Vistra Corp.

17. EQUITY

Common Stock

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 $0.2300 and $0.2260 for the three months ended September 30, 2026 and 2025, respectively, and $0.6870 and $0.6745 for the nine months ended September 30, 2026 and 2025, respectively.

In October 2026, the Board declared a quarterly dividend of $0.2310 per share of common stock that will be paid in December 2026.

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.

In October 2026, the Board authorized an incremental amount of $1.5 billion for repurchases under the Share Repurchase Program.

The following table provides information about our repurchases of common stock for the period between January 1, 2026 and November 2, 2026:

(a)Shares repurchased include 21,350 and 42,050, respectively, of unsettled shares for $3 million and $6 million, respectively, as of September 30, 2026 and November 2, 2026, respectively.

Preferred Stock

The following is a summary of our cumulative redeemable preferred stock outstanding as of September 30, 2026. 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)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 preference of $1,000, plus accrued and unpaid dividends through its redemption date. Preferred stock is not convertible into or exchangeable for any other securities of the Company and has limited voting rights.

On October 15, 2026, the Company redeemed all of the Series A Preferred Stock upon its earliest redemption date using proceeds from the issuance of junior subordinated notes in September 2026. The Company has also issued notice to the Series B Preferred Stock holders for the redemption of all the Series B Preferred Stock on December 15, 2026. See Note 12 for additional information.

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 for the three and nine months ended September 30, 2026 and 2025.

In July 2026, the Board declared a semi-annual dividend of $40.000 per share of Series A Preferred Stock that was paid in October 2026. In October 2026, the Board declared (i) a semi-annual dividend of $35.000 per share on Series B Preferred Stock that will be paid in December 2026 and (ii) a semi-annual dividend of $44.375 per share on Series C Preferred Stock that will be paid in January 2027.

Noncontrolling Interest

In September 2026, we formed a joint venture, a VIE, which issued 35% of its common units to an unrelated third party. The joint venture was formed to pursue power generation development opportunities. The joint venture is a VIE because its equity at risk is insufficient to support its operations. We consolidate the results of the VIE because we are the primary beneficiary as we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accounting for the VIE is subject to an ongoing assessment. The condensed consolidated balance sheet as of September 30, 2026 includes approximately $400 million of the VIE's assets which primarily consist of prepaid and other current assets, of which 35% is funded by the third-party investor. The assets of the VIE cannot be used to fund our obligations outside of the VIE except through approved distributions to us, and the liabilities of the VIE cannot be settled by us outside of the VIE except through contributions to the VIE. As of September 30, 2026, the VIE does not have any liabilities. The $400 million of the VIE's spend to date has been guaranteed by a third party to the extent a power purchase agreement is not executed following the end of an exclusivity period.