VST · Vistra Corp. · Debt

The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”). Subject to the terms of the Indenture (as defined below), the Securities will be fully and unconditionally guaranteed on a senior unsecured basis (the “Subsidiary Guarantees”) by certain of the Company’s current and future wholly owned domestic subsidiaries listed herein (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”). Upon the consummation of the Exchange Offer (as defined below), the Exchange Securities will be fully and unconditionally guaranteed (when issued, the “Parent Guarantees” and, together with the Subsidiary Guarantees, the “Guarantees”) on a senior unsecured basis by the Parent (together with the Subsidiary Guarantors, when the Parent Guarantee has been issued, the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT dated April 22, 2026 (this “Agreement”) is entered into by and among Vistra Corp., a Delaware corporation (“Parent”), Vistra Operations Company LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (the “Company”), the Guarantors (as defined below) and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Issuer evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: Interest on the Notes will accrue from April 22, 2026, at a rate of 4.550% per annum on the 2028 Notes, at a rate of 5.000% on the 2031 Notes, at a rate of 5.250% on the 2033 Notes and at a rate of 5.550% per annum on the 2036 Notes. Interest on the Notes will be payable by the Issuer on April 30 and October 30 of each year, commencing on October 30, 2026. The 2028 Notes will mature on October 30, 2028, the 2031 Notes will mature on April 30, 2031, the 2033 Notes will mature on April 30, 2033 and the 2036 Notes will mature on April 30, 2036.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”). Subject to the terms of the Indenture (as defined below), the Securities will be fully and unconditionally guaranteed on a senior unsecured basis (the “Subsidiary Guarantees”) by certain of the Company’s current and future wholly owned domestic subsidiaries listed herein (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”). Upon the consummation of the Exchange Offer (as defined below), the Exchange Securities will be fully and unconditionally guaranteed (when issued, the “Parent Guarantees” and, together with the Subsidiary Guarantees, the “Guarantees”) on a senior unsecured basis by the Parent (together with the Subsidiary Guarantors, when the Parent Guarantee has been issued, the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT dated April 22, 2026 (this “Agreement”) is entered into by and among Vistra Corp., a Delaware corporation (“Parent”), Vistra Operations Company LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (the “Company”), the Guarantors (as defined below) and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Issuer evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: Interest on the Notes will accrue from April 22, 2026, at a rate of 4.550% per annum on the 2028 Notes, at a rate of 5.000% on the 2031 Notes, at a rate of 5.250% on the 2033 Notes and at a rate of 5.550% per annum on the 2036 Notes. Interest on the Notes will be payable by the Issuer on April 30 and October 30 of each year, commencing on October 30, 2026. The 2028 Notes will mature on October 30, 2028, the 2031 Notes will mature on April 30, 2031, the 2033 Notes will mature on April 30, 2033 and the 2036 Notes will mature on April 30, 2036.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”). Subject to the terms of the Indenture (as defined below), the Securities will be fully and unconditionally guaranteed on a senior unsecured basis (the “Subsidiary Guarantees”) by certain of the Company’s current and future wholly owned domestic subsidiaries listed herein (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”). Upon the consummation of the Exchange Offer (as defined below), the Exchange Securities will be fully and unconditionally guaranteed (when issued, the “Parent Guarantees” and, together with the Subsidiary Guarantees, the “Guarantees”) on a senior unsecured basis by the Parent (together with the Subsidiary Guarantors, when the Parent Guarantee has been issued, the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT dated April 22, 2026 (this “Agreement”) is entered into by and among Vistra Corp., a Delaware corporation (“Parent”), Vistra Operations Company LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (the “Company”), the Guarantors (as defined below) and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Issuer evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: Interest on the Notes will accrue from April 22, 2026, at a rate of 4.550% per annum on the 2028 Notes, at a rate of 5.000% on the 2031 Notes, at a rate of 5.250% on the 2033 Notes and at a rate of 5.550% per annum on the 2036 Notes. Interest on the Notes will be payable by the Issuer on April 30 and October 30 of each year, commencing on October 30, 2026. The 2028 Notes will mature on October 30, 2028, the 2031 Notes will mature on April 30, 2031, the 2033 Notes will mature on April 30, 2033 and the 2036 Notes will mature on April 30, 2036.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”). Subject to the terms of the Indenture (as defined below), the Securities will be fully and unconditionally guaranteed on a senior unsecured basis (the “Subsidiary Guarantees”) by certain of the Company’s current and future wholly owned domestic subsidiaries listed herein (each, a “Subsidiary Guarantor,” and collectively, the “Subsidiary Guarantors”). Upon the consummation of the Exchange Offer (as defined below), the Exchange Securities will be fully and unconditionally guaranteed (when issued, the “Parent Guarantees” and, together with the Subsidiary Guarantees, the “Guarantees”) on a senior unsecured basis by the Parent (together with the Subsidiary Guarantors, when the Parent Guarantee has been issued, the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Issuer evidence: This REGISTRATION RIGHTS AGREEMENT dated April 22, 2026 (this “Agreement”) is entered into by and among Vistra Corp., a Delaware corporation (“Parent”), Vistra Operations Company LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (the “Company”), the Guarantors (as defined below) and Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

Supporting evidence: The Company, Guarantors and the Representatives are parties to the Purchase Agreement dated April 8, 2026 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 4.550% Senior Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “2031 Notes”), $1,000,000,000 aggregate principal amount of 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,500,000,000 aggregate principal amount of 5.550% Senior Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Securities”).

On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Issuer evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: Interest on the Notes will accrue from April 22, 2026, at a rate of 4.550% per annum on the 2028 Notes, at a rate of 5.000% on the 2031 Notes, at a rate of 5.250% on the 2033 Notes and at a rate of 5.550% per annum on the 2036 Notes. Interest on the Notes will be payable by the Issuer on April 30 and October 30 of each year, commencing on October 30, 2026. The 2028 Notes will mature on October 30, 2028, the 2031 Notes will mature on April 30, 2031, the 2033 Notes will mature on April 30, 2033 and the 2036 Notes will mature on April 30, 2036.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Supporting evidence: On April 22, 2026, Vistra Operations Company LLC (“Vistra Operations” or the “Issuer”), an indirect, wholly owned subsidiary of Vistra Corp., a Delaware corporation (the “Company” or “Vistra”), completed its previously announced private offering (the “Offering”) of $4.0 billion aggregate principal amount of the Issuer’s senior notes, consisting of $500.0 million aggregate principal amount of the Issuer’s 4.550% senior notes due 2028 (the “2028 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.000% senior notes due 2031 (the “2031 Notes”), $1.0 billion aggregate principal amount of the Issuer’s 5.250% senior notes due 2033 (the “2033 Notes”) and $1.5 billion aggregate principal amount of the Issuer’s 5.550% senior notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of June 21, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,300,000,000 of 5.00% Senior Notes due 2027 (the “Notes”);

Issuer evidence: SIXTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 25, 2026, among the subsidiary guarantors listed on Schedule 1 hereto (the “Guaranteeing Subsidiaries”), Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the other subsidiary guarantors party hereto and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).

Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of June 21, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,300,000,000 of 5.00% Senior Notes due 2027 (the “Notes”);

Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of June 21, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,300,000,000 of 5.00% Senior Notes due 2027 (the “Notes”);