism, during a collateral suspension period, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). As of December 31, 2025, we were in compliance with the Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement and Secured LOC Facilities financial covenants.

Vistra Operations Senior Secured Notes

Vistra Operations issues and sells its senior secured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Secured Notes). The indenture (as may be amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) governing the Senior Secured Notes provides for the full and unconditional guarantee by certain of Vistra Operations' current and future subsidiaries that also guarantee the Vistra Operations Credit Facilities. The Senior Secured Notes are secured by a first-priority security interest in the same collateral that is pledged for the benefit of the lenders under the Vistra Operations Credit Facilities and contains certain covenants and restrictions consistent with the Vistra Operations Credit Facilities.

In January 2026, Vistra Operations issued $2.25 billion aggregate principal amount of senior secured notes, consisting of $1.0 billion aggregate principal amount of 4.700% senior secured notes due 2031 (4.700% Senior Secured Notes) and $1.250 billion aggregate principal amount of 5.350% senior secured notes due 2036 (5.350% Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on January 31 and July 31 beginning July 31, 2026. Net proceeds totaling approximately $2.230 billion, together with cash on hand, will be used to (i) fund a portion of the consideration for the Cogentrix Transaction (see Note 2 for additional information), (ii) for general corporate purposes, including to repay existing indebtedness, and (iii) to pay fees and expenses related to the offering.

In October 2025, Vistra Operations issued $2.0 billion aggregate principal amount of senior secured notes, consisting of $750 million aggregate principal amount of 4.300% senior secured notes due 2028 (4.300% Senior Secured Notes), $500 million aggregate principal amount of 4.600% senior secured notes due 2030 (4.600% Senior Secured Notes) and $750 million aggregate principal amount of 5.250% senior secured notes due 2035 (5.250% Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on April 15 and October 15 beginning April 15, 2026. Net proceeds totaling approximately $1.984 billion, together with cash on hand, will be used for (i) to support refinancing activities for outstanding indebtedness (see Vistra Operations Senior Unsecured Notes below), (ii) for general corporate purposes, including to fund a portion of the Lotus Acquisition (see Note 2 for additional information), and (iii) to pay fees and expenses related to the offering.

In May 2025, the $744 million outstanding principal amount of the 5.125% Senior Secured Notes due May 2025 was repaid at maturity.

Energy Harbor Revenue Bonds

Various governmental entities in Ohio and Pennsylvania have issued multiple tranches of revenue bonds for the benefit of Energy Harbor Generation LLC (EHG) or Energy Harbor Nuclear Generation LLC (EHNG); (collectively, the EH entities), in an aggregate principal amount of $431 million. The relevant EH entity is obligated to provide contractual payments to the applicable issuer of the revenue bonds to service the principal and interest on the revenue bonds, the payment of which is indirectly secured by all or substantially all of the assets of the EH entities under various mortgage bonds issued by the EH entities. In the event of a default by the EH entities of their contractual obligation to pay principal and interest in respect of the revenue bonds, the trustee of the revenue bonds would be able to call the mortgage bonds due and, if unpaid, foreclose on the assets securing the mortgage bonds. The obligations of the EH entities in respect of the revenue bonds and related mortgage bonds are guaranteed on an unsecured basis by Energy Harbor and Vistra.

Vistra Operations Senior Unsecured Notes

Vistra Operations issues and sells its senior unsecured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Unsecured Notes). The indentures (as may be amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) governing the Senior Unsecured Notes provide for the full and unconditional guarantee by the Guarantor Subsidiaries. The Vistra Operations Senior Unsecured Indentures contain certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets.

In October 2025, Vistra Operations used a portion of the proceeds from the October 2025 issuance of Vistra Operations Senior Secured Notes discussed above to redeem the $1.0 billion outstanding principal amount of 5.500% Senior Unsecured Notes due 2026.

Other Debt Activity

As part of the Lotus Acquisition in October 2025, Vistra assumed a senior secured credit facility with an existing $803 million term loan due August 1, 2030. In November 2025, we repaid the term loan for $808 million including accrued interest and fees.

Accounts Receivable Financing

Accounts Receivable Securitization Program

TXU Energy Receivables Company LLC (RecCo), an indirect subsidiary of Vistra, has an accounts receivable financing facility (Receivables Facility) provided by issuers of asset-backed commercial paper and commercial banks (Purchasers). In June 2025, the Receivables Facility was amended to add Dynegy Energy Services Mid-Atlantic, LLC. In July 2025, the Receivables Facility was amended to increase the purchase limit from $1.0 billion to $1.1 billion and to extend the term of the Receivables Facility to July 2026.

In connection with the Receivables Facility, TXU Energy, Dynegy Energy Services, Dynegy Energy Services Mid-Atlantic, LLC., Ambit Texas, Value Based Brands, Energy Harbor LLC and TriEagle Energy, each indirect subsidiaries of Vistra and originators under the Receivables Facility (Originators), each sell and/or contribute, subject to certain exclusions, all of its receivables (other than any receivables excluded pursuant to the terms of the Receivables Facility), arising from the sale of electricity to its customers and related rights (Receivables), to RecCo, a consolidated, wholly owned, bankruptcy-remote, direct subsidiary of TXU Energy. RecCo, in turn, is subject to certain conditions, and may draw under the Receivables Facility up to the limit described above to fund its acquisition of the Receivables from the Originators. RecCo has granted a security interest on the Receivables and all related assets for the benefit of the Purchasers under the Receivables Facility and Vistra Operations has agreed to guarantee the performance of the obligations of the Originators and TXU Energy, as the servicer, under the agreements governing the Receivables Facility. Amounts funded by the Purchasers to RecCo are reflected as accounts receivables financing in the consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the consolidated statements of cash flows. Receivables transferred to the Purchasers remain on Vistra's balance sheet and Vistra reflects a liability equal to the amount advanced by the Purchasers. The Company records interest expense on amounts advanced. TXU Energy continues to service, administer and collect the Receivables on behalf of RecCo and the Purchasers, as applicable.

As of December 31, 2025, outstanding borrowings under the Receivables Facility totaled $1.1 billion and were supported by $1.538 billion of RecCo gross receivables. As of December 31, 2024, there were $750 million in outstanding borrowings under the Receivables Facility.

Repurchase Facility

TXU Energy and the other Originators under the Receivables Facility have a repurchase facility (Repurchase Facility) that is provided on an uncommitted basis by a commercial bank as buyer (Buyer). In July 2025, the Repurchase Facility was renewed until July 2026 while maintaining the facility size of $125 million. The Repurchase Facility is collateralized by a subordinated note (Subordinated Note) issued by RecCo in favor of TXU Energy for the benefit of Originators under the Receivables Facility and represents a portion of the outstanding balance of the purchase price paid for the Receivables sold by the Originators to RecCo under the Receivables Facility. Under the Repurchase Facility, TXU Energy may request that Buyer transfer funds to TXU Energy in exchange for a transfer of the Subordinated Note, with a simultaneous agreement by TXU Energy to transfer funds to Buyer at a date certain or on demand in exchange for the return of the Subordinated Note (collectively, the Repo Transaction). Each Repo Transaction is expected to have a term ofone month, unless terminated earlier on demand by TXU Energy or terminated by Buyer after an event of default.

TXU Energy and the other Originators have each granted Buyer a first-priority security interest in the Subordinated Note to secure its obligations under the agreements governing the Repurchase Facility, and Vistra Operations has agreed to guarantee the obligations under the agreements governing the Repurchase Facility. Unless earlier terminated under the agreements governing the Repurchase Facility, the Repurchase Facility will terminate concurrently with the scheduled termination of the Receivables Facility.

As of December 31, 2025, outstanding borrowings under the Repurchase Facility totaled $125 million. There wereno outstanding borrowings under the Repurchase Facility as of December 31, 2024.

Forward Repurchase Obligation

In accordance with the amended UPAs, on December 31, 2024, Vistra closed the acquisition of the Vistra Vision minority interest from Avenue and Nuveen. Vistra paid Avenue for the purchase of their minority interest in Vistra Vision in full upon closing and paid Nuveen an initial payment at closing, with the remaining payments to Nuveen to be paid in multiple installments through December 31, 2026. Vistra Vision Holdings' remaining future payments to Nuveen are guaranteed by Vistra Operations and certain of its subsidiaries that guarantee Vistra Operations' unsecured notes. In June 2025 and December 2025, Vistra made scheduled installment payments to reduce the forward repurchase obligation by $781 million, including $703 million of principal and $78 million of interest. Principal and interest payments remaining due to Nuveen are as follows:

The present value of the remaining payment obligations to Nuveen discounted at 6% was $632 million at December 31, 2025 and is included in forward repurchase obligation due currently on the consolidated balance sheet. The amount discounted at 6% was $1.335 billion at December 31, 2024, and is included in forward repurchase obligation due currently and forward repurchase obligation, less amounts due currently in the consolidated balance sheets.

Interest Expense and Related Charges

The weighted average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps discussed in Note 13, was 5.18%,5.23%, and 5.69% as of December 31, 2025, 2024 and 2023, respectively.