Vistra Corp.

On October 30, 2026, Vistra acquired Cogentrix. The acquisition resulted in the addition of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity, including three CCGT facilities and two combustion turbine facilities located across PJM, four CCGT facilities in ISO-NE, and one cogeneration facility in ERCOT.

Aggregate consideration at closing consisted of approximately (i) $2.2 billion in cash, net of adjustments for working capital, acquired cash, the assumption of $1.7 billion of outstanding indebtedness of Cogentrix as of the acquisition date, and certain other adjustments and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, issued to the seller, at a mutually agreed-upon value of $185 per share. See Note 2 to the Financial Statements for additional information.

On November 5, 2026, we repaid $1.7 billion of debt assumed in the Cogentrix Acquisition using a combination of cash on hand and borrowings under the Receivables Facility and Repurchase Facility.

Vistra Operations Junior Subordinated Notes and Preferred Stock Redemption

In September 2026, Vistra Operations issued $850 million aggregate principal amount of the Series A Notes and $650 million aggregate principal amount of the Series B Notes. The Junior Subordinated Notes are junior subordinated, unsecured obligations of Vistra Operations. The Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp.

Net proceeds totaling approximately $1.485 billion, together with cash on hand, were or will be used for general corporate purposes, including to make distributions to Vistra Corp. to fund the redemption of all of Vistra Corp's outstanding Series A Preferred Stock, which was redeemed on October 15, 2026, and all of the Series B Preferred Stock, which is expected to occur on December 15, 2026 (see Note 17 for additional information). Pending use of the net offering proceeds as described above, Vistra Operations intends to invest the net proceeds in short-term interest-bearing accounts, securities, or similar investments.

Capacity Markets — PJM Auction Results

In July 2026, Vistra received its results from the PJM Capacity Auction for planning year 2028-2029, and the table below lists clearing price per MW-day and our cleared capacity volumes by zone:

Strategic Investment in Digital Infrastructure

In June 2026, the Company entered into a limited partnership agreement governing the Helix Fund, an open-ended investment fund managed by affiliates of KKR. As a founding investor in the Helix Fund, the Company committed up to $1 billion consisting of (i) an initial $500 million commitment and (ii) an additional $500 million commitment subject to the Helix Fund meeting certain commercial power supply milestones for our existing generation assets or, at the Company's election, regardless of whether such milestones are achieved.

The Helix Fund will seek to invest in and manage assets critical to enabling AI, including hyperscale data center development and operations; baseload and flexible power generation; transmission and distribution infrastructure; and fiber and connectivity infrastructure, among other assets. This investment reflects our strategy to participate in the growing demand for power generation assets supporting hyperscale data center development, while leveraging our existing fleet and development capabilities.

In June 2026, Vistra Operations entered into a purchase and sale agreement for the sale of our Casco Bay, Beaver Falls, and Syracuse natural gas generation facilities. The transaction closed on October 8, 2026. The related assets and liabilities of the Disposal Group were classified as held for sale as of September 30, 2026 and are reported in the East segment. See Note 2 to the Financial Statements for additional information.

Planned Gas-Fueled Dispatchable Power in ERCOT

In May 2024, we announced our intention to add up to 2,000 MW of dispatchable, natural gas-fueled electricity capacity in west, central, and north Texas consisting of the following projects:

•Building up to 860 MW of advanced simple-cycle peaking plants to be located in west Texas to support the increasing power needs of the region, including the state's oil and gas industry. Early development work is underway on this project which we anticipate will be online in 2028.

•Repowering the coal-fueled Coleto Creek Power Plant near Goliad, Texas, which retired as a coal-fueled facility in September 2026 to comply with EPA rules, as a natural gas-fueled plant with up to 600 MW of capacity.

•Completing upgrades at existing natural gas-fueled plants that will add more than 500 MW of summer capacity and 100 MW of winter capacity.

In June 2026, Permian Power entered into a $583 million loan agreement with the TxEF to finance the development of the 860 MW peaking plants in west Texas. The TxEF Loan is non-recourse to Vistra Operations and its other subsidiaries, and interest on the TxEF Loan is calculated at a fixed rate of 3.0% per annum. As of September 30, 2026, $236 million was outstanding under the agreement.

Collateral Release

On December 2, 2025, S&P upgraded Vistra Operations' issuer credit rating from BB+ to BBB- and revised its outlook from Positive to Stable, and on March 20, 2026, S&P upgraded the Senior Unsecured Notes rating from BB+ to BBB-. On March 16, 2026, Fitch upgraded Vistra Operations' issuer default rating and the Senior Unsecured Notes rating from BB+ to BBB- and revised its outlook from Positive to Stable. As a result of these investment-grade ratings and the satisfaction of certain other conditions specified in the Vistra Operations Senior Secured Indenture, an investment-grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes were automatically terminated and released in full on April 2, 2026.

The Indenture Collateral Release represents the elimination of the collateral and related lien provisions under the Vistra Operations Senior Secured Indenture only and did not modify, refinance, extinguish, or otherwise change the outstanding principal amount, maturity, interest rates, or other material terms of the Senior Secured Notes. Following the Indenture Collateral Release, the Senior Secured Notes are effectively unsecured and rank pari passu with the Senior Unsecured Notes. The Indenture Collateral Release is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.

Additionally, Vistra Operations repaid the $2.444 billion in outstanding borrowings under the Term Loan Facility in April 2026, and in coordination with the investment-grade ratings, met the collateral suspension provisions of the Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement releasing all liens securing the Revolving Credit Facility and the Commodity-Linked Facility. The Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement were amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement. The Vistra Operations Credit Agreement was also amended to release each guarantor from its guarantee to the extent related to the revolving credit loans, revolving credit commitments, letters of credit, letter of credit commitments and/or secured cash management agreements (although guarantees related to secured hedging agreements remain), in each case, under the Vistra Operations Credit Agreement. The Vistra Operations Commodity-Linked Credit Agreement was amended to release each guarantor from its guarantee.

PJM Nuclear Power Purchase Agreements and Uprates

In January 2026, Vistra announced it had entered into 20-year PPAs with Meta, pursuant to which the Company has agreed to supply Meta with a total of 2,609 MW of carbon-free power and capacity from the Company's PJM nuclear power plants as follows:

•1,268 MW of energy and capacity from Perry and 908 MW of energy and capacity from Davis-Besse; and

•213 MW of uprate energy and capacity from Perry, 80 MW of uprate energy and capacity from Davis-Besse, and 140 MW of uprate energy and capacity from Beaver Valley.

Under the terms of the PPAs, the Company anticipates commencing delivery on a portion of the operating energy and capacity in late 2026 and full delivery of the operating energy and capacity by year end 2027. Additionally, the Company anticipates commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery of the uprate energy and capacity by year end 2034. To achieve the uprates, the Company expects to incur capital expenditures commencing in 2026 and extending through 2034, with less than 20% of the aggregate spend projected to occur by year end 2028. The timing and amount of our planned uprate expenditures will depend on a range of factors, including regulatory approvals, engineering evaluations and capital allocation decisions.

Lotus Acquisition

On October 22, 2025, pursuant to a purchase and sale agreement dated May 15, 2025, Vistra Operations acquired 100% of the membership interests of certain subsidiaries of Lotus. The Lotus Acquisition resulted in the addition of seven natural gas generation facilities totaling 2,600 MW in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO), further geographically diversifying Vistra's natural gas fleet.

The aggregate purchase price consisted of a base purchase price of $1.9 billion, subject to certain customary adjustments, including the acquired companies' working capital, cash, indebtedness, and certain other adjustments. Vistra Operations funded the Lotus Acquisition with a combination of cash and the assumption of the acquired companies' indebtedness, which consisted of a senior secured credit facility, including an existing term loan with approximately $800 million principal outstanding, which reduced the cash consideration payable at closing. Cash consideration payable at closing, excluding adjustments for the acquired companies' working capital, cash, and certain other adjustments, was $1.1 billion. See Note 2 to the Financial Statements for additional information.

Comanche Peak Power Purchase Agreement

In September 2025, Vistra announced that we entered into a 20-year PPA (with options to extend for up to an additional 20 years) with Amazon Web Services (AWS), pursuant to which we agreed to supply AWS 1,200 MW of carbon-free power from the Comanche Peak Nuclear Power Plant. Vistra anticipates power delivery to begin in the fourth quarter of 2027 and ramp to full capacity by 2032.

Nuclear Plant License Renewal

In July 2025, our application for license renewal at our Perry Nuclear Plant was approved by the NRC. The license now extends through 2046.

Moss Landing 300 Incident

On January 16, 2025, we experienced a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. See Note 9 to the Financial Statements for additional information.

Martin Lake Unit 1 Incident

On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT, an 815 MW unit. We wrote off the unit's net book value of less than $1 million to depreciation expense in December 2024. The unit returned to service in February 2026. See Note 9 to the Financial Statements for additional information.

IRA

In August 2022, the U.S. enacted the IRA, which, among other things, implements substantial new and modified energy tax credits, including recognizing the value of existing carbon-free nuclear power by providing for a nuclear PTC, a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a first-time stand-alone battery storage ITC. The IRA also implements a 15% corporate alternative minimum tax (CAMT) on book income of certain large corporations, and a 1% excise tax on net stock repurchases. The section 45U nuclear PTC is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to an annually inflated gross-receipts based phase out. We recognized transferable nuclear PTC revenues of $162 million in the nine months ended September 30, 2026 and $220 million and $545 million in the years ended December 31, 2025 and 2024, respectively. U.S. Treasury regulations are expected to further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC. Any interpretive guidance on the definition of gross receipts that differs from the interpretation used in our estimates could result in a material change to PTC revenues recorded in 2024, 2025, and 2026 and would be reflected as a change in estimate in the period in which the guidance is received.