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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026

— 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)

Delaware

36-4833255

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6555 Sierra Drive,

Irving,

Texas

75039

(214)

812-4600

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

VST

New York Stock Exchange

NYSE Texas

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐ No ☒

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

Class						Outstanding as of November 2, 2026
Common stock, par value $0.01 per share						339,394,683

---

TABLE OF CONTENTS

												PAGE
Glossary of Terms and Abbreviations												ii
Forward-Looking Statements												v
PART I.			FINANCIAL INFORMATION									1
Item 1.			Financial Statements (Unaudited)									1
						Condensed Consolidated Statements of Operations						1
						Condensed Consolidated Balance Sheets						2
						Condensed Consolidated Statements of Cash Flows						4
						Condensed Consolidated Statements of Changes in Equity						6
						Notes to Condensed Consolidated Financial Statements (Unaudited)						8
									1. Business and Significant Accounting Policies			8
									2. Acquisitions and Dispositions			9
									3. Revenue			12
									4. Other Income, Net			16
									5. Government Grants			16
									6. Income Taxes			17
									7. Equity Method Investment			18
									8. Property, Plant, and Equipment			18
									9. Loss Events and Insurance Recoveries			19
									10. Goodwill and Identifiable Intangible Assets and Liabilities			20
									11. Collateral Financing Agreement with Affiliate			22
									12. Debt, Credit Facilities, and Financings			22
									13. Derivatives			32
									14. Fair Value Measurements			37
									15. Asset Retirement Obligations			42
									16. Commitments and Contingencies			43
									17. Equity			48
									18. Earnings Per Share			51
									19. Segment Information			51
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations									56
						Business Environment and Outlook						56
						Noteworthy Developments						56
						Factors Affecting Our Financial Condition and Results of Operations						60
						Results of Operations						62
						Liquidity and Capital Resources						71
						Critical Accounting Estimates						75
						Changes in Accounting Standards						75
Item 3.			Quantitative and Qualitative Disclosures About Market Risk									75
Item 4.			Controls and Procedures									78
PART II.			OTHER INFORMATION									79
Item 1.						Legal Proceedings						79
Item 1A.						Risk Factors						79
Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds						79
Item 3.						Defaults Upon Senior Securities						79
Item 4.						Mine Safety Disclosures						80
Item 5.						Other Information						80
Item 6.						Exhibits						80
SIGNATURE												83

i

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GLOSSARY OF TERMS AND ABBREVIATIONS

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

Current and Former Related Entities:
Ambit Energy						Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit Energy), depending on context
Ambit Texas						Ambit Texas, LLC, a wholly owned subsidiary of Vistra
BCOP						BCOP Borrower LLC, a subsidiary of Vistra Zero
Dynegy Energy Services						Dynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (each d/b/a Dynegy, Better Buy Energy, Brighten Energy, Honor Energy and True Fit Energy), indirect, wholly owned subsidiaries of Vistra, that are REPs in certain areas of MISO and PJM, respectively, and are engaged in the retail sale of electricity to residential and business customers
Energy Harbor						Energy Harbor Holdings LLC (formerly known as Energy Harbor Corp.), and/or its subsidiaries, depending on context
Homefield Energy						Illinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers
Lotus						Lotus Infrastructure Partners
Luminant						subsidiaries of Vistra engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management
Permian Power						Permian Power I LLC, a wholly owned subsidiary of Vistra
TriEagle Energy						TriEagle Energy, LP (d/b/a TriEagle Energy, TriEagle Energy Services, Eagle Energy, Energy Rewards, Power House Energy and Viridian Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers
TXU Energy						TXU Energy Retail Company LLC (d/b/a TXU), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
U.S. Gas & Electric						U.S. Gas and Electric, LLC (d/b/a USG&E and Illinois Gas & Electric), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers
Value Based Brands						Value Based Brands LLC (d/b/a 4Change Energy, Express Energy and Veteran Energy), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
Vistra						Vistra Corp., and/or its subsidiaries, depending on context
Vistra Intermediate						Vistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra
Vistra Operations						Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra that is the issuer of certain series of notes (see Note 12 to the Financial Statements) and borrower under the Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement
Vistra Vision						Vistra Vision LLC, an indirect subsidiary of Vistra
Vistra Zero						subsidiaries of Vistra engaged in the operation and development of renewables and energy storage assets
Vistra Zero Operating						Vistra Zero Operating Company, LLC, an indirect, wholly owned subsidiary of Vistra
Transmission System Operators:
CAISO						The California Independent System Operator
ERCOT						Electric Reliability Council of Texas, Inc.
ISO-NE						ISO New England Inc.
MISO						Midcontinent Independent System Operator, Inc.
NYISO						New York Independent System Operator, Inc.
PJM						PJM Interconnection, LLC
Authoritative Organizations:
EPA						U.S. Environmental Protection Agency
FERC						U.S. Federal Energy Regulatory Commission

ii

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IRS						U.S. Internal Revenue Service
MSHA						U.S. Mine Safety and Health Administration
NRC						U.S. Nuclear Regulatory Commission
PUCT						Public Utility Commission of Texas
RCT						Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas, and has jurisdiction over oil and natural gas exploration and production, permitting and inspecting intrastate pipelines, and overseeing natural gas utility rates and compliance
SEC						U.S. Securities and Exchange Commission
TCEQ						Texas Commission on Environmental Quality
Rules and Regulations:
Exchange Act						Securities Exchange Act of 1934, as amended
IRA						Inflation Reduction Act of 2022
OBBBA						One Big Beautiful Bill Act
Securities Act						Securities Act of 1933, as amended
General Terms:
2025 Form 10-K						Vistra's annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026
ARO						asset retirement and mining reclamation obligation
BCOP Credit Agreement						credit agreement, dated as of December 16, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among BCOP, the lenders and issuing banks party thereto, the administrative agent, the collateral agent, and the other parties named therein
Board						Vistra Corp.'s Board of Directors
CCGT						combined cycle natural gas turbine
CCR						coal combustion residuals
Commodity-Linked Facility						Vistra Operations' commodity-linked revolving credit facility under the Vistra Operations Commodity-Linked Credit Agreement
CME						Chicago Mercantile Exchange
CRR						congestion revenue rights
EBITDA						earnings (net income) before interest expense, income taxes, depreciation and amortization
ERP						enterprise resource planning
ESPP						Vistra's Employee Stock Purchase Plan
ESS						energy storage system
Fitch						Fitch Ratings, Inc. (a credit rating agency)
FTR						financial transmission rights
GAAP						generally accepted accounting principles
GHG						greenhouse gas
GWh						gigawatt-hours
Heat Rate						Heat Rate is a measure of the efficiency of converting a fuel source to electricity, expressed as the amount of fuel required to generate one unit of electricity
ISO						independent system operator
ITC						investment tax credit
load						demand for electricity
LTSA						long-term service agreements for plant maintenance
Market Heat Rate						Market Heat Rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier (generally natural gas plants), by the market price of natural gas
MMBtu						million British thermal units
MW						megawatts
MWh						megawatt-hours

iii

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NDT						nuclear decommissioning trust
NYMEX						the New York Mercantile Exchange, a commodity derivatives exchange
PPA						power purchase agreement
PTC						production tax credit
REP						retail electric provider
Revolving Credit Facility						Vistra Operations' revolving credit facility under the Vistra Operations Credit Agreement
RTO						regional transmission organization
S&P						S&P Global Ratings (formerly Standard & Poor's Ratings) (a credit rating agency)
Series A Preferred Stock						Vistra's 8.0% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
Series B Preferred Stock						Vistra's 7.0% Series B Fixed-Rate Reset Cumulative Green Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
Series C Preferred Stock						Vistra's 8.875% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
SG&A						selling, general, and administrative
SO2						sulfur dioxide
SOFR						Secured Overnight Financing Rate, the average rate at which institutions can borrow U.S. dollars overnight while posting U.S. Treasury Bonds as collateral
TRA						Amended and Restated Tax Receivable Agreement, containing certain rights (TRA Rights) to receive payments from Vistra related to certain tax benefits, including benefits realized as a result of certain transactions entered into at the emergence of our predecessor from reorganization under Chapter 11 of the U.S. Bankruptcy Code
U.S.						United States of America
Vistra Operations Commodity-Linked Credit Agreement						credit agreement, dated as of February 4, 2022 (as amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time) by and among Vistra Operations, the lenders party thereto, the administrative agent, and the other parties named therein
Vistra Operations Credit Agreement						credit agreement, dated as of October 3, 2016 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the letter of credit issuers party thereto, the administrative agent, the collateral agent, and the other parties named therein
Vistra Operations Credit Facilities						Vistra Operations credit facilities under the Vistra Operations Credit Agreement
Vistra Zero Credit Agreement						credit agreement, dated as of March 26, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Zero Operating, the lenders party thereto, the administrative agent, the collateral agent, and the other parties named therein

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. All statements, other than statements of historical facts, that are included in this report, or made in presentations, in response to questions or otherwise, that address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to our financial or operational projections, capital allocation, capital expenditures, liquidity, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments, and the growth of our businesses and operations, including potential transactions with large load facilities at our nuclear and natural gas plants (often, but not always, through the use of words or phrases such as "intends," "plans," "potential," "will likely," "unlikely," "believe," "expect," "anticipated," "estimate," "should," "could," "may," "projection," "forecast," "target," "goal," "objective," and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause our actual results to differ materially from those projected in or implied by such forward-looking statement. Any such forward-looking statement is qualified in its entirety by reference to the discussion in (i) Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K, and (ii) Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this quarterly report on Form 10-Q.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict them. In addition, we may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

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PART I. FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS

VISTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (Millions of Dollars, Except Share Data)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
Operating revenues			6,347						4,971						16,004						13,154
Fuel, purchased power costs, and delivery fees			(2,530)						(2,370)						(6,834)						(6,791)
Operating costs			(683)						(655)						(2,236)						(2,081)
Depreciation and amortization			(711)						(460)						(1,640)						(1,523)
Selling, general, and administrative expenses			(448)						(444)						(1,267)						(1,254)
Impairment of long-lived assets			(269)						(5)						(269)						(73)
Operating income			1,706						1,037						3,758						1,432
Other income, net			44						105						206						291
Interest expense and related charges			(254)						(286)						(829)						(908)
Net income before income taxes			1,496						856						3,135						815
Income tax expense			(356)						(204)						(661)						(104)
Net income attributable to Vistra			$	1,140					$	652					$	2,474					$	711
Cumulative dividends attributable to preferred stock			(48)						(48)						(144)						(144)
Net income attributable to Vistra common stock			$	1,092					$	604					$	2,330					$	567
Weighted average shares of common stock outstanding:
Basic			335,413,414						338,749,454						336,685,683						339,313,294
Diluted			337,852,657						345,035,160						339,637,973						346,303,617
Net income per weighted average share of common stock outstanding:
Basic			$	3.26					$	1.78					$	6.92					$	1.67
Diluted			$	3.23					$	1.75					$	6.86					$	1.64

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Millions of Dollars, Except Share Data)
			September 30, 2026						December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents			$	2,743					$	785
Restricted cash			28						31
Trade accounts receivable — net			2,763						2,323
Inventories — net
Materials and supplies			623						599
Fuel stock and natural gas in storage			358						417
Commodity and other derivative contractual assets			3,774						2,793
Margin deposits related to commodity contracts			1,434						1,133
Margin deposits posted under affiliate financing agreement			438						444
Assets held for sale			104						—
Prepaid expense and other current assets			1,102						654
Total current assets			13,367						9,179
Restricted cash			5						6
Investments			5,266						5,091
Property, plant, and equipment — net			19,089						19,846
Goodwill			2,810						2,810
Identifiable intangible assets — net			2,189						2,435
Commodity and other derivative contractual assets			440						405
Accumulated deferred income taxes			197						239
Other noncurrent assets			1,666						1,539
Total assets			$	45,029					$	41,550
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings			$	—					$	1,800
Accounts receivable financing			—						1,225
Long-term debt due currently			2,877						1,201
Forward repurchase obligation due currently			622						632
Trade accounts payable			1,503						1,644
Commodity and other derivative contractual liabilities			4,936						4,049
Margin deposits related to commodity contracts			124						7
Accrued income taxes			3						—
Accrued taxes other than income			187						224
Accrued interest			364						188
Asset retirement obligations			201						181
Liabilities held for sale			10						—
Other current liabilities			722						663
Total current liabilities			11,549						11,814
Margin deposits financing with affiliate			438						444
Long-term debt, less amounts due currently			18,269						15,842
Commodity and other derivative contractual liabilities			1,168						1,729
Accumulated deferred income taxes			1,543						1,049
Asset retirement obligations			4,096						4,035

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Millions of Dollars, Except Share Data)
			September 30, 2026						December 31, 2025
Other noncurrent liabilities and deferred credits			1,503						1,527
Total liabilities			38,566						36,440
Commitments and Contingencies
Total equity:
Preferred stock (100,000,000 shares authorized, $1,000 liquidation preference per share, 2,476,066 shares outstanding at both September 30, 2026 and December 31, 2025, respectively)			2,476						2,476
Common stock (par value $0.01 per share, 1,800,000,000 shares authorized, 334,749,790 and 338,059,635 shares outstanding at September 30, 2026 and December 31, 2025, respectively)			5						5
Treasury stock, at cost (221,456,091 and 215,599,525 shares at September 30, 2026 and December 31, 2025, respectively)			(7,834)						(6,925)
Additional paid-in-capital			9,552						9,536
Retained earnings (accumulated deficit)			2,091						(12)
Accumulated other comprehensive income			16						17
Stockholders' equity			6,306						5,097
Noncontrolling interest in subsidiary			157						13
Total equity			6,463						5,110
Total liabilities and equity			$	45,029					$	41,550

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of Dollars)
			Nine Months Ended September 30,
			2026						2025
Cash flows — operating activities:
Net income			$	2,474					$	711
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization			2,338						2,225
Deferred income tax expense, net			589						68
Impairment of long-lived and other assets			269						73
Unrealized net (gain) loss from mark-to-market valuations of commodities			(810)						367
Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps			(31)						84
Unrealized net (gain) loss from nuclear decommissioning trusts			58						(164)
Asset retirement obligation accretion expense			96						100
Bad debt expense			164						152
Stock-based compensation expense			96						82
Involuntary conversion gain			(102)						(80)
Other, net			16						36
Changes in operating assets and liabilities:
Margin deposits, net			(184)						(361)
Accrued interest			176						32
Accrued taxes other than income			(37)						(19)
Accrued employee incentive			(52)						(106)
Other operating assets and liabilities			(730)						(562)
Cash provided by operating activities			4,330						2,638
Cash flows — investing activities:
Capital expenditures, including nuclear fuel purchases and LTSA prepayments			(2,319)						(1,916)
Lotus acquisition purchase price adjustment			6						—
Proceeds from sales of nuclear decommissioning trust fund securities			4,370						4,120
Investments in nuclear decommissioning trust fund securities			(4,371)						(4,138)
Proceeds from sales of environmental allowances			153						57
Purchases of environmental allowances			(251)						(511)
Insurance proceeds for recovery of damaged property, plant, and equipment			246						198
Proceeds from sales of property, plant, and equipment, including nuclear fuel			55						21
Other, net			88						7
Cash used in investing activities			(2,023)						(2,162)
Cash flows — financing activities:
Issuances of debt			7,985						424
Repayments/repurchases of debt			(3,862)						(764)
Net borrowings (repayments) under accounts receivable financing			(1,225)						475
Borrowings under Revolving Credit Facility			400						150
Repayments under Revolving Credit Facility			(780)						(150)
Borrowings under Commodity-Linked Facility			—						987
Repayments under Commodity-Linked Facility			(1,420)						(987)
Debt issuance costs			(94)						(2)
Stock repurchases			(917)						(776)
Dividends paid to common stockholders			(231)						(229)
Dividends paid to preferred stockholders			(117)						(117)
Tax withholding on stock-based compensation			(73)						(51)

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of Dollars)
			Nine Months Ended September 30,
			2026						2025
Principal payment on forward repurchase obligation			(19)						(41)
Other, net			—						21
Cash used in financing activities			(353)						(1,060)
Net change in cash, cash equivalents and restricted cash (current and noncurrent)			1,954						(584)
Cash, cash equivalents and restricted cash (current and noncurrent) — beginning balance			822						1,222
Cash, cash equivalents and restricted cash (current and noncurrent) — ending balance			$	2,776					$	638
Supplemental Cash Flow Information:
Cash payments related to:
Interest paid			$	755					$	799
Capitalized interest			(123)						(86)
Interest paid (net of capitalized interest)			$	632					$	713

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Millions of Dollars)
			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Income						Total Stockholders' Equity						Noncontrolling Interest in Subsidiary						Total Equity
Balances at December 31, 2025			$	2,476					$	5					$	(6,925)					$	9,536					$	(12)					$	17					$	5,097					$	13					$	5,110
Stock repurchases			—						—						(378)						—						—						—						(378)						—						(378)
Effects of stock-based incentive compensation plans (a)			—						—						—						(34)						—						—						(34)						—						(34)
Net income			—						—						—						—						1,029						—						1,029						—						1,029
Dividends declared on common stock			—						—						—						—						(78)						—						(78)						—						(78)
Dividends declared on preferred stock			—						—						—						—						(39)						—						(39)						—						(39)
Other			—						—						—						(3)						3						—						—						—						—
Balances at March 31, 2026			$	2,476					$	5					$	(7,303)					$	9,499					$	903					$	17					$	5,597					$	13					$	5,610
Stock repurchases			—						—						(324)						—						—						—						(324)						—						(324)
Effects of stock-based incentive compensation plans			—						—						—						35						—						—						35						—						35
Net income			—						—						—						—						305						—						305						—						305
Dividends declared on common stock			—						—						—						—						(78)						—						(78)						—						(78)
Dividends declared on preferred stock			—						—						—						—						(57)						—						(57)						—						(57)
Change in accumulated other comprehensive income			—						—						—						—						—						(1)						(1)						—						(1)
Other			—						—						—						2						3						—						5						(1)						4
Balances at June 30, 2026			$	2,476					$	5					$	(7,627)					$	9,536					$	1,076					$	16					$	5,482					$	12					$	5,494
Stock repurchases			—						—						(210)						—						—						—						(210)						—						(210)
Share reissuance for ESPP			—						—						3						9						—						—						12						—						12
Issuance of subsidiary equity			—						—						—						(26)						—						—						(26)						144						118
Effects of stock-based incentive compensation plans			—						—						—						34						—						—						34						—						34
Net income			—						—						—						—						1,140						—						1,140						—						1,140
Dividends declared on common stock			—						—						—						—						(78)						—						(78)						—						(78)
Dividends declared on preferred stock			—						—						—						—						(38)						—						(38)						—						(38)
Other			—						—						—						(1)						(9)						—						(10)						1						(9)
Balances at September 30, 2026			$	2,476					$	5					$	(7,834)					$	9,552					$	2,091					$	16					$	6,306					$	157					$	6,463

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED) (Unaudited) (Millions of Dollars)
			Preferred Stock						Common Stock						Treasury Stock						Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income						Total Stockholders' Equity						Noncontrolling Interest in Subsidiary						Total Equity
Balances at December 31, 2024			$	2,476					$	5					$	(5,912)					$	9,435					$	(454)					$	20					$	5,570					$	13					$	5,583
Stock repurchases			—						—						(336)						—						—						—						(336)						—						(336)
Effects of stock-based incentive compensation plans (a)			—						—						—						(27)						—						—						(27)						—						(27)
Net loss			—						—						—						—						(268)						—						(268)						—						(268)
Dividends declared on common stock			—						—						—						—						(75)						—						(75)						—						(75)
Dividends declared on preferred stock			—						—						—						—						(38)						—						(38)						—						(38)
Other			—						—						—						(1)						—						—						(1)						—						(1)
Balances at March 31, 2025			$	2,476					$	5					$	(6,248)					$	9,407					$	(835)					$	20					$	4,825					$	13					$	4,838
Stock repurchases			—						—						(237)						—						—						—						(237)						—						(237)
Effects of stock-based incentive compensation plans			—						—						—						43						—						—						43						—						43
Net income			—						—						—						—						327						—						327						—						327
Dividends declared on common stock			—						—						—						—						(77)						—						(77)						—						(77)
Dividends declared on preferred stock			—						—						—						—						(58)						—						(58)						—						(58)
Change in accumulated other comprehensive income			—						—						—						—						—						(1)						(1)						—						(1)
Other			—						—						—						—						1						—						1						—						1
Balances at June 30, 2025			$	2,476					$	5					$	(6,485)					$	9,450					$	(642)					$	19					$	4,823					$	13					$	4,836
Stock repurchases			—						—						(190)						—						—						—						(190)						—						(190)
Effects of stock-based incentive compensation plans			—						—						—						42						—						—						42						—						42
Net income			—						—						—						—						652						—						652						—						652
Dividends declared on common stock			—						—						—						—						(79)						—						(79)						—						(79)
Dividends declared on preferred stock			—						—						—						—						(39)						—						(39)						—						(39)
Change in accumulated other comprehensive income			—						—						—						—						—						1						1						—						1
Other			—						—						—						(1)						1						—						—						—						—
Balances at September 30, 2025			$	2,476					$	5					$	(6,675)					$	9,491					$	(107)					$	20					$	5,210					$	13					$	5,223

____________

(a)Includes cash payments to cover tax withholding obligations upon the vesting of stock-based incentive compensation plans of $69 million and $50 million for the three months ended March 31, 2026 and 2025, respectively.

See Notes to Condensed Consolidated Financial Statements

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to "we," "our," "us" and "the Company" are to Vistra and/or its subsidiaries, as apparent in the context. See Glossary of Terms and Abbreviations for defined terms.

Vistra is a holding company operating an integrated retail and electric power generation business primarily in markets throughout the U.S. Through our subsidiaries, we are engaged in competitive energy market activities including electricity generation, wholesale energy sales and purchases, commodity risk management, and retail sales of electricity and natural gas to end users.

Vistra has five reportable segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, and (v) Asset Closure. See Note 19 for additional information.

Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and on the same basis as the audited financial statements included in our 2025 Form 10-K. All intercompany items and transactions have been eliminated in consolidation. The condensed consolidated financial information herein reflects all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. Certain prior period amounts have been reclassified to conform with the current year presentation.

Use of Estimates

Preparation of financial statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities as of the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements, estimates of expected obligations, judgments related to the potential timing of events, and other estimates. In the event that estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

Comprehensive Income

Comprehensive income approximates net income for all periods presented.

New Accounting Standards

Environmental Credits

In May 2026, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2026-02 (ASU 2026-02), Environmental Credits and Environmental Credit Obligations, which establishes new recognition, measurement, presentation, and disclosure requirements for environmental credits and related compliance obligations. ASU 2026-02 is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact this ASU will have on the consolidated financial statements and related disclosures.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03 (ASU 2024-03), Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve disclosures by providing additional information about certain expenses in the notes to financial statements in interim and annual reporting periods. Among other provisions, the new standard requires disclosure of disaggregated amounts for expenses such as employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027 and can be applied prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact this ASU will have on the consolidated financial statements and related disclosures.

Recent Developments

Cogentrix Acquisition

On October 30, 2026, Vistra acquired Cogentrix Energy (Cogentrix and, such acquisition, the Cogentrix Acquisition). The Cogentrix Acquisition resulted in the addition of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity. See Note 2 for additional information.

BCOP Project-level Credit Facilities

On October 30, 2026, $297 million of construction loans due in December 2026 converted to a term loan maturing in December 2029. See Note 12 for additional information.

Share Repurchase Program

On October 29, 2026, the Board authorized an incremental amount of $1.5 billion for repurchases under the share repurchase program.

Interest Rate Swaps

On October 26, 2026, Vistra Operations entered into $1.0 billion notional amount of interest rate swaps to reduce our interest rate exposure on $1.0 billion of expected future fixed rate debt issuances. The interest rate swaps are effective on January 31, 2027 and expire on January 31, 2037. See Note 13 for additional information.

Redemption of Series A and Series B Preferred Stock

On October 15, 2026, the Company redeemed all of the Series A Preferred Stock upon its five-year reset date using proceeds from the issuance of junior subordinated notes in September 2026 (see Note 12 for additional information) together with cash on hand. 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.

Gas Plants Disposition

On October 8, 2026, Vistra Operations completed the sale of our Casco Bay, Beaver Falls, and Syracuse natural gas generation facilities comprising 754 MW of capacity in ISO-NE and NYISO (see Note 2 for additional information).

2.    ACQUISITIONS AND DISPOSITIONS

Cogentrix Acquisition

The Cogentrix 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.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

The Cogentrix Acquisition will be accounted for using the acquisition method in accordance with FASB Accounting Standards Codification (ASC) 805, Business Combinations (ASC 805), which requires identifiable assets acquired and liabilities assumed to be recorded at their estimated fair values on the acquisition date. Vistra will provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, as well as the supplemental pro forma revenues and net income of Vistra as if the Cogentrix Acquisition had been completed on January 1, 2025, in Vistra's Annual Report on Form 10-K for the year ended December 31, 2026.

On November 5, 2026, we repaid the $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.

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 (Lotus Acquisition). 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.

The Lotus Acquisition was accounted for using the acquisition method in accordance with ASC 805, which requires identifiable assets acquired and liabilities assumed to be recorded at their estimated fair values on the acquisition date. The total consideration transferred at closing, inclusive of adjustments to the base purchase price, was $1.237 billion. During March 2026, the Company received $6 million of net additional consideration associated with the working capital settlement resulting in a final purchase price of $1.231 billion.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Provisional fair value measurements were made for acquired assets and liabilities in the fourth quarter of 2025 and final adjustments to those measurements were made through September 30, 2026. The final fair values assigned to the assets acquired and liabilities assumed are as follows:

			Initial Preliminary Allocation						Measurement Period Adjustments						Final Allocation as of September 30, 2026
			(in millions)
Cash and cash equivalents			$	97					$	—					$	97
Trade accounts receivables, inventories, prepaid expenses, and other current assets			72						(5)						67
Property, plant, and equipment (a)			2,346						(2)						2,344
Other noncurrent assets			22						(6)						16
Total identifiable assets acquired			2,537						(13)						2,524
Trade accounts payable and other current liabilities			21						—						21
Long-term debt, including amounts due currently (b)			803						—						803
Commodity and other derivative contractual liabilities (c)			417						—						417
Asset retirement obligations			13						—						13
Identifiable intangible liabilities			23						—						23
Other noncurrent liabilities and deferred credits			23						(7)						16
Total identifiable liabilities assumed			1,300						(7)						1,293
Net assets acquired			1,237						(6)						$	1,231

(a)Acquired property, plant, and equipment are valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3).

(b)Assumed long-term debt was valued based on observable market prices in less active markets (Level 2) which approximates the principal balance. In November 2025, the Company repaid the long-term indebtedness assumed.

(c)Acquired derivatives are valued using the methods described in Note 14 (Level 1, Level 2, or Level 3).

The combined results of operations are reported in the consolidated financial statements beginning as of the acquisition date. The following unaudited pro forma financial information for the Company for the three and nine months ended September 30, 2025 assumes that the Lotus Acquisition occurred on January 1, 2024. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the Lotus Acquisition been completed on January 1, 2024, nor is the unaudited pro forma financial information indicative of future results of operations, which may differ materially from the pro forma financial information presented here.

			Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
			(in millions)
Revenues			$	5,150					$	13,626
Net income			$	676					$	706

The unaudited pro forma financial information presented above includes adjustments for incremental depreciation and amortization as a result of the fair value determination of the net assets acquired, effects of the Lotus Acquisition on tax expense (benefit), and other related adjustments. Determining the amounts of revenue and earnings of the Lotus Acquisition since the acquisition date is impractical as operations have been integrated into our commercial platform which is managed at a portfolio level.

Gas Plants Disposition

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 Disposal Group). The Disposal Group comprises 754 MW of capacity in ISO-NE and NYISO and is reported in the East segment. The sale closed on October 8, 2026.

The related assets and liabilities of the Disposal Group, primarily consisting of property, plant, and equipment, have been presented separately as held for sale in the condensed consolidated balance sheet as of September 30, 2026. Depreciation and amortization of the long-lived assets included in the Disposal Group ceased upon classification as held for sale in June 2026.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3.    REVENUE

Revenue Disaggregation

The following tables disaggregate our revenue by major source:

			Three Months Ended September 30, 2026
			Retail						Texas						East						West												Asset Closure						Eliminations / Corporate and Other						Consolidated
			(in millions)
Revenue from contracts with customers:
Retail energy charge in ERCOT			$	3,007					$	—					$	—					$	—											$	—					$	—					$	3,007
Retail energy charge in Northeast/Midwest			1,331						—						—						—												—						—						1,331
Wholesale generation revenue from ISO/RTO			—						169						987						70												—						—						1,226
Capacity revenue from ISO/RTO (a)			—						—						147						—												—						—						147
Revenue from other wholesale contracts			—						84						119						76												—						2						281
Total revenue from contracts with customers			4,338						253						1,253						146												—						2						5,992
Other revenues:
Transferable PTC revenues (b)			—						149						—						—												—						—						149
Hedging revenues — realized			211						(117)						(424)						17												—						—						(313)
Hedging revenues — unrealized			244						506						(200)						(31)												—						—						519
Business interruption insurance proceeds			—						—						—						—												—						—						—
Intangible amortization and other revenues			—						—						—						—												—						—						—
Intersegment sales			21						1,772						1,314						1												—						(3,108)						—
Intersegment sales — unrealized			—						292						(113)						—												—						(179)						—
Total other revenues			476						2,602						577						(13)												—						(3,287)						355
Total revenues			$	4,814					$	2,855					$	1,830					$	133											$	—					$	(3,285)					$	6,347

____________

(a)Represents net capacity sold (purchased) in each ISO/RTO in the East segment which includes $385 million of capacity sold offset by $238 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying nuclear and solar assets during the period offset by losses on sales of transferable PTCs at a discount to nominal value.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

			Three Months Ended September 30, 2025
			Retail						Texas						East						West						Asset Closure						Eliminations / Corporate and Other						Consolidated
			(in millions)
Revenue from contracts with customers:
Retail energy charge in ERCOT			$	2,698					$	—					$	—					$	—					$	—					$	—					$	2,698
Retail energy charge in Northeast/Midwest			1,054						—						—						—						—						—						1,054
Wholesale generation revenue from ISO/RTO			—						112						543						28						—						—						683
Capacity revenue from ISO/RTO (a)			—						—						79						—						—						—						79
Revenue from other wholesale contracts			—						100						101						61						—						2						264
Total revenue from contracts with customers			3,752						212						723						89						—						2						4,778
Other revenues:
Transferable PTC revenues (b)			—						145						—						—						—						—						145
Hedging revenues — realized			396						(422)						(108)						26						—						—						(108)
Hedging revenues — unrealized			(43)						251						(97)						50						1						—						162
Business interruption insurance proceeds			—						—						—						—						1						—						1
Intangible amortization and other revenues			—						—						(7)						—						—						—						(7)
Intersegment sales			34						1,641						1,235						—						—						(2,910)						—
Intersegment sales — unrealized			—						(28)						4						—						—						24						—
Total other revenues			387						1,587						1,027						76						2						(2,886)						193
Total revenues			$	4,139					$	1,799					$	1,750					$	165					$	2					$	(2,884)					$	4,971

____________

(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $270 million of capacity sold offset by $191 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying nuclear and solar assets during the period offset by losses on sales of transferable PTCs at a discount to nominal value.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

			Nine Months Ended September 30, 2026
			Retail						Texas						East						West						Asset Closure						Eliminations / Corporate and Other						Consolidated
			(in millions)
Revenue from contracts with customers:
Retail energy charge in ERCOT			$	7,154					$	—					$	—					$	—					$	—					$	—					$	7,154
Retail energy charge in Northeast/Midwest			3,681						—						—						—						—						—						3,681
Wholesale generation revenue from ISO/RTO			—						498						2,619						105						—						—						3,222
Capacity revenue from ISO/RTO (a)			—						—						403						—						—						—						403
Revenue from other wholesale contracts			—						299						440						191						—						4						934
Total revenue from contracts with customers			10,835						797						3,462						296						—						4						15,394
Other revenues:
Transferable PTC revenues (b)			—						154						—						—						—						—						154
Hedging revenues — realized			600						(186)						(644)						68						—						—						(162)
Hedging revenues — unrealized			607						1,079						(1,020)						(73)						—						—						593
Business interruption insurance proceeds			—						22						—						—						6						—						28
Intangible amortization and other revenues			—						—						(3)						—						—						—						(3)
Intersegment sales			71						3,507						3,567						2						—						(7,147)						—
Intersegment sales — unrealized			—						1,887						(318)						—						—						(1,569)						—
Total other revenues			1,278						6,463						1,582						(3)						6						(8,716)						610
Total revenues			$	12,113					$	7,260					$	5,044					$	293					$	6					$	(8,712)					$	16,004

____________

(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $1.052 billion of capacity sold offset by $649 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying nuclear and solar assets during the period offset by losses on sales of transferable PTCs at a discount to nominal value.

			Nine Months Ended September 30, 2025
			Retail						Texas						East						West												Asset Closure						Eliminations / Corporate and Other						Consolidated
			(in millions)
Revenue from contracts with customers:
Retail energy charge in ERCOT			$	6,890					$	—					$	—					$	—											$	—					$	—					$	6,890
Retail energy charge in Northeast/Midwest			2,886						—						—						—												—						—						2,886
Wholesale generation revenue from ISO/RTO			—						231						1,725						75												—						—						2,031
Capacity revenue from ISO/RTO (a)			—						—						129						—												—						—						129
Revenue from other wholesale contracts			—						338						323						176												5						3						845
Total revenue from contracts with customers			9,776						569						2,177						251												5						3						12,781
Other revenues:
Transferable PTC revenues (b)			—						151						—						—												—						—						151
Hedging revenues — realized			1,040						(458)						(158)						90												—						—						514
Hedging revenues — unrealized			(59)						198						(446)						4												2						—						(301)
Business interruption insurance proceeds			—						—						—						—												22						—						22
Intangible amortization and other revenues			—						(2)						(11)						—												—						—						(13)
Intersegment sales			82						3,432						3,151						2												(3)						(6,664)						—
Intersegment sales — unrealized			—						(93)						(103)						—												—						196						—
Total other revenues			1,063						3,228						2,433						96												21						(6,468)						373
Total revenues			$	10,839					$	3,797					$	4,610					$	347											$	26					$	(6,465)					$	13,154

____________

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(a)Represents net capacity sold (purchased) in each ISO/RTO. The East segment includes $477 million of capacity sold offset by $348 million of capacity purchased.

(b)Represents transferable PTCs generated from qualifying nuclear and solar assets during the period offset by losses on sales of transferable PTCs at a discount to nominal value.

Performance Obligations

As of September 30, 2026, we have future fixed fee performance obligations that are unsatisfied, or partially unsatisfied, relating to capacity auction volumes awarded through capacity auctions held by the ISO/RTO or capacity contracts with customers for which the total consideration is fixed and determinable at contract execution. Capacity revenues are recognized when the performance obligations to provide capacity to the relevant ISOs/RTOs or counterparties are fulfilled. Amounts with counterparties in the table below represent minimum guaranteed capacity revenues as determined on a contract-by-contract basis and do not represent the full amount of capacity that is expected to be delivered.

			Balance of 2026						2027						2028						2029						2030						2031 and Thereafter						Total
			(in millions)
Remaining performance obligations			$	491					$	1,713					$	1,420					$	715					$	215					$	3,293					$	7,847

Contract Balances

			September 30, 2026						December 31, 2025
			(in millions)
Wholesale and retail trade accounts receivable			$	2,870					$	2,412
Allowance for credit losses			(107)						(89)
Trade accounts receivable — net			$	2,763					$	2,323
Trade accounts receivable from contracts with customers — net			$	2,233					$	1,826
Other trade accounts receivable — net			530						497
Trade accounts receivable — net			$	2,763					$	2,323

Gross trade accounts receivable as of September 30, 2026 and December 31, 2025 include unbilled retail revenues of $1.062 billion and $924 million, respectively.

Allowance for Credit Losses on Accounts Receivable

			Nine Months Ended September 30,
			2026						2025
			(in millions)
Allowance for credit losses on accounts receivable at beginning of period			$	89					$	79
Increase for bad debt expense			164						152
Decrease for account write-offs			(146)						(127)
Allowance for credit losses on accounts receivable at end of period			$	107					$	104

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4.    OTHER INCOME, NET

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
NDT net income (loss) (a)			$	(20)					$	100					$	66					$	197
Insurance settlements (b)			54						—						105						80
Interest income			6						4						17						14
All other, net			4						1						18						—
Total other income, net			$	44					$	105					$	206					$	291

____________

(a)Includes interest, dividends, and net realized and unrealized gains (losses) associated with NDTs of the Beaver Valley, Perry and Davis-Besse plants in PJM (the PJM nuclear facilities). Reported in the East segment.

(b)For the three and nine months ended September 30, 2026, includes $54 million and $102 million, respectively, of involuntary conversion gain for Martin Lake insurance proceeds reported in the Texas segment and zero and $3 million, respectively, of insurance proceeds reported in the Asset Closure segment. For the nine months ended September 30, 2025, includes involuntary conversion gain for Martin Lake insurance proceeds reported in the Texas segment.

5.    GOVERNMENT GRANTS

IRA

In August 2022, the U.S. enacted the IRA, which introduced various energy tax credits. Among these, it acknowledged the importance of existing carbon-free nuclear power by establishing a nuclear Production Tax Credit under section 45U (nuclear PTC), a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a new stand-alone battery storage investment tax credit. The 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. The Company accounts for transferable ITCs and PTCs we expect to receive in accordance with ASC 832, Government Grants, as amended by ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. Transferable PTCs, when recognized, are included in operating revenues within the condensed consolidated statement of operations. See Note 3 for additional information.

Transferable Nuclear PTCs

We recognized transferable nuclear PTC revenues of $162 million in each of the three and nine months ended September 30, 2026 and $145 million in each of the three and nine months ended September 30, 2025. Nuclear PTC revenues are an estimate based on projected annual gross receipts generated from qualifying nuclear production in 2026 and 2025 and reflect our determination that we will meet the prevailing wage requirements necessary to earn the five times multiplier. The amount recognized in the nine months ended September 30, 2026 and 2025 reflects a pro-rata allocation of the forecasted annual nuclear PTC revenue based on actual qualifying nuclear production during the period. Our computation of forecasted gross receipts includes settled spot energy revenues and capacity revenues (applicable to our PJM nuclear units only) at each nuclear unit and excludes any hedges and ancillary service revenue. Treasury regulations may 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 estimate could result in a material change to PTC revenues recorded in 2026 and 2025 and would be reflected as a change in estimate in the period in which the guidance is received.

Sales of Transferable PTCs

In September 2026, we sold $220 million of transferable nuclear PTCs recognized from qualifying 2025 nuclear generation. Cash proceeds of $206 million were received in October 2026.

During 2025, we sold $490 million of transferable nuclear PTCs recognized from qualifying 2024 nuclear generation, of which $200 million was sold in January 2025, $90 million was sold in May and June 2025, and $200 million was sold in September 2025. Cash proceeds of $278 million and $469 million were received during the three and nine months ended September 30, 2025, respectively.

16

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Transferable ITCs

In September 2026, our Pulaski 405 MW solar facility in Illinois met the requirements to be placed in service. As a result, in each of the three and nine months ended September 30, 2026, we recognized $232 million of transferable ITCs associated with the project in other noncurrent assets in the condensed consolidated balance sheet.

In July 2026, our Deer Creek 50 MW solar / 50 MW battery ESS facility in California met the requirements to be placed in service. As a result, in each of the three and nine months ended September 30, 2026, we recognized $79 million of transferable ITCs associated with the project in other noncurrent assets in the condensed consolidated balance sheet.

In March 2026, our Newton 52 MW solar / 2 MW battery ESS facility in Illinois met the requirements to be placed in service. As a result, in the nine months ended September 30, 2026, we recognized $46 million of transferable ITCs associated with the project in other noncurrent assets in the condensed consolidated balance sheet.

In October 2025, our Oak Hill 200 MW solar facility in Texas met the requirements to be placed in service. As a result, we recognized transferable ITCs associated with the project of $98 million in the three months ended December 31, 2025 and $6 million in each of the three and nine months ended September 30, 2026, in other noncurrent assets in the consolidated balance sheet.

6.    INCOME TAXES

Vistra files a U.S. federal income tax return that includes the results of its consolidated subsidiaries. Vistra serves as the corporate parent of the Vistra consolidated group. Pursuant to applicable U.S. Department of the Treasury regulations and published guidance of the IRS, corporations that are members of a consolidated group have joint and several liability for the taxes of such group.

Income Tax Expense

The components of our income tax expense are as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net income before income taxes			$	1,496					$	856					$	3,135					$	815
Income tax expense			$	(356)					$	(204)					$	(661)					$	(104)
Effective tax rate			23.8		%				23.8		%				21.1		%				12.8		%

We evaluate and update our annual effective income tax rate on an interim basis based on current and forecasted earnings and tax laws. The mix and timing of our actual earnings compared to annual projections, as well as the amount of pre-tax earnings in comparison to the required discrete items, can cause interim effective tax rate fluctuations.

For the three months ended September 30, 2026, the effective tax rate of 23.8% was higher than the U.S. federal statutory rate of 21% due primarily to state income taxes, partially offset by the discrete impact of mark-to-market adjustments accounted for outside of the Company's forecasted annual effective income tax rate. For the nine months ended September 30, 2026, the effective tax rate of 21.1% was higher than the U.S. federal statutory rate of 21% due primarily to state income taxes, partially offset by permanent differences recorded discretely related to tax deductions available for stock-based compensation.

For the three months ended September 30, 2025, the effective tax rate of 23.8% was higher than the U.S. federal statutory rate of 21% due primarily to state income taxes. For the nine months ended September 30, 2025, the effective tax rate of 12.8% was lower than the U.S. federal statutory rate of 21% due primarily to permanent differences recorded discretely related to tax deductions available for stock-based compensation.

Income Taxes Paid

For the nine months ended September 30, 2026 and 2025, we paid federal income taxes of zero and $11 million, respectively, state income taxes of $41 million and $70 million, respectively, and received state tax refunds of $2 million and zero, respectively.

17

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

7.    EQUITY METHOD INVESTMENT

KKR Helix Fund

In June 2026, the Company entered into a limited partnership agreement governing KKR Helix C L.P. (the Helix Fund), an open-ended investment fund managed by affiliates of KKR & Co. Inc. (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 artificial intelligence (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.

The Company evaluated the Helix Fund under the variable interest entity (VIE) model in ASC 810, Consolidation. The Company concluded that the Helix Fund is a VIE; however, the Company will not be the primary beneficiary because it does not have the power to direct the activities that most significantly impact the Helix Fund's economic performance. Accordingly, the Company will not consolidate the Helix Fund. The Company's interest meets the significant influence criteria under GAAP, and as such, we will account for the investment under the equity method of accounting.

8.    PROPERTY, PLANT, AND EQUIPMENT

Our property, plant, and equipment consist of our power generation assets, related mining assets, land, information systems hardware, capitalized corporate office lease space, and other leasehold improvements. Land and construction work in progress are not depreciated.

			September 30, 2026						December 31, 2025
			(in millions)
Power generation and structures and office and other equipment			$	26,033					$	25,084
Land			658						637
Construction work in progress			1,221						1,917
Finance lease right-of-use assets			188						190
Nuclear fuel			2,316						2,036
Property, plant, and equipment — gross			30,416						29,864
Less accumulated depreciation			(10,461)						(9,273)
Less finance lease right-of-use assets accumulated amortization			(40)						(41)
Less accumulated amortization of nuclear fuel			(826)						(704)
Property, plant, and equipment — net			$	19,089					$	19,846

Depreciation and amortization of property, plant, and equipment consisted of the following:

Property, Plant, and Equipment						Condensed Consolidated Statements of Operations			Three Months Ended September 30,												Nine Months Ended September 30,
									2026						2025						2026						2025
									(in millions)
Power generation and structures and office and other equipment						Depreciation and amortization			$	681					$	417					$	1,550					$	1,393
Finance lease right-of-use assets						Depreciation and amortization			1						2						6						6
Nuclear fuel						Fuel, purchased power costs, and delivery fees			125						129						367						366
Total property, plant, and equipment expense									$	807					$	548					$	1,923					$	1,765

18

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Retirement and Repowering of Generation Facilities

Below are our operating facilities that have an announced retirement date. Operating results for generation facilities with defined retirement dates, excluding facilities that will be repowered to gas-fueled facilities, are included in our Asset Closure segment in the calendar year following the year in which the retirement occurs. The Moss Landing 300 MW and Moss Landing 100 MW battery facilities were transferred to the Asset Closure segment during the first quarter of 2025 and the fourth quarter of 2025, respectively, as we do not plan to return those assets to operations. See Note 9 for additional information.

Facility

Location

ISO/RTO

Fuel Type

Net Capacity (MW)

Expected Coal Retirement Date

Segment

Baldwin

Baldwin, IL

MISO

Coal

1,185

By the end of 2027 (a)

East

Kincaid

Kincaid, IL

PJM

Coal

1,108

By the middle of 2027 (a)

East

Miami Fort

North Bend, OH

PJM

Coal

1,020

By early 2028

East

Newton

Newton, IL

MISO

Coal

615

By the end of 2027 (a)

East

Total

3,928

____________

(a)Expected retirement dates may change if economic or other conditions dictate, or if we are required to continue running the plants for grid reliability reasons.

Coleto Creek in the Texas segment retired as a coal-fueled facility in September 2026 and is being repowered as a gas-fueled facility with an estimated completion date of December 2026. The Company also intends to repower Miami Fort as a gas-fueled facility upon its retirement as a coal-fueled facility. We are currently evaluating the feasibility of repowering the other coal-fueled facilities with expected retirement dates in 2027 to gas-fueled facilities.

Impairment of Long-Lived Assets

For each of the three and nine months ended September 30, 2026, we recognized an impairment loss of $269 million related to the Moss Landing 350 MW battery facility (see Note 9 for additional information). For the three and nine months ended September 30, 2025, we recognized impairment losses of approximately $5 million and $73 million, respectively, related to development projects we have no plans to complete.

In determining the fair value of the Moss Landing 350 MW battery asset group, we utilized the income approach described in ASC 820, Fair Value Measurement.

9.    LOSS EVENTS AND INSURANCE RECOVERIES

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 (the Moss Landing Incident) that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. The Moss Landing complex includes two other battery facilities and a gas plant. The gas plant returned to service in February 2025.

As a result of the Moss Landing Incident, we wrote off the net book value of Moss Landing 300 of approximately $400 million to depreciation expense during the three months ended March 31, 2025. We also determined not to return the Moss Landing 100 MW battery facility to service and recognized an impairment loss of approximately $155 million during the three months ended December 31, 2025. Both facilities were moved to the Asset Closure segment (see Notes 8 and 19 for additional information).

During the three months ended September 30, 2026, we completed our investigation into the cause of the fire. While the investigation provided additional information, management continues to evaluate a potential restart of the Moss Landing 350 MW battery facility and uncertainty remains as to when the facility may return to service. As a result of this continued uncertainty, we performed an impairment analysis using a probability-weighted discounted cash flow approach which resulted in an impairment charge of approximately $269 million during the three months ended September 30, 2026. The facility had a net book value of approximately $37 million as of September 30, 2026.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In July 2025, we entered into an Administrative Settlement Agreement and Order on Consent (ASAOC) with the EPA related to the Moss Landing 300 site, requiring battery removal and remediation activities. Total costs are currently estimated at approximately $175 million, including a $65 million increase recorded during the second quarter of 2026 primarily due to an extended remediation timeline and higher cost estimates. Of the total estimated costs, $105 million had been incurred through September 30, 2026, with the remaining $70 million recorded in other current liabilities in the condensed consolidated balance sheets as of September 30, 2026. Future adjustments will be recognized as a change in estimate in the period new information becomes available.

Additional impacts from the Moss Landing Incident include or may include loss of revenue from the facilities being offline, litigation costs, other negotiated settlements of contracts with counterparties, and additional non-cash impairment losses. See Note 16 for additional information. While we expect revenues in the West segment to decrease relative to 2024 due to the Moss Landing 300 MW and 100 MW battery facilities not returning to service, uncertainty regarding the timing of any potential restart of the Moss Landing 350 MW battery facility, as well as the nature and extent of additional costs that may be incurred related to the Moss Landing Incident, limits our ability to predict the full impact on our 2026 financial statements.

We have filed insurance claims against applicable insurance policies with combined business interruption and property loss limits of approximately $500 million, net of deductibles, all of which has been fully collected as of February 2026.

Martin Lake Unit 1 Incident

On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT (the Martin Lake Incident), 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.

We expect to recover a majority of the expenditures associated with the Martin Lake Incident through property damage insurance and to receive additional business interruption proceeds. Through September 30, 2026, we have realized property damage insurance proceeds of $255 million and business interruption proceeds of $69 million. During the three and nine months ended September 30, 2026, we realized $54 million and $116 million, respectively, of property damage insurance proceeds. In the three and nine months ended September 30, 2026, we realized zero and $22 million, respectively, of business interruption insurance proceeds. We expect to receive additional property damage and business interruption insurance proceeds related to the incident. These additional proceeds will be recorded as income in the period they are realized.

10.    GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS AND LIABILITIES

Goodwill

As of both September 30, 2026 and December 31, 2025, the carrying value of goodwill totaled $2.810 billion, including $2.688 billion allocated to our Retail reporting unit and $122 million allocated to our Texas Generation reporting unit. Goodwill of $1.944 billion is deductible for tax purposes over 15 years on a straight-line basis.

20

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Identifiable Intangible Assets and Liabilities

Identifiable intangible assets are comprised of the following:

						September 30, 2026																		December 31, 2025
Identifiable Intangible Asset						Gross Carrying Amount						Accumulated Amortization						Net						Gross Carrying Amount						Accumulated Amortization						Net
						(in millions)
Retail customer relationships						$	2,173					$	2,094					$	79					$	2,173					$	2,067					$	106
Software and other technology-related assets						753						419						334						656						365						291
Retail and wholesale contracts						369						352						17						369						295						74
Long-term service agreements						18						6						12						18						6						12
Other identifiable intangible assets (a)						426						20						406						628						17						611
Total identifiable intangible assets subject to amortization						$	3,739					$	2,891					848						$	3,844					$	2,750					1,094
Retail trade names (not subject to amortization)																		1,341																		1,341
Total identifiable intangible assets																		$	2,189																	$	2,435

____________

(a)Includes mining development costs and environmental allowances (emissions allowances and renewable energy certificates).

Identifiable intangible liabilities are comprised of the following:

Identifiable Intangible Liability						September 30, 2026						December 31, 2025
						(in millions)
Long-term service agreements						$	90					$	100
Wholesale power and fuel purchase contracts						30						38
Total identifiable intangible liabilities						$	120					$	138

Amortization of finite-lived identifiable intangible assets and liabilities (including the classification in the condensed consolidated statements of operations) consisted of the following:

Identifiable Intangible Assets/Liabilities						Condensed Consolidated Statements of Operations			Three Months Ended September 30,												Nine Months Ended September 30,
									2026						2025						2026						2025
									(in millions)
Retail customer relationships						Depreciation and amortization			$	9					$	23					$	27					$	68
Software and other technology-related assets						Depreciation and amortization			16						17						49						53
Retail and wholesale contracts						Operating revenues/Fuel, purchased power costs, and delivery fees			(2)						(2)						(7)						(6)
Other identifiable intangible assets (a)						Fuel, purchased power costs, and delivery fees/Depreciation and amortization			140						127						346						350
Total intangible asset expense, net									$	163					$	165					$	415					$	465

___________

(a)Amounts include all expenses associated with environmental allowances including expenses accrued to comply with emissions allowance programs and renewable portfolio standards which are presented in fuel, purchased power costs and delivery fees in the condensed consolidated statements of operations. Emissions allowance obligations are accrued as associated electricity is generated and renewable energy certificate obligations are accrued as retail electricity delivery occurs.

21

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Estimated Amortization of Identifiable Intangible Assets

As of September 30, 2026, the estimated aggregate amortization expense of identifiable intangible assets, excluding environmental allowances, for each of the next five fiscal years is as shown below.

Year						Estimated Amortization Expense
						(in millions)
2026						$	179
2027						$	87
2028						$	68
2029						$	49
2030						$	29

11.    COLLATERAL FINANCING AGREEMENT WITH AFFILIATE

In 2023, Vistra Operations entered into a facility agreement with a Delaware trust formed by the Company (the Trust) that sold 450,000 pre-capitalized trust securities (P-Caps) redeemable May 17, 2028 for an initial purchase price of $450 million. The Trust is not consolidated by Vistra. The Trust invested the proceeds from the sale of the P-Caps in a portfolio of either (a) U.S. Treasury securities (Treasuries) or (b) Treasuries and/or principal and interest strips of Treasuries (Treasury Strips, and together with the Treasuries and cash denominated in U.S. dollars, the Eligible Assets). At the direction of Vistra Operations, the Eligible Assets held by the Trust can be (i) delivered to one or more designated subsidiaries of Vistra Operations in order to allow such subsidiaries to use the Eligible Assets to meet certain posting obligations with counterparties, and/or (ii) pledged as collateral support for a letter of credit program.

As of September 30, 2026 and December 31, 2025, the fair value of Eligible Assets held by counterparties to satisfy current and future margin deposit requirements totaled $438 million and $444 million, respectively, and is reported in the condensed consolidated balance sheets as margin deposits posted under affiliate financing agreement and margin deposits financing with affiliate. See Note 10 to the Financial Statements in our 2025 Form 10-K for additional information.

12.    DEBT, CREDIT FACILITIES, AND FINANCINGS

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

			September 30, 2026						December 31, 2025
			(in millions)
Long-term debt, including amounts due currently:
Energy Harbor debt			$	431					$	431
Project-level debt			1,693						1,569
Vistra Operations debt			19,200						15,196
Long-term debt before unamortized premiums, discounts and issuance costs			21,324						17,196
Unamortized premiums, discounts and issuance costs			(178)						(153)
Long-term debt including amounts due currently			$	21,146					$	17,043
Short-term borrowings			$	—					$	1,800
Accounts receivable financing			$	—					$	1,225
Forward repurchase obligation			$	622					$	632

22

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Release of Collateral

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 (as defined below) 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 (as defined below), an investment-grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes (as defined below) were automatically terminated and released in full on April 2, 2026 (Indenture Collateral Release).

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 (as defined below) 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 (Credit Facility Collateral Release). 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.

23

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Long-Term Debt

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

			September 30, 2026						December 31, 2025
			(in millions)
Vistra Operations Term Loan Facility			$	—					$	2,450
BCOP Credit Facility, Bridge Loans			261						367
BCOP Credit Facility, Construction / Term Loans			499						505
Vistra Zero, Term Loan B Facility due April 30, 2031			697						697
Texas Energy Fund (TxEF) Loan, due June 18, 2046			236						—
Vistra Operations Senior Notes:
5.050% Senior Notes, due December 30, 2026 (a)			500						500
3.700% Senior Notes, due January 30, 2027 (a)			800						800
5.625% Senior Notes, due February 15, 2027			—						1,300
5.000% Senior Notes, due July 31, 2027			1,300						1,300
4.300% Senior Notes, due October 15, 2028 (a)			750						750
4.550% Senior Notes, due October 30, 2028			500						—
4.375% Senior Notes, due May 1, 2029			1,250						1,250
4.300% Senior Notes, due July 15, 2029 (a)			800						800
4.600% Senior Notes, due October 15, 2030 (a)			500						500
4.700% Senior Notes, due January 31, 2031			1,000						—
5.000% Senior Notes, due April 30, 2031			1,000						—
7.750% Senior Notes, due October 15, 2031			1,450						1,450
6.875% Senior Notes, due April 15, 2032			1,000						1,000
5.250% Senior Notes, due April 30, 2033			1,000						—
6.950% Senior Notes, due October 15, 2033 (a)			1,050						1,050
6.000% Senior Notes, due April 15, 2034 (a)			500						500
5.700% Senior Notes, due December 30, 2034 (a)			750						750
5.250% Senior Notes, due October 15, 2035 (a)			750						750
5.350% Senior Notes, due January 31, 2036 (a)			1,250						—
5.550% Senior Notes, due April 30, 2036			1,500						—
Total Vistra Operations Senior Notes			17,650						12,700
Vistra Operations Junior Subordinated Notes:
7.000% Series A Junior Subordinated Notes, due March 15, 2057			850						—
7.250% Series B Junior Subordinated Notes, due March 15, 2057			650						—
Total Vistra Operations Junior Subordinated Notes			1,500						—
Energy Harbor Revenue Bonds:
3.375% Revenue Bond, due August 1, 2029			100						100
4.750% Revenue Bonds, due June 1, 2033 and July 1, 2033			285						285
3.750% Revenue Bond, due October 1, 2047			46						46
Total Energy Harbor Revenue Bonds			431						431
Other:
Equipment Financing Agreements			46						46
Other			4						—
Total other long-term debt			50						46
Unamortized debt premiums, discounts and issuance costs			(178)						(153)
Total long-term debt including amounts due currently			21,146						17,043
Less amounts due currently			(2,877)						(1,201)
Total long-term debt less amounts due currently			$	18,269					$	15,842

24

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

___________

(a)The Vistra Operations senior secured notes balances as of December 31, 2025 have been presented to give effect to the Indenture Collateral Release.

Credit Facilities

Our credit facilities and related available capacity as of September 30, 2026 are presented below.

												September 30, 2026
Credit Facilities						Maturity Date						Facility Limit						Borrowings Outstanding						Letters of Credit Outstanding						Available Capacity
												(in millions)
Vistra Operations debt:
Revolving Credit Facility						October 11, 2029						$	5,500					$	—					$	786					$	4,714
Total Vistra Operations Credit Agreement												5,500						—						786						4,714
Commodity-Linked Facility						September 29, 2027						1,750						—						—						1,466
Total Vistra Operations debt												$	7,250					$	—					$	786					$	6,180
Project-level debt:
Bridge Loans						December 3, 2026						$	261					$	261					$	—					$	—
Construction / Term Loans						(a)						499						499						—						—
BCOP Credit Facility												760						760						—						—
Vistra Zero Term Loan B Facility						April 30, 2031						697						697						—						—
TxEF Loan						June 18, 2046						236						236						—						—
Total project-level debt												$	1,693					$	1,693					$	—					$	—
Total credit facilities												$	8,943					$	1,693					$	786					$	6,180

___________

(a)Maturity dates between December 3, 2026 and December 3, 2029. In October 2026, the $297 million of Pulaski construction loans due December 3, 2026 converted to a term loan maturing in December 2029. See additional information in BCOP Project-level Credit Facilities discussion below.

Vistra Operations Credit Facilities

As of September 30, 2026, the Vistra Operations Credit Facilities have aggregate commitments of up to $5.5 billion in revolving credit commitments (including aggregate revolving letter of credit commitments of up to $5.475 billion). These amounts reflect a June 2026 amendment to the Vistra Operations Credit Agreement, which included the following key changes:

						Key Changes
						Increased Revolving Credit Facility commitments from $3.44 billion to $5.5 billion and aggregate revolving letter of credit commitments (included in Revolving Credit Facility commitments) from $3.44 billion to $5.475 billion
						Released each guarantor from its guarantee to the extent related to the Revolving Credit Facility and/or secured cash management agreements
						Removed collateral reinstatement requirements
						Amended, suspended, and/or removed certain covenants, representations, and warranties

Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Borrowings under the Revolving Credit Facility bear interest based on a 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 the corporate family rating or corporate credit rating, as applicable, of Vistra Operations. As of September 30, 2026, 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 applicable fee for undrawn amounts relating to such commitments were 1.750% and 27.5 basis points, respectively, and the fee for the letters of credit issued under the Revolving Credit Facility was 1.750%.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Term Loan Facility — In April 2026, Vistra Operations used a portion of the proceeds from the April 2026 issuance of Vistra Operations senior unsecured notes discussed below to repay the $2.444 billion in outstanding term loan borrowings under the Vistra Operations Credit Agreement (Term Loan Facility). As of September 30, 2026, there are no term loans outstanding under the Vistra Operations Credit Agreement.

Other Information — Prior to the Credit Facility Collateral Release, obligations under the Vistra Operations Credit Agreement were secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions which were set forth in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement included collateral suspension provisions that were satisfied, and the liens securing the Revolving Credit Facility were released in full on April 22, 2026 under the Credit Facility Collateral Release. The Vistra Operations Credit Agreement was amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Credit Agreement and 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, in each case, under the Vistra Operations Credit Agreement.

The Vistra Operations Credit Agreement permits certain hedging agreements to be 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, provided such hedging agreements satisfy the applicable criteria set forth therein.

The Vistra Operations Credit Agreement contains 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, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Agreement. Certain other negative covenants, including restrictions on Vistra Operations' (and its restricted subsidiaries') ability to make investments or pay dividends, apply if the applicable rating agencies withdraw the investment grade ratings or downgrade the applicable ratings below investment grade. 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 total net leverage ratio. Vistra Operations' ability to borrow under the Revolving Credit Facility is subject to the satisfaction of certain customary conditions precedent set forth therein.

The Vistra Operations Credit Agreement provides 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 Agreement or ancillary loan documents, cross-defaults under other agreements or instruments and the existence of material unpaid (or unstayed) judgments against Vistra Operations and, to the extent applicable, certain of its subsidiaries. Upon the existence of an event of default, the Vistra Operations Credit Agreement provides that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders.

Vistra Operations Commodity-Linked Revolving Credit Facility

As of September 30, 2026, Vistra Operations' commodity-linked revolving credit 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. As of September 30, 2026, the borrowing base of $1.466 billion is lower than the facility limit which represents the aggregate commitments of $1.75 billion. Amendments to the Vistra Operations Commodity-Linked Credit Agreement in June 2026 and September 2026 included the following key changes:

Amendment Date

Key Changes

June 2026

Released each guarantor from its guarantee

Made certain amendments consistent with the amendments to the Vistra Operations Credit Agreement

September 2026

Extended the maturity date to September 29, 2027

Made certain additional amendments consistent with the amendments to the Vistra Operations Credit Agreement

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Prior to the Credit Facility Collateral Release, obligations under the Commodity-Linked Facility were secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions which were set forth in the Vistra Operations Commodity-Linked Credit Agreement. The Vistra Operations Commodity-Linked Credit Agreement included collateral suspension provisions that were satisfied, and the liens were released in full in April 2026. The Vistra Operations Commodity-Linked Credit Agreement was amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Commodity-Linked Credit Agreement.

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 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 September 30, 2026, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margin for borrowings outstanding under the Commodity-Linked Facility was 1.750% and the fee on any undrawn amounts with respect to the Commodity-Linked Facility was 27.5 basis points.

The Vistra Operations Commodity-Linked Credit Agreement provides for affirmative covenants, negative covenants and a springing financial covenant, in each case, substantially consistent with those contained in the Vistra Operations Credit Agreement.

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).

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 5.448% as of September 30, 2026. 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. As of September 30, 2026, the outstanding Bridge Loan for the Pulaski solar generation facility totaled $261 million with scheduled maturity in December 2026.

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. As of September 30, 2026, construction loans outstanding for the Pulaski project totaled $297 million with a maturity date in December 2026 and term loans outstanding for the Baldwin, Coffeen, and Oak Hill projects totaled $202 million and mature in December 2029. In October 2026, the $297 million of Pulaski construction loans converted to a term loan maturing in December 2029. Letters of credit outstanding under the Debt Service Reserve facility supporting the term loans totaled $13 million.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 5.589% as of September 30, 2026. 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.

Obligations under the BCOP Credit Agreement are guaranteed by subsidiaries of BCOP and secured by substantially all of the assets of BCOP and its subsidiaries, including the equity interests in BCOP and 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 (Vistra Zero Term Loan B Facility) of $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.

Interest on the Vistra Zero 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 rate before taking into consideration interest rate swaps on outstanding borrowings of $697 million was 5.901% as of September 30, 2026.

The Vistra Zero Credit Agreement contains customary covenants and representations and warranties which are generally consistent in scope with the Vistra Operations Credit Agreement (prior to the June 2026 amendment), except that there is no financial maintenance covenant in the Vistra Zero Credit Agreement.

Obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating and secured by substantially all of the assets of Vistra Zero Operating and its subsidiaries, including the equity interests in Vistra Zero Operating and subsidiaries of Vistra Zero Operating, but are otherwise non-recourse to Vistra Operations and its other subsidiaries.

Texas Energy Fund (TxEF) Loan

In June 2026, Permian Power entered into a $583 million loan agreement with the TxEF to finance the development of an 860 MW natural gas-fueled peaking plant in west Texas (TxEF Loan). The 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.

The TxEF Loan is secured by substantially all of the assets of Permian Power, including the equity interests in Permian Power, but is otherwise non-recourse to Vistra Operations and its other subsidiaries.

Letter of Credit Facilities

Vistra Operations Letter of Credit Facilities

Between August 2020 and August 2026, we entered into uncommitted standby letter of credit facilities with various banks (each, a LOC Facility and collectively, the LOC Facilities). The LOC Facilities entered into prior to the Credit Facility Collateral Release were previously secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranked pari passu with the obligations under the Vistra Operations Credit Agreement), and such lien was released in connection with the Credit Facility Collateral Release. The LOC Facilities do not have stated expiration dates and are used for general corporate purposes. As of September 30, 2026, $1.758 billion of letters of credit were outstanding under the LOC Facilities.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 September 30, 2026, the total capacity was $760 million and $706 million of letters of credit were outstanding under the Alternative LOC Facilities. In May 2026, the termination date applicable to the commitments under the Alternative LOC Facilities was extended from December 2028 to June 2031. 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 include 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 total net leverage ratio not to exceed 5.50 to 1.00. In addition, each of the 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 LOC Facilities that include a collateral suspension mechanism or LOC Facilities entered into after the Credit Facility Collateral Release, the consolidated total net leverage ratio not to exceed 5.50 to 1.00. As of September 30, 2026, we were in compliance with the Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and LOC Facilities financial covenants.

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 or Energy Harbor Nuclear Generation LLC (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 Notes

Vistra Operations has historically issued and sold 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 governing the Senior Unsecured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) previously provided for the full and unconditional guarantee of the Senior Unsecured Notes by certain current and future subsidiaries of Vistra Operations for so long as they guarantee the Vistra Operations Credit Facilities (Guarantor Subsidiaries). Immediately following the release of the guarantees under the Vistra Operations Credit Facilities in connection with the June 2026 amendments to the Vistra Operations Credit Agreement, the guarantees of the Senior Unsecured Notes by the Guarantor Subsidiaries were automatically released in accordance with the terms of the Vistra Operations Senior Unsecured Indentures. The Vistra Operations Senior Unsecured Indentures contain customary covenants and restrictions, including, among others, limitations on the ability of Vistra Operations and its subsidiaries to incur certain liens, merge or consolidate, and sell all or substantially all of their assets.

Vistra Operations also issued and sold 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 governing the Senior Secured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) previously provided for the full and unconditional guarantee by the Guarantor Subsidiaries for so long as they guarantee the Vistra Operations Credit Facilities. Immediately following the release of the guarantees under the Vistra Operations Credit Facilities in connection with the June 2026 amendment to the Vistra Operations Credit Agreement, the guarantees of the Senior Secured Notes by the Guarantor Subsidiaries were automatically released in accordance with the terms of the Vistra Operations Senior Secured Indenture. The Senior Secured Notes were secured by a first-priority security interest in substantially the same collateral pledged to secure the obligations under the Vistra Operations Credit Agreement and contained covenants and other provisions generally consistent with those credit facilities.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

2026 Vistra Operations Senior Notes Issuances and Redemptions

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 and $1.250 billion aggregate principal amount of 5.350% senior secured notes due 2036 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, were or will be used (i) to fund a portion of the consideration for the Cogentrix Acquisition (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 April 2026, Vistra Operations issued $4.0 billion aggregate principal amount of senior unsecured notes, consisting of $500 million aggregate principal amount of 4.550% senior unsecured notes due 2028, $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2031, $1.0 billion aggregate principal amount of 5.250% senior unsecured notes due 2033, and $1.5 billion aggregate principal amount of 5.550% senior unsecured notes due 2036 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 30 and October 30 beginning October 30, 2026. Net proceeds totaling approximately $3.968 billion were used to repay or redeem existing indebtedness, including the Company's 5.625% Senior Notes due 2027 and the Term Loan Facility, and to pay fees and expenses related to the offering. Excess net proceeds will be used for general corporate purposes.

In connection with the April 2026 issuance of senior unsecured notes, Vistra and Vistra Operations entered into a registration rights agreement with the initial purchasers pursuant to which Vistra Operations agreed to use commercially reasonable efforts to cause to be filed within a specified period of time (i) a registration statement on an appropriate registration form with the SEC with respect to a registered offer by Vistra Operations to exchange each series of the notes and the subsidiary guarantees for new registered notes (Exchange Notes) containing terms substantially similar to the notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate upon a registration default and are expected to be irrevocably and unconditionally guaranteed on a senior unsecured basis by Vistra), or (ii) under specified circumstances, a shelf registration with respect to resales of each series of the notes and the related guarantees.

Vistra Operations Junior Subordinated Notes

In September 2026, Vistra Operations issued $850 million aggregate principal amount of Series A junior subordinated notes due 2057 (Series A Notes) and $650 million aggregate principal amount of Series B junior subordinated notes due 2057 (Series B Notes and, together with the Series A Notes, the Junior Subordinated 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.

The Series A Notes bear interest at an annual rate of 7.000% from September 24, 2026 through, but excluding, the first reset date of March 15, 2032. On and after the first reset date, the interest rate on the Series A Notes will be adjusted based on the Five-Year U.S. Treasury Rate plus a spread of 2.253% per annum, provided that the interest rate for each reset period will not reset below 7.000%. The Series B Notes bear interest at an annual rate of 7.250% from September 24, 2026 through, but excluding, the first reset date of March 15, 2037. On and after the first reset date, the interest rate on the Series B Notes will be adjusted based on the Five-Year U.S. Treasury Rate plus a spread of 2.296% per annum, provided that the interest rate for each reset period will not reset below 7.250%.

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.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 July 2026, the Receivables Facility was amended to extend the term of the Receivables Facility to July 2027 while increasing the purchase limit from $1.1 billion to $1.25 billion.

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 an indirect subsidiary of Vistra and an originator under the Receivables Facility (Originators), each sells and/or contributes, 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 receivable financing in the condensed consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the condensed 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 September 30, 2026, there were no outstanding borrowings under the Receivables Facility. As of December 31, 2025, outstanding borrowings under the Receivables Facility totaled $1.1 billion.

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 2026, the Repurchase Facility was renewed until July 2027 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 the 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 of one 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 September 30, 2026, there were no outstanding borrowings under the Repurchase Facility. Outstanding borrowings were $125 million under the Repurchase Facility as of December 31, 2025.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Forward Repurchase Obligation

On September 18, 2024, Vistra Operations and Vistra Vision Holdings I LLC, an indirect wholly owned subsidiary of Vistra Operations (Vistra Vision Holdings), entered into separate Unit Purchase Agreements (the UPAs) with Nuveen Asset Management, LLC (Nuveen) and Avenue Capital Management II, L.P. (Avenue), pursuant to which Vistra Vision Holdings agreed to purchase Nuveen's and Avenue's combined 15% noncontrolling interest in Vistra Vision for approximately $3.2 billion in cash. The UPAs were amended prior to close to accelerate principal payments to Avenue and certain Nuveen noncontrolling interest holders. 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 its 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 2026, Vistra made scheduled installment payments to reduce the forward repurchase obligation by $38 million, including $19 million of principal and $19 million of interest. A final principal and interest payment totaling $631 million is due to Nuveen on December 31, 2026.

The present value of the remaining payment obligations to Nuveen discounted at 6% totaled $622 million and $632 million at September 30, 2026 and December 31, 2025, respectively, and is included in forward repurchase obligation due currently in the condensed consolidated balance sheets.

Interest Expense and Related Charges

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Interest expense			$	282					$	272					$	839					$	819
Unrealized mark-to-market net (gains) losses on interest rate swaps			(24)						10						(31)						84
Amortization of debt issuance costs, discounts, and premiums			11						11						32						33
Debt extinguishment loss			—						—						35						—
Capitalized interest			(41)						(30)						(123)						(86)
Other			26						23						77						58
Total interest expense and related charges			$	254					$	286					$	829					$	908

The weighted-average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps in effect at the time, was 5.21% as of September 30, 2025.

13.    DERIVATIVES

We utilize derivative instruments, such as options, swaps, futures and forward contracts, to manage our exposure to commodity price and interest rate volatility. Counterparties to these transactions include energy companies, financial institutions, electric utilities, independent power producers, fuel oil and natural gas producers, local distribution companies, and energy marketing companies.

Commodity Derivatives

We utilize financial natural gas and financial and physical electricity derivatives to reduce exposure to changes in electricity prices primarily to hedge future revenues from electricity sales from our generation assets. Financial transmission rights and congestion revenue rights are derivative instruments we utilize to hedge electricity price differences between settlement points within regions. Gains and losses associated with these derivatives are reported in the condensed consolidated statements of operations in operating revenues.

We utilize physical natural gas, coal, emissions, and renewable energy certificate derivatives primarily to hedge future purchased power costs of our retail operations or fuel costs of our generation assets. Gains and losses associated with these derivatives are reported in the condensed consolidated statements of operations in fuel, purchased power costs, and delivery fees.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Our Retail segment procures power from our generation segments to serve future load obligations. In locations and periods where our load service activities do not naturally offset existing generation portfolio risks, remaining commodity price exposure is managed through portfolio hedging activities.

Interest Rate Swaps

Interest rate swap agreements are used to reduce exposure to interest rate changes by converting floating interest rates to fixed rates, thereby hedging future interest costs and related cash flows. Gains and losses associated with these derivatives are reported in the condensed consolidated statements of operations in interest expense and related charges.

Our interest rate swaps as of September 30, 2026 include:

						Notional Amount (Net of Amortization)						Expiration Date						Rate Range (b)
						(in millions, except percentages)
Swapped to fixed (a)						$411						March, July and October 2045						3.95		%	-			4.09%

____________

(a)In March 2025, May 2025, and July 2025, BCOP entered into interest rate swaps with notional amounts of approximately $108 million, $70 million and $238 million, respectively. These swaps are effective as of April 2025, October 2025, and October 2026, and will expire in March 2045, October 2045, and July 2045, respectively. These swaps are intended to hedge BCOP's exposure on approximately $411 million of floating rate Construction/Term Loan Facility commitments issued under the BCOP Credit Agreement (see Note 12 for additional information).

(b)The rate range reflects the fixed leg of each swap at the applicable Term SOFR rate.

On October 26, 2026, Vistra Operations entered into $1.0 billion notional amount of interest rate swaps to reduce our interest rate exposure on $1.0 billion of expected future fixed rate debt issuances. The interest rate swaps are effective on January 31, 2027 and expire on January 31, 2037.

In April 2026, we settled and terminated Vistra Operations' $700 million of pay variable rate and receive fixed rate swaps and $3.0 billion pay fixed rate and receive variable rate swaps expiring July 2026 and $2.3 billion of pay fixed rate and receive variable rate swaps effective from August 2026 through December 2030. In the second quarter of 2026, we recognized a settlement gain of $11 million on the settlement and termination recorded in interest expense and related charges in the condensed consolidated statements of operations.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheets

We maintain standardized master netting agreements with certain counterparties that allow for the right to offset accounts payable, accounts receivable, and cash collateral paid in order to reduce credit exposure. The following tables reconcile our gross derivative assets and liabilities as reported in the condensed consolidated balance sheets to the net value on a contract basis, after taking into consideration netting arrangements with counterparties and cash collateral recorded.

			September 30, 2026
			Derivative Contract Assets												Derivative Contract Liabilities
			Commodity Contracts						Interest Rate Swaps						Commodity Contracts						Interest Rate Swaps						Total
			(in millions)
Current assets			$	3,770					$	1					$	3					$	—					$	3,774
Noncurrent assets			411						26						3						—						440
Current liabilities			(1)						—						(4,935)						—						(4,936)
Noncurrent liabilities			(3)						—						(1,165)						—						(1,168)
Net assets (liabilities)			$	4,177					$	27					$	(6,094)					$	—					$	(1,890)
Offsetting instruments (a)			(3,499)						—						3,499						—						—
Financial collateral (received) pledged (b)			(122)						—						1,181						—						1,059
Net amounts			$	556					$	27					$	(1,414)					$	—					$	(831)

			December 31, 2025
			Derivative Contract Assets												Derivative Contract Liabilities
			Commodity Contracts						Interest Rate Swaps						Commodity Contracts						Interest Rate Swaps						Total
			(in millions)
Current assets			$	2,778					$	10					$	5					$	—					$	2,793
Noncurrent assets			396						8						1						—						405
Current liabilities			—						(1)						(4,038)						(10)						(4,049)
Noncurrent liabilities			(2)						—						(1,716)						(11)						(1,729)
Net assets (liabilities)			$	3,172					$	17					$	(5,748)					$	(21)					$	(2,580)
Offsetting instruments (a)			(2,622)						(10)						2,622						10						—
Financial collateral (received) pledged (b)			(7)						—						891						—						884
Net amounts			$	543					$	7					$	(2,235)					$	(11)					$	(1,696)

____________

(a)Amounts presented exclude trade accounts receivable and payable related to settled financial instruments.

(b)Represents cash amounts received or pledged pursuant to a master netting arrangement, including initial and fair value-based margin requirements.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Effect of Derivative Instruments in the Condensed Consolidated Statements of Operations

The following table summarizes the location and amount of unrealized gains and losses from our derivative instruments recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:

Derivative (condensed consolidated statements of operations presentation)			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Reversals of previously recognized unrealized (gain) loss on derivative instruments:
Commodity contracts unrealized loss in operating revenues (a)			$	619					$	735					$	986					$	878
Commodity contracts unrealized (gain) loss in fuel, purchased power costs, and delivery fees (a)			(14)						11						12						3
Interest rate swaps unrealized gain in interest expense and related charges			—						(5)						(14)						(16)
Total reversals of previously recognized unrealized loss on derivative instruments			$	605					$	741					$	984					$	865
Unrealized net gain (loss) from changes in fair value on derivative instruments:
Commodity contracts unrealized loss in operating revenues			$	(100)					$	(573)					$	(393)					$	(1,179)
Commodity contracts unrealized gain (loss) in fuel, purchased power costs, and delivery fees			54						11						205						(69)
Interest rate swaps unrealized gain (loss) in interest expense and related charges			24						(5)						45						(68)
Total unrealized net loss from change in fair value on derivative instruments			$	(22)					$	(567)					$	(143)					$	(1,316)
Net unrealized gain (loss) on derivative instruments			$	583					$	174					$	841					$	(451)

____________

(a)Excludes the realized effects of changes in fair value in the month the position settled, amounts related to positions entered into and settled in the same month, and physical retail and wholesale contracts accounted for as derivatives that did not financially settle but were realized at the contract's notional and price. The realized effects of these items are included in operating revenues and fuel, purchased power costs, and delivery fees.

Derivative Volumes

The following table presents the gross notional amounts of derivative volumes by commodity, excluding our normal purchases and normal sales derivatives that are not recorded at fair value:

						September 30, 2026						December 31, 2025
Derivative type						Notional Volume												Unit of Measure
Natural gas						4,003						3,742						Million MMBtu
Electricity						887,906						996,777						GWh
Financial transmission rights / Congestion revenue rights						249,962						249,400						GWh
Coal						22						22						Million U.S. tons
Fuel oil						54						8						Million gallons
Emissions						32						13						Million U.S. tons
Renewable energy certificates						23						31						Million certificates
Interest rate swaps – variable/fixed						$	411					$	5,716					Million U.S. dollars
Interest rate swaps – fixed/variable						$	—					$	700					Million U.S. dollars

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Credit Risk-Related Contingent Features of Derivatives

Our derivative contracts may contain certain credit risk-related contingent features that could trigger liquidity requirements in the form of cash collateral, letters of credit or some other form of credit enhancement. Certain of these agreements may require the posting of additional collateral if our credit rating is downgraded by one or more credit rating agencies or include cross-default contractual provisions that could result in the settlement of such contracts if there was a failure under other financing arrangements related to payment terms or other covenants.

The following table presents the commodity derivative liabilities subject to credit risk-related contingent features that are not fully collateralized:

			September 30, 2026						December 31, 2025
			(in millions)
Fair value of derivative contract liabilities (a)			$	(1,515)					$	(1,822)
Offsetting fair value under netting arrangements (b)			439						528
Cash collateral and letters of credit			218						331
Liquidity exposure			$	(858)					$	(963)

____________

(a)Excludes fair value of contracts that contain contingent features that do not provide specific amounts to be posted if features are triggered, including provisions that generally provide the right to request additional collateral (material adverse change, performance assurance and other clauses).

(b)Amounts include the offsetting fair value of in-the-money derivative contracts and net accounts receivable under master netting arrangements.

Concentrations of Credit Risk Related to Derivatives

We have concentrations of credit risk with the counterparties to our derivative contracts that increase the risk that a default by any of our counterparties could have a material effect on our financial condition, results of operations and liquidity. We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies authorize specific risk mitigation procedures including, but not limited to, (i) requiring counterparties to have investment-grade credit ratings, (ii) use of standardized master agreements with our counterparties that allow for netting of positive and negative exposures, and (iii) credit enhancements (such as parent guarantees, letters of credit, surety bonds, liens on assets and margin deposits) that are required in the event of a material downgrade in their credit rating.

						September 30, 2026
						(in millions, except percentages)
Credit risk exposure to derivative contract counterparties:
Gross exposure						$	4,624
Net exposure (a)						$	838
Largest net exposure from any single counterparty (a)						$	152
Percent of credit risk exposure to derivative contract counterparties related to banking and financial sector:
Gross exposure						82		%
Net exposure (a)						30		%

____________

(a)Exposure after giving effect to netting arrangements, setoff provisions, and collateral.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

14.    FAIR VALUE MEASUREMENTS

Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect our own market assumptions. We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy as defined by GAAP:

•Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•Level 2 valuations use over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means, and other valuation inputs such as interest rates and yield curves observable at commonly quoted intervals.

•Level 3 valuations use unobservable inputs for the asset or liability, typically reflecting our estimate of assumptions that market participants would use in pricing the asset or liability. The fair value is therefore determined using model-based techniques, including discounted cash flow models.

The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis consisted of commodity contracts, interest rate swaps accounted for as derivatives, and NDT investments. See Note 13 for additional information on our derivative positions.

NDT Investments — NDT investments include debt, equity, and other securities held for the purpose of funding the future retirement and decommissioning of our nuclear generation facilities consistent with investment rules established by the NRC and the PUCT. The NDT investments are included in investments in the condensed consolidated balance sheets. There were no significant concentrations of credit risk from an individual counterparty or groups of counterparties in our NDT portfolio as of September 30, 2026.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Assets and liabilities measured at fair value on a recurring basis consisted of the following at the respective balance sheet dates shown below:

			September 30, 2026																														December 31, 2025
			Level 1						Level 2						Level 3						Reclass (a)						Total						Level 1						Level 2						Level 3						Reclass (a)						Total
			(in millions)
Assets:
Commodity contracts			$	3,242					$	530					$	405					$	10					$	4,187					$	2,162					$	437					$	573					$	8					$	3,180
Interest rate swaps			—						27						—						—						27						—						17						—						1						18
NDTs – equity securities (b)			1,896						—						—												1,896						1,761						—						—												1,761
NDTs – debt securities (c)			78						2,274						—												2,352						117						1,971						—												2,088
Sub-total			$	5,216					$	2,831					$	405					$	10					8,462						$	4,040					$	2,425					$	573					$	9					7,047
Assets measured at net asset value (d):
NDTs – equity securities (b)																											456																														806
NDTs - debt securities (c)																											357																														329
NDTs - other investments																											115																														28
Total assets																											$	9,390																													$	8,210
Liabilities:
Commodity contracts			$	4,214					$	740					$	1,140					$	10					$	6,104					$	3,060					$	846					$	1,842					$	8					$	5,756
Interest rate swaps			—						—						—						—						—						—						21						—						1						22
Total liabilities			$	4,214					$	740					$	1,140					$	10					$	6,104					$	3,060					$	867					$	1,842					$	9					$	5,778

___________

(a)Fair values are determined at the individual contract level. As certain contracts give rise to both asset and liability positions, reclassification adjustments are required to reconcile these amounts to the gross presentation in the condensed consolidated balance sheets.

(b)The investment objective for NDT equity securities is to invest tax efficiently and to match the performance of the S&P 500 and Russell 3000 Indices for U.S. equity investments and the MSCI EAFE and MSCI All Country World ex-US Indices for non-U.S. equity investments.

(c)The investment objective for NDT debt securities is to invest in a diversified, high-quality, tax-efficient portfolio. The debt securities are weighted with government and investment-grade corporate bonds. Other investable debt securities include, but are not limited to, municipal bonds, high-yield bonds, securitized bonds, non-U.S. developed bonds, emerging market bonds, loans and treasury inflation-protected securities. The debt securities had an average coupon rate of 4.30% and 4.02% as of September 30, 2026 and December 31, 2025, respectively, and an average maturity of eight years as of each of September 30, 2026 and December 31, 2025, respectively. NDT debt securities held as of September 30, 2026 mature as follows: $842 million in one to five years, $1.289 billion in five to 10 years and $578 million after 10 years.

(d)Net asset value is a practical expedient used for the classification of assets that do not have readily determinable fair values and therefore are not classified in the fair value hierarchy.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables present the fair value of Level 3 assets and liabilities by major contract type and the significant unobservable inputs used in the valuations as of September 30, 2026 and December 31, 2025:

September 30, 2026
						Fair Value
Contract Type (a)						Assets						Liabilities						Total, Net						Valuation Technique						Significant Unobservable Input						Range (b)												Average (b)
						(in millions)
Electricity purchases and sales						$	119					$	(1,019)					$	(900)					Income Approach						Hourly price curve shape (c)						$—			to			$85						$43
																																				MWh
																														Illiquid delivery periods for hub power prices (d)						$30			to			$145						$88
																																				MWh
																														Market Heat Rates (d)						$35			to			$95						$65
																																				MWh
Options						98						(52)						46						Option Pricing Model						Natural gas to power correlation (e)						15%			to			100%						58%
																														Power and natural gas volatility (e)						5%			to			820%						413%
Financial transmission rights/Congestion revenue rights						149						(51)						98						Market Approach (f)						Illiquid price differences between settlement points (g)						$(45)			to			$15						$(15)
																																				MWh
Natural gas						30						(17)						13						Income Approach						Natural gas basis (h)						$(2)			to			$17						$8
																																				MMBtu
																														Illiquid delivery periods (i)						$3			to			$5						$4
																																				MMBtu
Other (j)						9						(1)						8
Total						$	405					$	(1,140)					$	(735)

December 31, 2025
						Fair Value
Contract Type (a)						Assets						Liabilities						Total, Net						Valuation Technique						Significant Unobservable Input						Range (b)												Average (b)
						(in millions)
Electricity purchases and sales						$	269					$	(1,607)					$	(1,338)					Income Approach						Hourly price curve shape (c)						$—			to			$95						$48
																																				MWh
																														Illiquid delivery periods for hub power prices (d)						$25			to			$135						$80
																																				MWh
																														Market Heat Rates (d)						$25			to			$130						$78
																																				MWh
Options						—						(177)						(177)						Option Pricing Model						Natural gas to power correlation (e)						15%			to			100%						58%
																														Power and natural gas volatility (e)						5%			to			1,120%						563%
Financial transmission rights/Congestion revenue rights						277						(34)						243						Market Approach (f)						Illiquid price differences between settlement points (g)						$(12)			to			$25						$7
																																				MWh
Natural gas						16						(24)						(8)						Income Approach						Natural gas basis (h)						$(2)			to			$14						$6
																																				MMBtu
																														Illiquid delivery periods (i)						$3			to			$5						$4
																																				MMBtu
Other (j)						11						—						11
Total						$	573					$	(1,842)					$	(1,269)

____________

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(a)(i) Electricity purchase and sales contracts include power and Heat Rate positions in ERCOT, PJM, ISO-NE, NYISO, MISO, and CAISO regions, (ii) Options consist of physical electricity options, spread options, and natural gas options, (iii) Forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points are referred to as CRRs in ERCOT and FTRs in PJM, ISO-NE, NYISO, and MISO regions, and (iv) Natural gas contracts include swaps and forward contracts.

(b)The range of the inputs may be influenced by factors such as time of day, delivery period, season, and location. The average represents the arithmetic average of the underlying inputs and is not weighted by the related fair value or notional amount.

(c)Primarily based on the historical range of forward average hourly ERCOT North Hub and ERCOT South and West Zone prices.

(d)Primarily based on historical forward ERCOT and PJM power prices and ERCOT Heat Rate variability.

(e)Primarily based on the historical forward correlation and volatility within ERCOT and PJM.

(f)While we use the market approach, there is insufficient market data for the inputs to the valuation to consider the valuation liquid.

(g)Primarily based on the historical price differences between settlement points within ERCOT hubs and load zones.

(h)Primarily based on the historical forward PJM and Northeast natural gas basis prices and fixed prices.

(i)Primarily based on the historical forward natural gas fixed prices.

(j)Other includes contracts for coal and environmental allowances.

The following table presents the changes in fair value of Level 3 assets and liabilities:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net liability balance at beginning of period			$	(1,223)					$	(884)					$	(1,269)					$	(752)
Total unrealized valuation gains (losses)			301						(299)						300						(443)
Purchases, issuances and settlements (a):
Purchases			27						94						132						226
Issuances			(29)						(4)						(49)						(10)
Settlements			45						(12)						75						(103)
Transfers into Level 3 (b)			(4)						1						(58)						(4)
Transfers out of Level 3 (c)			148						157						134						139
Net change			488						(63)						534						(195)
Net liability balance at end of period			$	(735)					$	(947)					$	(735)					$	(947)
Unrealized valuation gains (losses) relating to instruments held at end of period			$	316					$	(340)					$	201					$	(519)

____________

(a)Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received, including CRRs and FTRs.

(b)Transfers into Level 3 include instruments for which significant valuation inputs became unobservable due to changes in market conditions. All transfers into Level 3 during the periods presented were from Level 2. For the three and nine months ended September 30, 2026, transfers into Level 3 primarily consisted of power derivatives for which forward pricing inputs became unobservable. For the three and nine months ended September 30, 2025, transfers into Level 3 primarily consist of power and natural gas derivatives for which forward pricing inputs became unobservable.

(c)Transfers out of Level 3 include instruments for which previously unobservable valuation inputs became observable. All transfers out of Level 3 during the periods presented were to Level 2. For the three and nine months ended September 30, 2026, transfers out of Level 3 primarily consisted of power and natural gas derivatives for which forward pricing inputs became observable. For the three months ended September 30, 2025, transfers out of Level 3 primarily consist of power and natural gas derivatives for which forward pricing inputs became observable. For the nine months ended September 30, 2025, transfers out of Level 3 primarily consisted of power, natural gas, and coal derivatives for which forward pricing inputs became observable.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets and liabilities can include inventories, assets acquired and liabilities assumed in business combinations, goodwill and other long-lived assets that are written down to fair value when they are determined to be impaired or held for sale.

The Lotus Acquisition was accounted for under the acquisition method which requires all assets acquired and liabilities assumed in the acquisition be recorded at fair value at the acquisition date. See Note 2 for additional information.

For each of the three and nine months ended September 30, 2026, we recognized an impairment loss of $269 million related to the Moss Landing 350 MW battery facility which was determined to be a Level 3 fair value measurement. See Note 8 for additional information.

Fair Value of Debt

												September 30, 2026												December 31, 2025
Instrument:						Fair Value Hierarchy						Carrying Amount						Fair Value						Carrying Amount						Fair Value
												(in millions)
Long-term debt under the Vistra Operations Term Loan Facility						Level 2						$	—					$	—					$	2,417					$	2,459
BCOP Credit Facility						Level 3						749						760						859						872
Vistra Zero Term Loan B Facility						Level 2						688						692						687						688
TxEF Loan						Level 3						235						236						—						—
Vistra Operations Senior Notes						Level 2						17,526						17,164						12,620						12,955
Vistra Operations Junior Subordinated Notes						Level 2						1,481						1,501						—						—
Energy Harbor Revenue Bonds						Level 2						417						409						416						433
Equipment Financing Agreements						Level 3						50						50						45						45
Forward Repurchase Obligation						Level 3						622						622						632						632

We determine fair value for instruments classified as Level 2 and Level 3 using valuation methodologies consistent with the fair value measurements discussion above.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

15.    ASSET RETIREMENT OBLIGATIONS

Our AROs primarily relate to nuclear generation plant decommissioning, land reclamation related to lignite mining, remediation or closure of coal ash basins, and generation plant disposal costs. AROs are based on legal obligations associated with enacted law, regulatory, or contractual retirement requirements for which decommissioning timing and cost estimates are reasonably estimable.

The following table summarizes the changes to our current and noncurrent ARO liabilities for the nine months ended September 30, 2026 and 2025:

			Nine Months Ended September 30, 2026																		Nine Months Ended September 30, 2025
			Nuclear Plant Decommissioning						Land Reclamation, Coal Ash, and Other						Total						Nuclear Plant Decommissioning						Land Reclamation, Coal Ash, and Other						Total
			(in millions)
Liability at beginning of period			$	3,374					$	842					$	4,216					$	3,240					$	838					$	4,078
Accretion (a)			123						21						144						114						30						144
Adjustment for change in estimates (b)			—						(5)						(5)						11						(26)						(15)
Payments			—						(58)						(58)						—						(61)						(61)
Liability at end of period			3,497						800						4,297						3,365						781						4,146
Less amounts due currently			—						(201)						(201)						—						(202)						(202)
Noncurrent liability at end of period			$	3,497					$	599					$	4,096					$	3,365					$	579					$	3,944

____________

(a)For the nine months ended September 30, 2026 and 2025, nuclear plant decommissioning accretion includes $75 million and $70 million, respectively, of accretion expense recognized in operating costs in the condensed consolidated statements of operations and $48 million and $44 million, respectively, reflected as a change in regulatory liability in the condensed consolidated balance sheets.

(b)There is a corresponding non-cash change in property, plant, and equipment related to land, reclamation, coal ash, and other ARO adjustments of $(7) million and $(14) million for the nine months ended September 30, 2026 and 2025, respectively.

Nuclear Decommissioning AROs

AROs for nuclear generation decommissioning relate to the Comanche Peak plant in ERCOT and the PJM nuclear facilities. To estimate our nuclear decommissioning obligations we use a discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning methods and is based on decommissioning cost studies, cost escalation rates, probabilistic cash flow models, and discount rates.

As of September 30, 2026 and December 31, 2025, the carrying value of our ARO related to our Comanche Peak nuclear generation facility decommissioning totaled $1.885 billion and $1.838 billion, respectively, which is lower than the fair value of the assets contained in the Comanche Peak NDT of $2.688 billion and $2.589 billion, respectively. As of September 30, 2026 and December 31, 2025, the difference between the carrying value of the ARO and the NDT represents a regulatory liability of $803 million and $751 million, respectively, recorded to the condensed consolidated balance sheets in other noncurrent liabilities and deferred credits since any excess funds in the NDT after decommissioning our Comanche Peak plant would be refunded to Oncor.

The carrying value of our ARO for our PJM nuclear facilities was recorded at fair value on the date of the closing of our merger with Energy Harbor in March 2024. ARO accretion expense attributable to the PJM nuclear facilities is reflected in operating costs in the condensed consolidated statements of operations. ARO estimates for the PJM nuclear facilities will be evaluated on an individual unit basis at least every five years unless triggering events warrant a more frequent review. Any changes in ARO estimates are recorded as an increase or decrease in ARO liability along with a corresponding change to asset retirement cost asset within property, plant, and equipment in the condensed consolidated balance sheets; however, if the ARO estimate decreases by more than the remaining ARO asset, the balance of the change is recorded as a reduction to operating costs in the condensed consolidated statement of operations.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

16.    COMMITMENTS AND CONTINGENCIES

Helix Fund Contractual Commitments

See Note 7 for additional information regarding the Company's investment in the Helix Fund where the Company committed up to $1 billion to the Helix Fund.

Letters of Credit, Surety Bonds, and Collateral Support Obligation

Letters of Credit

As of September 30, 2026, we had outstanding letters of credit totaling $3.250 billion as follows:

•$2.670 billion to support commodity risk management and collateral requirements in the normal course of business, including over-the-counter and exchange-traded transactions, various long-term PPAs, and $776 million of collateral postings with ISOs/RTOs;

•$305 million to support battery and solar development projects;

•$110 million to support ASAOC requirements with the EPA (see Note 9 for additional information);

•$86 million to support our REP financial requirements with the PUCT;

•$18 million to support executory contracts and insurance agreements; and

•$61 million for other credit support requirements.

Surety Bonds

Surety bonds provide financial performance assurance to third parties on behalf of certain Company subsidiaries for obligations under various contracts and legal obligations in the normal course of business. In the event of nonperformance by the applicable subsidiary, the beneficiary would make a claim to the surety, and the Company would be required to reimburse any payment by the surety. Our liability with respect to any particular surety bond is released once the obligations secured by the surety bond are performed. As of September 30, 2026, we had outstanding surety bonds totaling $1.016 billion, including $81 million with ISOs/RTOs.

Collateral Support Obligation

The RCT has rules in place to assure that parties can meet their mining reclamation obligations. In September 2016, the RCT agreed to a collateral bond of up to $975 million to support Luminant's reclamation obligations. The collateral bond is effectively a first lien on all of Vistra Operations' assets that contractually enables the RCT to be paid (up to $975 million) before any other first-lien lenders in the event of a liquidation of our assets. Collateral support relates to land mined or being mined and not yet reclaimed as well as land for which permits have been obtained but mining activities have not yet begun and land already reclaimed but not released from regulatory obligations by the RCT, and includes cost contingency amounts.

Litigation and Regulatory Proceedings

Our material legal proceedings and regulatory proceedings affecting our business are described below. We believe that we have valid defenses to the legal proceedings described below and intend to defend them vigorously. We also intend to participate in the regulatory processes described below. We record reserves for estimated losses related to these matters when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, we have established an adequate reserve for the matters discussed below. In addition, legal costs are expensed as incurred. Management has assessed each of the following legal matters based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. Unless specified below, we are unable to predict the outcome of these matters or reasonably estimate the scope or amount of any associated costs and potential liabilities, but they could have a material impact on our results of operations, liquidity, or financial condition. As additional information becomes available, we adjust our assessment and estimates of such contingencies accordingly. Because litigation and rulemaking proceedings are subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of these matters could be at amounts that are different from our currently recorded reserves and that such differences could be material.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Litigation

Illinois Attorney General Complaint Against Illinois Gas & Electric (IG&E) — In May 2022, the Illinois Attorney General filed a complaint against IG&E, a subsidiary we acquired when we purchased Crius Energy Trust in July 2019. The complaint filed in Illinois state court alleges, among other things, that IG&E engaged in improper marketing conduct and overcharged customers. The vast majority of the conduct in question occurred prior to our acquisition of IG&E. In July 2022, we moved to dismiss the complaint, and in October 2022, the court granted in part our motion to dismiss, barring all claims asserted by the Illinois Attorney General that were outside of the five-year statute of limitations period, which now limits the period during which claims may be made to start in May 2017 rather than extending back to 2013 as the Illinois Attorney General had alleged in its complaint.

Ohio House Bill 6 ("HB6") — In July 2019, Ohio adopted a law referred to as HB6, which, among other things, provided subsidies for two nuclear power plants which we acquired in March 2024 upon the closing of our merger with Energy Harbor. We had opposed enactment of that subsidy legislation at the time, and the nuclear subsidies were repealed in 2021 prior to any subsidies being distributed. The U.S. Attorney's Office conducted an investigation into the activities related to the passage of HB6, and Energy Harbor received a grand jury subpoena in July 2020 requiring production of certain information related to that investigation. Energy Harbor completed its responses to that subpoena by December 2021. In August 2020, the Ohio Attorney General filed a civil Racketeer Influenced and Corrupt Organizations Act complaint against FirstEnergy Corp. and various Energy Harbor companies related to passage of HB6 (State of Ohio ex rel. Dave Yost, Ohio Attorney General v. FirstEnergy Corp., et al., Franklin County, Ohio Common Pleas Court Case No. 20CV006281 and State of Ohio ex rel. Dave Yost, Ohio Attorney General v. Energy Harbor Corp., et al., Franklin County, Ohio Common Pleas Court Case No. 20CV007386). Motions to dismiss those cases remain pending and the cases are currently stayed.

Dorrell Antitrust Litigation — In July 2025, an antitrust lawsuit was filed in the U.S. District Court for the District of Maryland (Maryland District Court) against Human Resources Consultants, LLC, Accelerant Technologies, Constellation Energy Corporation and 25 other companies, including Vistra Corp. and Luminant Generation Company, LLC. The plaintiffs allege that since at least May 2003, the defendants exchanged confidential compensation information and conspired to fix and suppress compensation of all persons employed in nuclear power generation in violation of federal antitrust law. In October 2025, motions to dismiss these claims were filed and the plaintiffs amended their lawsuit. In December 2025, motions to dismiss these amended claims were filed, and the Maryland District Court heard argument on these motions on May 13, 2026. In August 2026, the Maryland District Court dismissed the case without prejudice but allowed the plaintiffs to file an amended complaint. Motions to dismiss the amended complaint will be due on November 23, 2026.

Winter Storm Uri Legal Proceedings

Regulatory Investigations and Other Litigation Matters — Following the events of Winter Storm Uri, various regulatory bodies, including ERCOT, the ERCOT Independent Market Monitor, and the Texas Attorney General initiated investigations or issued requests for information of various parties related to the significant load shed event that occurred during the event as well as operational challenges for generators arising from the event, including performance and fuel and supply issues. We responded to all those investigatory requests. In addition, a large number of personal injury, wrongful death, and insurance lawsuits related to Winter Storm Uri were filed in various Texas state courts against us and numerous generators, transmission and distribution utilities, retail electric providers, as well as ERCOT. These cases were transferred to a single multi-district litigation (MDL) pretrial judge for all pretrial proceedings. In January 2023, the MDL court ruled on the various motions to dismiss and denied the motions to dismiss of the generator defendants and the transmission and distribution utilities defendants, but granted the motions of some of the other defendant groups, including the retail electric providers and ERCOT. In December 2023, the First Court of Appeals in Houston, Texas (First Court of Appeals) in a unanimous decision granted the generators' mandamus petition and instructed the MDL court to grant the motions to dismiss in full filed by the generator defendants. In January 2025, the plaintiffs petitioned the Supreme Court of Texas to review that decision and filed their opening brief in September 2025. On March 30, 2026, the Supreme Court of Texas denied the plaintiffs' petition, allowing the First Court of Appeals' decision to stand, requiring the MDL court to grant the generators' motions to dismiss the plaintiffs' remaining claims against the generator defendants. On June 15, 2026, the plaintiffs filed a motion for reconsideration and for consolidated rehearing at the Supreme Court of Texas, and, on July 24, 2026, the court denied the motion.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Moss Landing 300 Battery Fire

On January 16, 2025, we experienced a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site. We are working closely with all local, state, and federal regulatory authorities on the response. We are also responding to various regulatory bodies, including the California Public Utilities Commission, the EPA, and others investigating the incident. Several lawsuits have been filed in California federal and state courts against Vistra, LG Energy Solution (LG), and others, as a result of this incident.

The EPA is providing control and oversight of clean-up and remediation efforts on the site. In July 2025, we entered into an ASAOC with the EPA that requires us to perform certain activities, which primarily include battery removal and disposal, building demolition, and air and water monitoring at the Moss Landing 300 site. By entering into this ASAOC, we are conducting these activities under the EPA's oversight. See Note 9 for additional information including costs incurred through September 30, 2026 and estimated future costs to be incurred related to these activities.

GHG

In September 2026, the EPA published a final rule (2026 Repeal Rule) repealing most provisions of the 2024 Carbon Pollution Standards Rule (2024 Rule) that had set limits for (a) new natural gas-fired combustion turbines and (b) existing coal-, oil- and natural gas-fired steam generation units. The 2026 Repeal Rule eliminates the carbon capture and sequestration (CCS) requirement for existing coal-fired units and also eliminates the emission guidelines for existing coal, oil, and gas-fired steam generating units and the CCS standards for new base load natural gas-fired stationary combustion turbines. Concurrent with the final rule, the EPA also issued a supplemental proposal that provides additional support for and seeks comment on the primary proposal from June 2025 to repeal all GHG emission standards under the Clean Air Act Section 111 for electric generating units (EGUs). The 2024 Rule was based on technologies such as CCS and natural gas co-firing. Units permanently retiring by January 1, 2032 were exempt from the rule. Given our previously announced coal unit retirement commitments, our Martin Lake and Oak Grove plants were the only coal units subject to the 2024 Rule. Our Graham, Lake Hubbard, Stryker Creek and Trinidad oil/natural gas facilities were also regulated under the 2024 Rule. None of our existing large or small combustion turbines were subject to the 2024 Rule, and if the proposal to fully repeal the 2024 Rule is adopted, our new 860 MW natural gas-fueled peaking plant at Permian and other new units would no longer be subject to these standards. Environmental organizations and various states have filed challenges in the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit Court). Additionally, in February 2026, the EPA issued a rule that repeals the agency's prior 2009 endangerment finding for all GHG emission standards for light-, medium-, and heavy-duty vehicles. The rescission of the endangerment finding does not impact power plants; however, the EPA has also stated that, for other rules that have relied on the endangerment finding, it intends to initiate other rulemakings to address any overlapping issues. Several environmental groups have filed a challenge to the EPA's repeal of the endangerment finding in the D.C. Circuit Court.

Cross-State Air Pollution Rule and Good Neighbor Plan

In October 2015, the EPA revised the primary and secondary ozone National Ambient Air Quality Standards (NAAQS) to lower the eight-hour standard for ozone emissions during ozone season (May to September), and, in October 2018, the State of Texas submitted a State Implementation Plan (SIP) to the EPA, which was then disapproved by the EPA in February 2023. The State of Texas, Luminant, certain trade groups, and others challenged that disapproval in the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit Court). In March 2025, the Fifth Circuit Court denied those petitions for review, but we and the State of Texas have filed petitions for rehearing of that decision. In March 2026, instead of granting our petitions for rehearing en banc, the Fifth Circuit Court panel withdrew its prior opinion and substituted it with a new opinion, which vacates the disapproval of Texas' plan and remands it back to the EPA. We do not expect any near-term impact to Texas sources from this decision. Based on recent pronouncements from the Trump administration, the new EPA is reevaluating its approach to these Good Neighbor SIPs in general.

In April 2022, prior to the EPA's disapproval of Texas' SIP, the EPA proposed a Federal Implementation Plan (FIP) to address the 2015 ozone NAAQS. In March 2023, the EPA administrator signed its final FIP, called the Good Neighbor Plan (GNP). The FIP applied to 22 states beginning with the 2023 ozone seasons. States where Vistra operates generation units that would be subject to this rule are Illinois, New Jersey, New York, Ohio, Pennsylvania, Texas, Virginia, and West Virginia.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In June 2024, the U.S. Supreme Court granted a stay of the GNP FIP pending a review of the merits by the D.C. Circuit Court and any further appeal to the U.S. Supreme Court. As a result, the GNP FIP is now stayed for all covered states until the courts resolve the legality of the FIP. In April 2025, the D.C. Circuit Court granted an abeyance of the case challenging the GNP FIP addressing interstate transport for all covered states while the EPA reviews the GNP FIP. The challenge to the FIP in the Fifth Circuit Court also remains in abeyance. In January 2026, the EPA proposed removing eight states (although none that we operate in) from the GNP FIP, and while we expect the EPA will take additional action to reconsider other aspects of the GNP FIP, the timing of these actions is uncertain. At this time, we do not know how these proposed changes could impact the overall trading program for any states that remain in the GNP FIP.

SO2 Designations for Texas

In November 2016, the EPA finalized nonattainment designations for SO2 for counties surrounding our Martin Lake generation plant and our now retired Big Brown and Monticello plants. The final designations required Texas to develop nonattainment plans for these areas. In September 2021, the TCEQ considered a proposal for its nonattainment SIP revision for the Martin Lake area and an agreed order to reduce SO2 emissions from the plant. The proposed agreed order associated with the SIP proposal reduced emission limits as of January 2022. Emission reductions required are those necessary to demonstrate attainment with the NAAQS. In February 2022, we and the TCEQ entered into an agreed order to reduce SO2 emissions at the Martin Lake plant, and the TCEQ submitted the agreed order to the EPA as a SIP revision to address the nonattainment designation. We and the State of Texas had previously filed legal challenges in 2017 to the EPA's nonattainment designations in the Fifth Circuit Court. In May 2025, the Fifth Circuit Court held that the EPA's designations were unlawful, granted the petitions for review, and remanded the designation back to the EPA. In September 2025, the EPA issued a final rule withdrawing its Finding of Failure to Submit and Finding of Failure to Attain in light of the Fifth Circuit Court's May 2025 decision. On May 6, 2026, the State of Texas submitted its designation of "attainment" for the area to the EPA. The EPA has not yet acted on that submittal. On May 13, 2026, the TCEQ voided the agreed order with Martin Lake and withdrew it and the associated SIP revision from EPA review in light of the vacatur of the nonattainment designation.

Effluent Limitation Guidelines (ELGs)

In October 2020, the EPA published a final rule that extends the compliance date for both flue gas desulfurization and bottom ash transport water to no later than December 2025, as negotiated with the state permitting agency. Additionally, the rule allows for a retirement exemption that exempts facilities certifying that units will retire by December 2028 provided certain effluent limitations are met. In November 2020, environmental groups petitioned for review of the new ELG revisions, and Vistra subsidiaries filed a motion to intervene in support of the EPA in December 2020. Notifications were made to Texas, Illinois, and Ohio state agencies on the retirement exemption for applicable coal plants by the regulatory deadline of October 13, 2021. In May 2024, the EPA published the final ELG rule revisions, which contain new requirements for legacy wastewater and combustion residual leachate. The final rule also leaves in place the subcategory for facilities that permanently cease coal combustion by 2028. A number of parties have since challenged the rule and that case is pending in the U.S. Court of Appeals for the Eighth Circuit (Eighth Circuit). We are not a party to that litigation. In February 2025, the Eighth Circuit granted the EPA's unopposed motion seeking to hold the litigation in abeyance while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed.

In December 2025, the EPA finalized additional revisions to the ELG rule, including extending certain compliance deadlines under the 2024 ELG rule. Those deadlines would generally apply to facilities that had not already utilized the retirement provisions in the 2020 ELG rule, which our company had utilized. In addition, the rule authorizes a process for states to extend the 2028 retirement deadline that was finalized as part of the 2020 ELG rule in the event market conditions would not support retirement of a facility. We are continuing to evaluate this rule and the impact, if any, it might have on our announced plans to retire our remaining coal generation facilities in Illinois and Ohio by 2028 given that those facilities are under separate existing regulatory requirements to close by then. Several environmental groups have challenged that rule in the U.S. Court of Appeals for the Second Circuit, and opening briefs were filed in October 2026. Additionally, the EPA issued a new proposed rule on May 18, 2026 that would apply to unmanaged combustion residual leachate.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CCR Rule Revisions and Extension Applications

In August 2018, the D.C. Circuit Court issued a decision that vacates and remands certain provisions of the 2015 CCR rule, including an applicability exemption for legacy impoundments. In August 2020, the EPA issued a final rule establishing a deadline of April 11, 2021 to cease receipt of waste and initiate closure at unlined CCR impoundments. The 2020 final rule allows a generation plant to seek the EPA's approval to extend this deadline if no alternative disposal capacity is available and either a conversion to comply with the CCR rule is underway or retirement will occur by either 2023 or 2028 (depending on the size of the impoundment at issue).

Prior to the November 2020 deadline to seek extensions, we submitted applications to the EPA requesting compliance extensions under both conversion and retirement scenarios. In January 2022, the EPA determined that our conversion and retirement applications for our CCR facilities were complete but has not yet proposed action on any of those applications. On November 25, 2025, the EPA proposed a rule that would extend the 2028 closure date to 2031; however, a final rule has not yet been published. We submitted comments on that proposal in February 2026.

Legacy CCR Rulemaking

In May 2024, the EPA published a final rule that expands coverage of groundwater monitoring and closure requirements to the following two new categories of units: (a) legacy CCR surface impoundments which are CCR surface impoundments that no longer receive CCR but contained both CCR and liquids on or after October 19, 2015 and (b) "CCR management units" (CCRMUs) which generally could encompass noncontainerized ash deposits greater than one ton and impoundments and landfills that closed prior to October 19, 2015. As part of the rule, the EPA identified numerous CCR management units across the country, including ten of our potential units. The Vermilion ash ponds discussed below are the only units that we believe qualify as legacy CCR surface impoundments and given our closure plan for that site we do not believe the rule will have any impact on that site. CCRMUs with 1,000 or more tons of CCR must comply with the CCR's groundwater monitoring, corrective action, closure and post-closure requirements. For CCRMUs, complete facility evaluation reports are due within 33 months after publication of the rule, initial groundwater reports are due January 31, 2029, and the deadline to initiate closure, if needed, will start in 2029. Closure of the CCRMUs may also be deferred beyond those dates depending on certain factors, including where the CCRMU is located beneath critical infrastructure. In addition, certain closures may not be required when closure was previously approved under a state program. Because facility evaluation reports will determine our unit-specific compliance obligations, we cannot determine them at this time. In August 2024, we, along with Utility Solid Waste Activities Group, several other generating companies, and 17 states, including Texas, filed a challenge to the rule in the D.C. Circuit Court. In February 2025, the D.C. Circuit Court granted an unopposed motion filed by the Department of Justice on behalf of the EPA, holding the litigation in abeyance while the new leadership at the EPA evaluates the rule and determines how it wishes to proceed. In February 2026, the EPA issued a final rule for the CCRMU provisions of the rule extending the deadlines for the Facility Evaluation Reports to 2027, groundwater monitoring to 2031, and closure requirements to 2032. The EPA has requested to keep the challenge to the rule addressing CCRMUs and legacy impoundments in abeyance.

On April 13, 2026, the EPA issued a proposed rule that would rescind all CCRMU requirements. The proposed rule would also make additional changes to the CCR rule as a whole, including provisions that would allow the permit authority to make site-specific determinations regarding the appropriate point-of-compliance for groundwater monitoring, site-specific cleanup levels, and appropriateness of certain closure requirements. The proposal would also amend the definition of beneficial use. We filed comments on the proposal on June 29, 2026. The EPA has not yet issued a final rule.

MISO — In 2012, the Illinois Environmental Protection Agency (IEPA) issued violation notices alleging violations of groundwater standards onsite at our Baldwin and Vermilion facilities' CCR surface impoundments. These violation notices remain unresolved; however, in 2016, the IEPA approved our closure and post-closure care plans for the Baldwin old east, east, and west fly ash CCR surface impoundments. We have completed closure activities at those ponds at our Baldwin facility.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

At our retired Vermilion facility, in June 2021, we entered into an agreed interim consent order with the Illinois Attorney General and the Vermilion County State Attorney in which Dynegy Midwest Generation, LLC (DMG) is required to evaluate the closure alternatives under the requirements of the Illinois Coal Ash regulation (discussed below) and close the site by removal. In addition, the interim consent order requires that during the impoundment closure process, impacted groundwater will be collected before it leaves the site or enters the nearby Vermilion River and, if necessary, DMG will be required to install temporary riverbank protection if the river migrates within a certain distance of the impoundments. The interim order was modified in December 2022 to require certain amendments to the Safety Emergency Response Plan. In June 2023, the Illinois state court approved and entered the final consent order, which included the terms above and a requirement that when IEPA issues a final closure permit for the site, DMG will demolish the power station and submit for approval to construct an on-site landfill within the footprint of the former plant to store and manage the coal ash. These proposed closure costs are reflected in the ARO in the condensed consolidated balance sheets (see Note 15 for additional information).

In 2012, the IEPA issued violation notices alleging violations of groundwater standards at the Newton and Coffeen facilities' CCR surface impoundments. We are addressing these CCR surface impoundments in accordance with the federal CCR rule.

In July 2019, coal ash disposal and storage legislation in Illinois was enacted. The legislation addresses state requirements for the proper closure of coal ash ponds in the state of Illinois. The law tasks the IEPA and the Illinois Pollution Control Board to set up a series of guidelines, rules, and permit requirements for closure of ash ponds. Under the final rule, which was finalized and became effective in April 2021, coal ash impoundment owners would be required to submit a closure alternative analysis to the IEPA for the selection of the best method for coal ash remediation at a particular site. The rule does not mandate closure by removal at any site. In October 2021, we filed operating permit applications for 18 impoundments as required by the Illinois coal ash rule, and filed construction permit applications for three of our sites in January 2022 and five of our sites in July 2022. One additional closure construction application was filed for our Baldwin facility in August 2023. In 2025, we filed construction permit applications (or supplemented prior operating permit applications) to cover corrective action activities at 11 impoundments across our Illinois fleet.

For all of the above CCR matters, if certain corrective action measures, including groundwater treatment or removal of ash, are required at any of our coal-fueled facilities, we may incur significant costs that could have a material adverse effect on our financial condition, results of operations, and cash flows. The Illinois coal ash rule was finalized in April 2021 and does not require removal. However, the rule required us to undertake further site-specific evaluations required by each program. We will not know the full range of decommissioning costs, including groundwater remediation, if any, that ultimately may be required under the Illinois rule until permit applications have been approved by the IEPA and as such, an estimate of such costs cannot be made. The CCR surface impoundment and landfill closure costs currently reflected in our existing ARO liabilities reflect the costs of closure methods that our operations and environmental services teams determined were appropriate based on the existing closure requirements at the time we recorded those ARO liabilities, and it is reasonably possible for those to increase once the IEPA determines final closure requirements. Once the IEPA acts on our permit applications or if we otherwise determine to proceed with closure work, we will reassess the decommissioning costs and adjust our ARO liabilities accordingly.

Other Matters

We are involved in various legal and administrative proceedings and other disputes in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on our results of operations, liquidity, or financial condition.

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.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

						Amount Authorized for Share Repurchases
						(in billions)
Board Authorization Dates:
October 2021						$	2.00
August 2022						1.25
March 2023						1.00
February 2024						1.50
October 2024						1.00
October 2025						1.00
Cumulative authorization at September 30, 2026						$	7.75

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:

			$7.75 Billion Board Authorization
			Total Number of Shares Repurchased						Average Price Paid Per Share						Amount Paid for Shares Repurchased						Amount Available for Additional Repurchases at the End of the Period
			(in millions, except share amounts and price paid per share)
Three Months Ended March 31, 2026			2,373,546						$	159.82					$	379
Three Months Ended June 30, 2026			2,155,553						153.34						331
Three Months Ended September 30, 2026 (a)			1,431,166						145.63						208
Nine Months Ended September 30, 2026			5,960,265						$	154.07					$	918					$	1,082
October 1, 2026 through November 2, 2026			445,361						145.94						65
January 1, 2026 through November 2, 2026 (a)			6,405,626						$	153.51					$	983					$	2,517

____________

(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.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

Preferred Stock Series

Issuance Date

Shares Issued

Shares Outstanding

Contractual Rates

Earliest Redemption Date (a)

Date at Which Dividend Rate Becomes Floating

Floating Annual Rates

Series A

October 15, 2021

1,000,000

1,000,000

8.000

%

October 15, 2026

October 15, 2026

5-Year U.S. Treasury rate (subject to floor of 1.07%) plus 6.93%

Series B

December 10, 2021

1,000,000

1,000,000

7.000

%

December 15, 2026

December 15, 2026

5-Year U.S. Treasury rate (subject to floor of 1.26%) plus 5.74%

Series C

December 29, 2023

476,081

476,066

8.875

%

January 15, 2029

January 15, 2029

5-Year U.S. Treasury rate (subject to floor of 3.83%) plus 5.045%

____________

(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.

			Three Months Ended September 30,												Nine Months Ended September 30,
Preferred Stock Series			2026						2025						2026						2025
Series A Preferred Stock			$	—					$	—					$	40.000					$	40.000
Series B Preferred Stock			$	—					$	—					$	35.000					$	35.000
Series C Preferred Stock			$	44.375					$	44.375					$	88.750					$	88.750

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.

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VISTRA CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

18.    EARNINGS PER SHARE

Basic earnings per share available to common stockholders are based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated using the treasury stock method and includes the effect of all potential issuances of common shares under stock-based incentive compensation arrangements.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions, except share data)
Net income attributable to Vistra			$	1,140					$	652					$	2,474					$	711
Less cumulative dividends attributable to Series A Preferred Stock			(20)						(20)						(60)						(60)
Less cumulative dividends attributable to Series B Preferred Stock			(17)						(17)						(52)						(52)
Less cumulative dividends attributable to Series C Preferred Stock			(11)						(11)						(32)						(32)
Net income attributable to common stock — basic and diluted			$	1,092					$	604					$	2,330					$	567
Weighted average shares of common stock outstanding:
Basic			335,413,414						338,749,454						336,685,683						339,313,294
Dilutive securities: Stock-based incentive compensation plan			2,439,243						6,285,706						2,952,290						6,990,323
Diluted			337,852,657						345,035,160						339,637,973						346,303,617
Net income per weighted average share of common stock outstanding:
Basic			$	3.26					$	1.78					$	6.92					$	1.67
Diluted			$	3.23					$	1.75					$	6.86					$	1.64

Stock-based incentive compensation plan awards excluded from the calculation of diluted earnings per share because the effect would have been antidilutive totaled 369,172 and 308 shares in the three months ended September 30, 2026 and 2025, respectively, and 260,464 and 103 shares for the nine months ended September 30, 2026 and 2025, respectively.

19.    SEGMENT INFORMATION

The operations of Vistra are aligned into five reportable business segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, and (v) Asset Closure. Our Chief Executive Officer is our chief operating decision maker (CODM). Our CODM reviews the results of these segments separately and allocates resources to the respective segments as part of our strategic operations. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources.

The Retail segment is engaged in retail sales of electricity and natural gas to residential, commercial, and industrial customers. Substantially all of these activities are conducted by TXU Energy, Ambit Energy, Dynegy Energy Services, Homefield Energy, Energy Harbor, and U.S. Gas & Electric across 16 states and the District of Columbia.

The Texas and East segments are engaged in electricity generation, wholesale energy sales and purchases, commodity risk management activities, fuel procurement, and logistics management. The Texas segment represents results from all of Vistra's electricity generation operations in the ERCOT market except for assets included in the Asset Closure segment. The East segment represents results from Vistra's electricity generation operations in the Eastern Interconnection of the U.S. electric grid, other than assets included in the Asset Closure segment, and includes operations in the PJM, MISO, ISO-NE, and NYISO markets.

The West segment represents results from the CAISO market, including our battery ESS project at our Moss Landing power plant site. The Moss Landing 300 MW and Moss Landing 100 MW battery facilities were transferred to the Asset Closure segment in the first quarter of 2025 and fourth quarter of 2025, respectively, as a result of the Moss Landing Incident (see Note 9 for additional information).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Asset Closure segment is engaged in the decommissioning and reclamation of retired generation facilities, including mines, and battery removal and remediation activities. When facilities are transferred to the Asset Closure segment, prior period results are retrospectively adjusted for comparative purposes, provided the effects are material (see Note 8 for additional information). By separately reporting the Asset Closure segment, management gains improved insights into the performance and earnings potential of Vistra's ongoing operations while actively monitoring the cost associated with Asset Closure activities.

Corporate and Other represents the remaining non-segment operations consisting primarily of general corporate expenses, interest, taxes, other expenses, and nuclear fuel cash capital expenditures not allocated to our operating segments.

The accounting policies of the business segments are the same as those described in the summary of significant accounting policies in Note 1 to the Financial Statements in our 2025 Form 10-K. Our CODM uses more than one measure to assess segment performance, but primarily focuses on Adjusted EBITDA. While we believe this is a useful metric in evaluating operating performance, it is not a metric defined by U.S. GAAP and may not be comparable to non-GAAP metrics presented by other companies. Adjusted EBITDA is most comparable to consolidated Net income (loss) prepared based on U.S. GAAP. The CODM uses net income in competitive analysis by benchmarking to the Company's competitors and evaluating drivers of segment profits available to the Company's equity holders. We account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at market prices. Certain shared services costs are allocated to the segments. Substantially all income tax (expense) benefit is recognized in Corporate and Other.

			Three Months Ended September 30, 2026
			Retail						Texas						East						West						Asset Closure						Total Reportable Segments
			(in millions)
Operating revenues (a)			$	4,814					$	2,855					$	1,830					$	133					$	—					$	9,632
Reconciliation of consolidated operating revenues:
Corporate and Other																																	(3,285)
Total consolidated operating revenues																																	$	6,347
Fuel, purchased power costs, and delivery fees (b)			(4,327)						(566)						(850)						(74)						—
Operating costs			(47)						(248)						(370)						(13)						(5)
Selling, general, and administrative expenses			(288)						(44)						(48)						(4)						(15)
Other segment items:
Depreciation and amortization			(11)						(198)						(446)						(14)						—
Interest expense and related charges			(4)						9						23						3						(1)
Other (c)			—						55						(19)						(268)						6
Total reportable segment net income (loss)			$	137					$	1,863					$	120					$	(237)					$	(15)					$	1,868
Reconciliation to consolidated income before income taxes:
Corporate and Other — net loss																																	(728)
Corporate and Other — income tax expense																																	356
Total consolidated income before income taxes																																	$	1,496

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $36 million and $89 million, respectively, in the Texas and East segments.

(c)Other includes impairment of long-lived assets and other income, net.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

			Three Months Ended September 30, 2025
			Retail						Texas						East						West						Asset Closure						Total Reportable Segments
			(in millions)
Operating revenues (a)			$	4,139					$	1,799					$	1,750					$	165					$	2					$	7,855
Reconciliation of consolidated operating revenues:
Corporate and Other																																	(2,884)
Total consolidated operating revenues																																	$	4,971
Fuel, purchased power costs, and delivery fees (b)			(3,815)						(544)						(866)						(32)						—
Operating costs			(54)						(243)						(338)						(15)						(12)
Selling, general, and administrative expenses			(270)						(38)						(59)						(2)						(16)
Other segment items:
Depreciation and amortization			(23)						(160)						(244)						(14)						—
Interest expense and related charges			(18)						9						16						2						(1)
Other (c)			1						—						95						1						1
Total reportable segment net income (loss)			$	(40)					$	823					$	354					$	105					$	(26)					$	1,216
Reconciliation to consolidated income before income taxes:
Corporate and Other — net loss																																	(564)
Corporate and Other — income tax expense																																	204
Total consolidated income before income taxes																																	$	856

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $35 million and $94 million, respectively, in the Texas and East segments.

(c)Other includes impairment of long-lived assets and other income, net.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

			Nine Months Ended September 30, 2026
			Retail						Texas						East						West						Asset Closure						Total Reportable Segments
			(in millions)
Operating revenues (a)			$	12,113					$	7,260					$	5,044					$	293					$	6					$	24,716
Reconciliation of consolidated operating revenues:
Corporate and Other																																	(8,712)
Total consolidated operating revenues																																	$	16,004
Fuel, purchased power costs, and delivery fees (b)			(11,262)						(1,345)						(2,828)						(114)						—
Operating costs			(122)						(802)						(1,153)						(45)						(114)
Selling, general, and administrative expenses			(775)						(148)						(142)						(9)						(46)
Other segment items:
Depreciation and amortization			(31)						(556)						(927)						(42)						—
Interest expense and related charges			(27)						33						69						10						(2)
Other (c)			1						104						67						(268)						5
Total reportable segment net income (loss)			$	(103)					$	4,546					$	130					$	(175)					$	(151)					$	4,247
Reconciliation to consolidated income before income taxes:
Corporate and Other — net loss																																	(1,773)
Corporate and Other — income tax expense																																	661
Total consolidated income before income taxes																																	$	3,135
Capital expenditures, excluding growth expenditures			$	8					$	609					$	394					$	52					$	—					$	1,063
Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures
Corporate and Other — nuclear fuel net purchases																																	440
Total capital expenditures, including nuclear fuel and excluding growth expenditures																																	$	1,503

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $102 million and $265 million, respectively, in the Texas and East segments.

(c)Other includes impairment of long-lived assets and other income, net.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

			Nine Months Ended September 30, 2025
			Retail						Texas						East						West						Asset Closure						Total Reportable Segments
			(in millions)
Operating revenues (a)			$	10,839					$	3,797					$	4,610					$	347					$	26					$	19,619
Reconciliation of consolidated operating revenues:
Corporate and Other																																	(6,465)
Total consolidated operating revenues																																	$	13,154
Fuel, purchased power costs, and delivery fees (b)			(8,848)						(1,509)						(2,784)						(119)						—
Operating costs			(131)						(778)						(1,020)						(45)						(113)
Selling, general, and administrative expenses			(769)						(122)						(175)						(11)						(52)
Other segment items:
Depreciation and amortization			(70)						(477)						(876)						(45)						2
Interest expense and related charges			(53)						41						36						4						(3)
Other (c)			1						14						193						1						3
Total reportable segment net income (loss)			$	969					$	966					$	(16)					$	132					$	(137)					$	1,914
Reconciliation to consolidated income before income taxes:
Corporate and Other — net loss																																	(1,203)
Corporate and Other — income tax expense																																	104
Total consolidated income before income taxes																																	$	815
Capital expenditures, excluding growth expenditures			$	10					$	714					$	444					$	117					$	—					$	1,285
Reconciliation to consolidated capital expenditures, including nuclear fuel and excluding growth expenditures
Corporate and Other — nuclear fuel net purchases																																	341
Total capital expenditures, including nuclear fuel and excluding growth expenditures																																	$	1,626

____________

(a)See Note 3 for disaggregated revenue by segment. Includes intersegment sales eliminated in Corporate and Other.

(b)Includes nuclear fuel amortization of $96 million and $270 million, respectively, in the Texas and East segments.

(c)Other includes impairment of long-lived assets and other income, net.

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Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in Part I, Item 1. Financial Statements.

Business Environment and Outlook

Electricity Demand

Electricity demand drivers including the rise of large-scale data centers, the electrification of oil field operations, and electric vehicle load building are contributing to a projected fast-paced load growth in the regions we serve. Our integrated retail electricity and power generation operations allow us to quickly respond to electricity demand changes. To support growing demand from large‑scale electricity consumers, we continue to engage in discussions with various counterparties regarding the potential long-term sale of power from our generation facilities, and we are progressing a series of development initiatives across our generation portfolio, including nuclear uprates and other capacity expansions.

Supply Chain Constraints

Our industry continues to face ongoing supply chain constraints and labor shortages, which have reduced the availability of essential equipment and supplies for constructing new generation facilities, increased the lead times for procuring materials, and raised equipment and labor costs associated with maintaining our natural gas, nuclear, and coal fleet.

We are proactively managing these constraints by continuously re-evaluating the business cases and timing of our planned development projects. This has led to the deferral or abandonment of some planned capital expenditures for our solar and battery projects and could impact the economic feasibility of additional projects in our new generation development pipeline. We are engaging with suppliers to secure key materials needed to maintain our existing generation facilities before future planned outages.

Iran Conflict

We are monitoring the conflict involving the United States, Israel, and Iran and related instability in the Middle East, including the potential for further escalation and disruption. Although the Company does not conduct operations in the affected region, prolonged or expanded instability could indirectly affect the Company through broader macroeconomic and commodity-market impacts, including changes in natural gas and power prices, supply-chain disruptions, construction delays, increased inflationary pressures, and capital-market volatility, which could impact our future results of operations. See Factors Affecting Our Financial Condition and Results of Operations — Commodity Prices for additional information on our commodity hedging strategy and estimated hedging levels for the balance of 2026 and 2027.

Noteworthy Developments

Cogentrix Acquisition

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.

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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:

Zone						Clearing Price per MW-day						Total MW Cleared
RTO						$	325.00					4,130
ComEd						$	325.00					1,174
DEOK						$	325.00					927
EMAAC						$	325.00					1,819
MAAC						$	325.00					585
ATSI						$	325.00					2,069
DOM						$	325.00					220
Total												10,924

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.

Gas Plants Disposition

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.

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•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.

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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.

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Factors Affecting Our Financial Condition and Results of Operations

Commodity Prices

The price of electricity has a significant impact on our operating revenues and purchased power costs. Electricity prices are typically set by that facility's Heat Rate. Market Heat Rate is the implied relationship between wholesale electricity prices and the commodity price of the marginal supplier (generally natural gas plants).

Wholesale electricity prices generally move with natural gas prices, except in certain circumstances, such as when ERCOT power prices increase significantly during extreme weather events due to generation scarcity. Because natural gas prices are volatile, the operating costs of our natural gas‑fueled generation facilities can also be volatile. While changes in natural gas prices do not materially affect the cost of generation at our nuclear‑, lignite‑, and coal‑fueled facilities, such changes generally influence electricity prices and, therefore, the operating margins of these facilities. Other factors that may affect electricity prices include fuel costs, load growth, regional generation supply, weather conditions, competitive dynamics, emerging technologies, and macroeconomic and regulatory developments.

The wholesale market price of electricity divided by the market price of natural gas represents the Market Heat Rate. Market Heat Rate can be affected by a number of factors, including generation availability, mix of assets and the efficiency of the marginal supplier (generally natural gas-fueled generation facilities) in generating electricity. Our Market Heat Rate exposure is impacted by changes in the availability of generation resources, such as additions and retirements of generation facilities, and mix of generation assets. For example, increasing renewable (wind and solar) generation capacity generally depresses Market Heat Rates, particularly during periods when total demand is relatively low. However, increasing penetration of renewable generation capacity may also contribute to greater volatility of wholesale market prices independent of changes in the price of natural gas, given their intermittent nature.

Due to our exposure to variability in natural gas prices and Market Heat Rates, retail sales and hedging activities are critical to our operating results and cash flow stability. Our integrated power generation and retail electricity business provides flexibility to hedge our generation position by utilizing retail markets as an effective sales channel. As we entered the 2025 and 2026 calendar years, substantially all of our expected generation volumes for these years were hedged. This disciplined hedging strategy supports margin protection and contributes to more stable and predictable earnings.

As a result of our hedging strategy, the net income of our segments can be significantly impacted by changes in unrealized gains and losses on commodity derivative instruments which are driven by changes in forward power prices. When power prices increase or decrease compared to what our generation segments have sold forward, the generation segments recognize unrealized losses or gains, respectively. Conversely, the Retail segment, which procures power from the generation segments to meet future load obligations, experiences an inverse effect on unrealized mark-to-market valuations compared to the generation segments.

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The table below summarizes the average around-the-clock settled prices for the periods presented and does not necessarily reflect prices we realized or costs we incurred.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
Average Power Price ($/MWh):
ERCOT North Hub			$	35.10					$	32.61					$	32.51					$	31.85
ERCOT West Hub			$	33.90					$	35.47					$	29.40					$	32.37
PJM AEP Dayton Hub			$	60.45					$	43.51					$	58.13					$	43.99
PJM Northern Illinois Hub			$	51.15					$	42.80					$	43.84					$	36.37
PJM Western Hub			$	70.00					$	46.82					$	72.84					$	47.67
MISO Indiana Hub			$	59.73					$	46.93					$	55.37					$	43.72
IS-ONE Massachusetts Hub			$	53.67					$	50.19					$	72.62					$	64.15
New York Zone A			$	48.47					$	48.75					$	60.69					$	50.96
CAISO NP15			$	43.16					$	41.30					$	29.86					$	36.27
Average Natural Gas Price ($/MMBtu)
NYMEX Henry Hub			$	2.87					$	3.03					$	3.56					$	3.48
Houston Ship Channel			$	2.46					$	2.69					$	2.72					$	2.96
Permian Basin			$	1.75					$	0.49					$	(0.79)					$	1.13
Dominion South			$	1.78					$	2.13					$	2.85					$	2.72
Tetco ELA			$	2.62					$	2.83					$	3.38					$	3.25
Chicago Citygate			$	2.59					$	2.77					$	3.46					$	3.21
Tetco M3			$	1.88					$	2.27					$	4.52					$	3.70
Algonquin Citygates			$	2.24					$	2.96					$	6.19					$	5.85
PG&E Citygate			$	3.09					$	3.47					$	2.24					$	3.33

Estimated hedging levels for generation volumes in our Texas, East, and West segments as of September 30, 2026 were as follows:

			Balance of 2026						2027
Nuclear/Renewable/Coal Generation:
Texas			100		%				100		%
East			97		%				88		%
Natural Gas Generation:
Texas			100		%				86		%
East			100		%				100		%
West			100		%				84		%

Seasonality

The demand for and market prices of electricity and natural gas are affected by weather. As a result, our operating results are impacted by extreme or sustained weather conditions and may fluctuate on a seasonal basis. Typically, demand for and the price of electricity is higher in the summer and winter seasons, when the temperatures are more extreme, and the demand for and price of natural gas is also generally higher in the winter. More severe weather conditions such as heat waves or extreme winter weather have made, and may make, such fluctuations more pronounced. The pattern of this fluctuation may change depending on, among other things, the retail load served and the terms of contracts to purchase or sell electricity.

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To illustrate the impact of weather variability on our operating results, the following table presents cooling and heating degree days relative to normal levels by segment in the three and nine months ended September 30, 2026 and 2025.

			Three Months Ended September 30,
			Retail												Texas												East												West
			2026						2025						2026						2025						2026						2025						2026						2025
Weather - percent of normal (a):
Cooling degree days			121		%				95		%				113		%				97		%				96		%				91		%				118		%				94		%
Heating degree days			—		%				—		%				—		%				—		%				142		%				61		%				—		%				—		%
			Nine Months Ended September 30,
			Retail												Texas												East												West
			2026						2025						2026						2025						2026						2025						2026						2025
Weather - percent of normal (a):
Cooling degree days			122		%				98		%				113		%				104		%				99		%				94		%				124		%				93		%
Heating degree days			73		%				104		%				78		%				112		%				105		%				98		%				65		%				125		%

____________

(a)Reflects cooling degree or heating degree days based on Weather Services International data. A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit base temperature. Retail amounts represent weather data for the Dallas-Fort Worth area.

Results of Operations

The tables and discussion that follow present period‑over‑period changes in our results of operations and highlight the primary drivers of those variances for the periods presented.

In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including EBITDA and Adjusted EBITDA as performance measures. These non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with (i) our GAAP results and (ii) the accompanying reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting our business. Because EBITDA and Adjusted EBITDA are financial measures that management uses to allocate resources, determine our ability to fund capital expenditures, assess performance against our peers, and evaluate overall financial performance, we believe they provide useful information for investors.

These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures and are, by definition, an incomplete understanding of Vistra and must be considered in conjunction with GAAP measures. In addition, non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. We strongly encourage investors to review the condensed consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.

When EBITDA or Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is Net income (loss).

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Consolidated Results of Operations

Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025

The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended September 30, 2026:

			Three Months Ended September 30, 2026
			Retail						Texas						East						West												Asset Closure						Eliminations / Corporate and Other						Vistra Consolidated
			(in millions)
Operating revenues			4,814						2,855						1,830						133												—						(3,285)						6,347
Fuel, purchased power costs and delivery fees			(4,327)						(566)						(850)						(74)												—						3,287						(2,530)
Operating costs			(47)						(248)						(370)						(13)												(5)						—						(683)
Depreciation and amortization			(11)						(198)						(446)						(14)												5						(47)						(711)
Selling, general, and administrative expenses			(288)						(44)						(48)						(4)												(15)						(49)						(448)
Impairment of long-lived assets			—						—						—						(269)												—						—						(269)
Operating income (loss)			141						1,799						116						(241)												(15)						(94)						1,706
Other income, net			—						55						(19)						1												1						6						44
Interest expense and related charges			(4)						9						23						3												(1)						(284)						(254)
Income (loss) before income taxes			137						1,863						120						(237)												(15)						(372)						1,496
Income tax expense			—						—						—						—												—						(356)						(356)
Net income (loss)			$	137					$	1,863					$	120					$	(237)											$	(15)					$	(728)					$	1,140
Income tax expense			—						—						—						—												—						356						356
Interest expense and related charges (a)			4						(9)						(23)						(3)												1						284						254
Depreciation and amortization (b)			11						234						534						14												(5)						47						835
EBITDA before Adjustments			152						2,088						631						(226)												(19)						(41)						2,585
Unrealized net (gain) loss resulting from commodity hedging transactions			(65)						(818)						293						31												—						—						(559)
Purchase accounting impacts			5						—						(4)						—												—						—						1
Non-cash compensation expenses			—						—						—						—												—						35						35
Transition and merger expenses			—						1						3						—												—						22						26
Impairment of long-lived assets			—						—						—						269												—						—						269
Insurance income (c)			—						(54)						—						—												(11)						—						(65)
Decommissioning-related activities (d)			—						5						47						(2)												10						—						60
Other, net			6						5						9						4												2						(18)						8
Adjusted EBITDA			$	98					$	1,227					$	979					$	76											$	(18)					$	(2)					$	2,360

____________

(a)Corporate and Other includes $24 million of unrealized mark-to-market net gains on interest rate swaps.

(b)Includes nuclear fuel amortization of $36 million and $89 million, respectively, in the Texas and East segments.

(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment.

(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

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The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended September 30, 2025:

			Three Months Ended September 30, 2025
			Retail						Texas						East						West												Asset Closure						Eliminations / Corporate and Other						Vistra Consolidated
			(in millions)
Operating revenues			4,139						1,799						1,750						165												2						(2,884)						4,971
Fuel, purchased power costs and delivery fees			(3,815)						(544)						(866)						(32)												—						2,887						(2,370)
Operating costs			(54)						(243)						(338)						(15)												(12)						7						(655)
Depreciation and amortization			(23)						(160)						(244)						(14)												—						(19)						(460)
Selling, general, and administrative expenses			(270)						(38)						(59)						(2)												(16)						(59)						(444)
Impairment of long-lived assets			—						—						(5)						—												—						—						(5)
Operating income (loss)			(23)						814						238						102												(26)						(68)						1,037
Other income, net			1						—						100						1												1						2						105
Interest expense and related charges			(18)						9						16						2												(1)						(294)						(286)
Income (loss) before income taxes			(40)						823						354						105												(26)						(360)						856
Income tax expense			—						—						—						—												—						(204)						$	(204)
Net income (loss)			$	(40)					$	823					$	354					$	105											$	(26)					$	(564)					$	652
Income tax expense			—						—						—						—												—						204						204
Interest expense and related charges (a)			18						(9)						(16)						(2)												1						294						286
Depreciation and amortization (b)			23						195						338						14												—						18						588
EBITDA before Adjustments			1						1,009						676						117												(25)						(48)						1,730
Unrealized net (gain) loss resulting from commodity hedging transactions			20						(239)						93						(57)												(1)						—						(184)
Purchase accounting impacts			8						1						8						—												—						—						17
Non-cash compensation expenses			—						—						—						—												—						36						36
Transition and merger expenses			3						—						3						—												—						16						22
Impairment of long-lived assets			—						—						5						—												—						—						5
Decommissioning-related activities (c)			—						5						(74)						1												6						—						(62)
ERP system implementation expenses			—						—						1						—												—						—						1
Other, net			5						8						7						2												3						(26)						(1)
Adjusted EBITDA			$	37					$	784					$	719					$	63											$	(17)					$	(22)					$	1,564

____________

(a)Corporate and Other includes $10 million of unrealized mark-to-market net losses on interest rate swaps.

(b)Includes nuclear fuel amortization of $35 million and $94 million, respectively, in the Texas and East segments.

(c)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

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Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the nine months ended September 30, 2026:

			Nine Months Ended September 30, 2026
			Retail						Texas						East						West												Asset Closure						Eliminations / Corporate and Other						Vistra Consolidated
			(in millions)
Operating revenues			12,113						7,260						5,044						293												6						(8,712)						16,004
Fuel, purchased power costs, and delivery fees			(11,262)						(1,345)						(2,828)						(114)												—						8,715						(6,834)
Operating costs			(122)						(802)						(1,153)						(45)												(114)						—						(2,236)
Depreciation and amortization			(31)						(556)						(927)						(42)												(1)						(83)						(1,640)
Selling, general, and administrative expenses			(775)						(148)						(142)						(9)												(46)						(147)						(1,267)
Impairment of long-lived assets			—						—						—						(269)												—						—						(269)
Operating income (loss)			(77)						4,409						(6)						(186)												(155)						(227)						3,758
Other income, net			1						104						67						1												6						27						206
Interest expense and related charges			(27)						33						69						10												(2)						(912)						(829)
Income (loss) before income taxes			(103)						4,546						130						(175)												(151)						(1,112)						3,135
Income tax expense			—						—						—						—												—						(661)						(661)
Net income (loss)			$	(103)					$	4,546					$	130					$	(175)											$	(151)					$	(1,773)					$	2,474
Income tax expense			—						—						—						—												—						661						661
Interest expense and related charges (a)			27						(33)						(69)						(10)												2						912						829
Depreciation and amortization (b)			31						658						1,191						42												1						83						2,006
EBITDA before Adjustments			(45)						5,171						1,252						(143)												(148)						(117)						5,970
Unrealized net (gain) loss resulting from commodity hedging transactions			961						(2,986)						1,147						68												—						—						(810)
Purchase accounting impacts			6						—						(19)						—												—						(13)						(26)
Non-cash compensation expenses			—						—						—						—												—						102						102
Transition and merger expenses			—						1						5						—												—						46						52
Impairment of long-lived assets			—						—						—						269												—						—						269
Insurance income (c)			—						(102)						—						—												(17)						—						(119)
Decommissioning-related activities (d)			—						13						12						(1)												102						—						126
Other, net			17						27						25						7												3						(64)						15
Adjusted EBITDA			$	939					$	2,124					$	2,422					$	200											$	(60)					$	(46)					$	5,579

____________

(a)Corporate and Other includes $31 million of unrealized mark-to-market net gains on interest rate swaps.

(b)Includes nuclear fuel amortization of $102 million and $265 million, respectively, in the Texas and East segments.

(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment.

(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

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The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the nine months ended September 30, 2025:

			Nine Months Ended September 30, 2025
			Retail						Texas						East						West						Asset Closure						Eliminations / Corporate and Other						Vistra Consolidated
			(in millions)
Operating revenues			10,839						3,797						4,610						347						26						(6,465)						13,154
Fuel, purchased power costs, and delivery fees			(8,848)						(1,509)						(2,784)						(119)						—						6,469						(6,791)
Operating costs			(131)						(778)						(1,020)						(45)						(113)						6						(2,081)
Depreciation and amortization			(70)						(477)						(876)						(45)						2						(57)						(1,523)
Selling, general, and administrative expenses			(769)						(122)						(175)						(11)						(52)						(125)						(1,254)
Impairment of long-lived assets			—						(68)						(5)						—						—						—						(73)
Operating income (loss)			1,021						843						(250)						127						(137)						(172)						1,432
Other income, net			1						82						199						1						3						5						291
Interest expense and related charges			(53)						41						36						4						(3)						(933)						(908)
Income (loss) before income taxes			969						966						(15)						132						(137)						(1,100)						815
Income tax expense			—						—						(1)						—						—						(103)						(104)
Net income (loss)			$	969					$	966					$	(16)					$	132					$	(137)					$	(1,203)					$	711
Income tax expense			—						—						1						—						—						103						104
Interest expense and related charges (a)			53						(41)						(36)						(4)						3						933						908
Depreciation and amortization (b)			70						573						1,146						45						(2)						57						1,889
EBITDA before Adjustments			1,092						1,498						1,095						173						(136)						(110)						3,612
Unrealized net (gain) loss resulting from commodity hedging transactions			(136)						(109)						621						(7)						(2)						—						367
Purchase accounting impacts			16						1						31						—						—						—						48
Non-cash compensation expenses			—						—						—						—						—						82						82
Transition and merger expenses			8						—						4						—						—						50						62
Impairment of long-lived assets			—						68						5						—						—						—						73
Insurance income (c)			—						(80)						—						—						(21)						—						(101)
Decommissioning-related activities (d)			—						14						(120)						1						95						—						(10)
ERP system implementation expenses			3						3						4						—						1						—						11
Other, net (e)			(6)						21						11						7						5						(70)						(32)
Adjusted EBITDA			$	977					$	1,416					$	1,651					$	174					$	(58)					$	(48)					$	4,112

____________

(a)Corporate and Other includes $84 million of unrealized mark-to-market net losses on interest rate swaps.

(b)Includes nuclear fuel amortization of $96 million and $270 million, respectively, in the Texas and East segments.

(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment.

(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.

(e)Includes the final application of bill credits to large commercial and industrial customers that curtailed their usage during Winter Storm Uri in the Retail segment.

Net income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 increased by $488 million. Adjusted EBITDA for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 increased by $796 million.

Net income for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 increased by $1.763 billion. Adjusted EBITDA for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 increased by $1.467 billion.

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The primary drivers for the changes in net income and Adjusted EBITDA include:

			Three Months Ended September 30, 2026 Compared to 2025						Nine Months Ended September 30, 2026 Compared to 2025
			(in millions)
Favorable year-to-date realized revenue net of fuel driven primarily by higher realized capacity prices in East, higher realized energy margins in Texas due to higher realized prices and optimizing the dispatch of select gas units in response to favorable market conditions, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service Favorable quarter-to-date realized revenue net of fuel driven primarily by higher realized energy prices in Texas, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service			$	768					$	1,689
Unfavorable year-to-date retail margins driven by increase in excess volumes sold at lower wholesale prices in the first quarter, partially offset by favorable second and third quarter margins driven by higher contractual rates			48						(15)
Favorable/ (unfavorable) change in retail customer consumption due to weather			19						(10)
Increase in plant operating costs due primarily to higher maintenance and outage costs and the addition of plants acquired in the Lotus Acquisition			(42)						(169)
Unfavorable year-to-date change in SG&A and other primarily due to higher technology and legal costs			3						(28)
Change in Adjusted EBITDA			$	796					$	1,467
Change in depreciation and amortization, including nuclear fuel amortization			(247)						(117)
Change in unrealized net gains resulting from commodity hedging transactions			375						1,177
Change in income tax benefit			(152)						(557)
Impairment of long-lived assets			(264)						(196)
Increase in insurance income			65						18
Decommissioning-related activities			(122)						(136)
Other (including interest expense and income tax expense)			37						107
Change in Net income			$	488					$	1,763

Results of Operations by Segment

The following section presents the results of operations and net income (loss) of Vistra's reportable business segments. See Note 19 of the Financial Statements for a discussion of the Company's segments as defined under the accounting standards for segment reporting.

Retail

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net income (loss)			$	137					$	(40)					$	(103)					$	969
Adjusted EBITDA			$	98					$	37					$	939					$	977
Retail electricity sales volumes (GWh):
Sales volumes in ERCOT			23,300						23,121						57,530						60,971
Sales volumes in Northeast/Midwest			15,124						16,941						42,803						45,681
Total retail electricity sales volumes			38,424						40,062						100,333						106,652

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, Retail net income increased primarily due to an $85 million increase in unrealized mark-to-market gains on commodity derivative positions, and higher retail margins driven by higher contractual rates and a slight increase in customer consumption due to weather.

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For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, Retail net income decreased due to a $1.097 billion increase in unrealized mark-to-market losses on commodity derivative positions, a decrease in retail margins primarily due to an increase in excess volumes sold at lower wholesale prices in the first quarter, and a decrease in customer consumption due to weather.

Texas

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net income			$	1,863					$	823					$	4,546					$	966
Adjusted EBITDA			$	1,227					$	784					$	2,124					$	1,416
Production volumes (GWh):
Natural gas facilities			16,499						15,455						37,363						35,800
Lignite and coal facilities			7,735						6,223						19,464						16,531
Nuclear facilities			5,198						5,028						14,878						14,747
Solar facilities			349						212						861						587
Capacity factors:
CCGT facilities			81.7		%				73.7		%				64.8		%				58.6		%
Lignite and coal facilities			72.7		%				58.5		%				61.7		%				52.4		%
Nuclear facilities			98.1		%				94.9		%				94.6		%				93.8		%

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, Texas net income increased primarily due to a $579 million increase in unrealized mark-to-market gains on commodity derivative positions, and higher realized revenue net of fuel driven primarily by higher realized energy prices in Texas and Martin Lake Unit 1 return to service.

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, Texas net income increased primarily due to a $2.877 billion increase in unrealized mark-to-market gains on commodity derivative positions, higher realized revenue net of fuel driven primarily by higher realized energy margins in Texas due to higher realized prices and optimizing the dispatch of select gas units in response to favorable market conditions, and Martin Lake Unit 1 return to service.

East

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net income (loss)			$	120					$	354					$	130					$	(16)
Adjusted EBITDA			$	979					$	719					$	2,422					$	1,651
Production volumes (GWh):
Natural gas facilities			20,307						16,902						53,562						43,742
Lignite and coal facilities			5,461						5,080						12,933						14,274
Nuclear facilities			8,368						8,544						24,366						24,240
Solar facilities			186						80						354						191
Capacity factors:
CCGT facilities			68.5		%				69.5		%				61.3		%				61.3		%
Lignite and coal facilities			63.0		%				58.6		%				50.3		%				55.5		%
Nuclear facilities			93.6		%				95.6		%				91.9		%				91.4		%

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For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, East net income decreased primarily due to a $200 million increase in unrealized mark-to-market losses on commodity derivative positions and a $120 million decrease in NDT net income, partially offset by the addition of the plants acquired in the Lotus Acquisition.

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, East net income increased primarily due to higher realized capacity prices and the addition of plants acquired in the Lotus Acquisition, partially offset by a $526 million increase in unrealized mark-to-market losses on commodity derivative positions and a $131 million decrease in NDT net income.

West

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net income (loss)			$	(237)					$	105					$	(175)					$	132
Adjusted EBITDA			$	76					$	63					$	200					$	174
Production volumes (GWh):
Natural gas facilities			1,461						582						2,426						1,629
Solar facilities			30						—						30						—
Capacity factors:
CCGT facilities			64.8		%				25.8		%				35.8		%				24.3		%

For the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, West net income decreased primarily due to a $269 million impairment related to our Moss Landing 350 MW battery facility, and an increase in unrealized mark-to-market losses on commodity derivative positions of $88 million and $75 million, respectively, partially offset by higher realized capacity revenue.

Asset Closure Segment

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Net loss			$	(15)					$	(26)					$	(151)					$	(137)

Asset Closure net loss increased primarily due to incremental costs associated with the Moss Landing Incident, net of property damage and business interruption insurance recoveries, recognized in the nine months ended September 30, 2026.

Disaggregated Consolidated Statement of Operations Results

Explanations of variations between periods for selected income statement categories are provided below:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Operating revenues			$	6,347					$	4,971					$	16,004					$	13,154

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, operating revenues increased primarily due to increases of $357 million in unrealized mark-to-market gains on commodity derivative positions, higher wholesale capacity and energy revenues, higher retail revenue contractual rates, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service.

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For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, operating revenues increased primarily due to increases of $894 million in unrealized mark-to-market gains on commodity derivative positions, higher wholesale capacity and energy revenues, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service, partially offset by lower retail margins.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Fuel, purchased power costs, and delivery fees			$	(2,530)					$	(2,370)					$	(6,834)					$	(6,791)

For the three and nine months ended September 30, 2026 compared to the same periods in 2025, fuel, purchased power costs, and delivery fees increased primarily due to increases of $178 million and $326 million, respectively, in realized fuel costs, which were partially attributable to the addition of plants acquired in the Lotus Acquisition. These increases were partially offset by increases of $18 million and $283 million, respectively, in unrealized mark-to-market gains on commodity derivative positions.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Operating costs			$	(683)					$	(655)					$	(2,236)					$	(2,081)

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, operating costs increased primarily due to higher maintenance and outage costs, the addition of plants acquired in the Lotus Acquisition, and incremental costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the three months ended September 30, 2026.

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, operating costs increased primarily due to higher maintenance and outage costs, and the addition of plants acquired in the Lotus Acquisition, partially offset by incremental costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the nine months ended September 30, 2026.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Depreciation and amortization			$	(711)					$	(460)					$	(1,640)					$	(1,523)

For the three and nine months ended September 30, 2026, depreciation and amortization increased primarily due to the addition of plants acquired in the Lotus Acquisition and Martin Lake Unit 1 return to service, partially offset by the absence of depreciation and amortization expense recorded for the Moss Landing 300 and 100 MW battery projects and Retail customer relationship intangible assets and other one-time retirements recorded in the nine months ended September 30, 2025.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Selling, general, and administrative expenses			$	(448)					$	(444)					$	(1,267)					$	(1,254)

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, selling, general, and administrative expenses increased primarily due to increases in retail selling costs of $23 million, stock-based compensation expense of $20 million, and technology costs of $12 million, partially offset by lower transition and merger costs and legal costs.

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			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Impairment of long-lived assets			$	(269)					$	(5)					$	(269)					$	(73)

In the third quarter of 2026, we recognized a $269 million impairment related to our Moss Landing 350 MW battery facility. In the second and third quarters of 2025, we recognized impairments of $68 million and $5 million, respectively, related to development projects we have no plans to complete.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Other income, net			$	44					$	105					$	206					$	291

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, other income, net decreased primarily due to a decrease in NDT net income of $120 million, consisting of unrealized losses on investments of $111 million and realized loss on investments of $9 million, partially offset by an increase of $54 million in involuntary conversion gains for Martin Lake insurance proceeds.

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, other income, net decreased primarily due to a decrease in NDT net income of $131 million, consisting of unrealized losses on investments of $206 million and realized income of $75 million, partially offset by an increase of $25 million in involuntary conversion gains for Martin Lake insurance proceeds.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Interest expense and related charges			$	(254)					$	(286)					$	(829)					$	(908)

For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, interest expense and related charges decreased primarily due to a $34 million increase in unrealized mark-to-market gains on interest rate swaps.

For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, interest expense and related charges decreased primarily due to a $115 million increase in unrealized mark-to-market gains on interest rate swaps, partially offset by $35 million in debt extinguishment losses on the Term Loan Facility and senior notes repayments.

			Three Months Ended September 30,												Nine Months Ended September 30,
			2026						2025						2026						2025
			(in millions)
Income tax expense			$	(356)					$	(204)					$	(661)					$	(104)
Effective tax rate			23.8		%				23.8		%				21.1		%				12.8		%

For the three and nine months ended September 30, 2026 compared to the same periods in 2025, income tax expense increased primarily due to an increase in pretax book income.

Liquidity and Capital Resources

Our primary sources of liquidity and capital consist of (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) available capacity under our credit facilities, and (iv) access to the debt and equity capital markets. Within the bounds of our risk management program and policies, we use a variety of derivative instruments to enhance the stability of future cash flows to maintain sufficient financial resources for working capital, debt service, capital expenditures, debt covenant compliance, and/or other needs. Our hedging strategy is designed to preserve cash flow certainty while maintaining appropriate risk tolerances across our generation portfolio. We complement our hedging strategy with long‑term contracted revenues, including power purchase agreements, to lower our overall hedging requirements.

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Sources and Uses of Cash

			Nine Months Ended September 30,
			2026						2025						Change
			(in millions)
Net cash provided by operating activities			$	4,330					$	2,638					$	1,692
Net cash used in investing activities			$	(2,023)					$	(2,162)					$	139
Net cash used in financing activities			$	(353)					$	(1,060)					$	707

Operating Cash Flows

The change in net cash provided by operating activities was primarily driven by (i) increased realized revenue net of fuel driven primarily by higher realized capacity prices in the East segment, higher energy margins in the Texas segment, the addition of plants acquired in the Lotus Acquisition and Martin Lake Unit 1 return to service and (ii) a $177 million decrease in net margin deposits posted supporting our hedging strategy.

Investing Cash Flows

The change in net cash used in investing activities is primarily driven by (i) $356 million in lower net purchases of environmental allowances in 2026 and (ii) a $48 million increase in insurance proceeds received in 2026 for recovery of damaged property, plant, and equipment associated with the Moss Landing Incident and Martin Lake Incident.

Financing Cash Flows

Our significant financing activities during the nine months ended September 30, 2026 and 2025 are as follows:

•For the nine months ended September 30, 2026, we (i) repaid $2.450 billion in outstanding borrowings under the Term Loan Facility, (ii) repaid $1.8 billion under the Revolving Credit Facility and the Commodity-Linked Facility, (iii) repaid $1.3 billion of senior notes, (iv) repaid $1.225 billion under the accounts receivable financing facilities, (v) paid $917 million to repurchase common stock, (vi) paid $348 million in dividends to common and preferred shareholders, and (vii) repaid $112 million under the BCOP Credit Facility.

•For the nine months ended September 30, 2026, we issued $6.25 billion in senior notes and $1.5 billion in junior subordinated notes and borrowed $236 million under the TxEF Loan.

•For the nine months ended September 30, 2025, we (i) repaid $744 million of senior notes, (ii) paid $776 million to repurchase common stock, and (iii) paid $346 million in dividends to common and preferred shareholders.

•For the nine months ended September 30, 2025, we borrowed $475 million under the accounts receivable financing facilities and $424 million under the BCOP Credit Facility.

Liquidity

The following table summarizes changes in available liquidity for the nine months ended September 30, 2026:

			September 30, 2026						December 31, 2025						Change
			(in millions)
Cash and cash equivalents (a)			$	2,743					$	785					$	1,958
Vistra Operations — Revolving Credit Facility (b)			4,714						1,996						2,718
Vistra Operations — Commodity-Linked Facility (c)			1,466						2						1,464
Total available liquidity (d)(e)			$	8,923					$	2,783					$	6,140

____________

(a)See the condensed consolidated statements of cash flows in the Financial Statements and Sources and Uses of Cash above for details of the increase in cash and cash equivalents for the nine months ended September 30, 2026.

(b)The increase in availability for the nine months ended September 30, 2026 was driven by (a) the June 2026 amendment to the Vistra Operations Credit Agreement which, among other things, increased the revolving credit commitments by $2.060 billion and (b) a $380 million decrease in cash borrowings, and a $278 million decrease in letters of credit outstanding under the Revolving Credit Facility.

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(c)As of September 30, 2026 and December 31, 2025, the borrowing bases were less than the facility limit of $1.75 billion. As of September 30, 2026, available capacity reflects the borrowing base of $1.466 billion and no cash borrowings. As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in cash borrowings.

(d)Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively. See Note 12 to the Financial Statements for additional information.

(e)Excludes any additional letters of credit that may be issued under the LOC Facilities or the Alternative LOC Facilities. See Note 12 to the Financial Statements for additional information.

In October and November 2026, we redeemed the Series A Preferred Stock for $1 billion, paid approximately $2.2 billion in cash as part of our acquisition of Cogentrix, borrowed the full capacity under the Receivables Facility and Repurchase Facility and repaid approximately $1.7 billion of debt assumed in the acquisition of Cogentrix which reduced available liquidity.

We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the maturity of 2026 and 2027 debt obligations, the redemption of the Series B Preferred Stock, and the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 12 to the Financial Statements.

Additionally, as of September 30, 2026, the $500 million initial commitment associated with our investment in the Helix Fund remains callable by the fund's general partner. The remaining $500 million commitment is contingent on the Helix Fund meeting certain commercial power supply milestones for our existing generation assets which has not occurred as of September 30, 2026. The timing and amount of future capital calls will be determined by the fund's general partner and are not within our control. We expect to have access to sufficient liquidity to fund our initial $500 million commitment when called by the fund's general partner. See Note 7 to the Financial Statements for additional information.

Our operational cash flows tend to be seasonal and weighted toward the second half of the year.

Liquidity Effects of Commodity Hedging and Trading Activities

We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value. We use cash, letters of credit, Eligible Assets (see Note 11 to the Financial Statements for additional information) and other forms of credit support to satisfy such collateral posting obligations. See Note 12 to the Financial Statements for additional information.

Exchange-cleared transactions typically require initial margin (i.e., the upfront cash and/or letter of credit posted to take into account the size and maturity of the positions and credit quality) in addition to variation margin (i.e., the daily cash margin posted to take into account changes in the value of the underlying commodity). The amount of initial margin required is generally defined by exchange rules. Clearing agents, however, typically have the right to request additional initial margin based on various factors, including market depth, volatility and credit quality, which may be in the form of cash, letters of credit, a guaranty or other forms as negotiated with the clearing agent. Cash collateral received from counterparties is either used for working capital and other business purposes, including reducing borrowings under credit facilities, or is required to be deposited in a separate account and restricted from being used for working capital and other corporate purposes. With respect to over-the-counter transactions, counterparties generally have the right to substitute letters of credit for such cash collateral. In such event, the cash collateral previously posted would be returned to such counterparties, which would reduce liquidity in the event the cash was not restricted.

As of September 30, 2026, we received or posted cash, letters of credit, and Eligible Assets for commodity hedging and trading activities as follows:

•$1.872 billion in cash and Eligible Assets has been posted with counterparties as compared to $1.577 billion posted as of December 31, 2025;

•$124 million in cash has been received from counterparties as compared to $7 million received as of December 31, 2025;

•$2.670 billion in letters of credit has been posted with counterparties as compared to $2.489 billion posted as of December 31, 2025; and

•$69 million in letters of credit has been received from counterparties as compared to $162 million received as of December 31, 2025.

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See Note 16 to the Financial Statements for information related to collateral posted in accordance with the PUCT and ISO/RTO rules.

Income Tax Payments

In the next 12 months, we expect to make approximately $4 million in federal income tax payments, offset by $3 million in federal income tax refunds, and $98 million in state income tax payments, offset by $17 million in state tax refunds. We have taken the CAMT, forecasted OBBBA, and Cogentrix Acquisition impacts into account when forecasting cash taxes and do not expect Vistra to be subject to the CAMT in the 2026 tax year. 

For the nine months ended September 30, 2026, there were no federal income tax payments and $41 million in state income tax payments, offset by $2 million in state income tax refunds.

Financial Covenants and Cross-Default Provisions

The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and LOC Facilities each include a financial covenant. The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, LOC Facilities, and certain of our other financing arrangements include cross-default provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due. See Note 12 to the Financial Statements for additional information.

Guarantor Summary Financial Information

In September 2026, Vistra Operations issued $1.5 billion aggregate principal amount of junior subordinated notes. The following tables summarize the combined financial information of (i) Vistra Corp., which is the ultimate parent company and guarantor of the Vistra Operations Junior Subordinated Notes, on a stand-alone, unconsolidated basis and (ii) Vistra Operations, whose Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp., on a stand-alone, unconsolidated basis. Vistra Corp.'s guarantee is irrevocable and unconditional and covers the due and punctual payment of principal, premium, if any, and interest on the applicable debt securities, as well as Vistra Operations' other obligations under the applicable indenture and debt securities when due and payable. See Note 12 to the Financial Statements for discussion of the Vistra Operations Junior Subordinated Notes.

The financial information presented below is summarized for Vistra Corp. and Vistra Operations on a combined basis, after elimination of intercompany transactions, and excludes the investments in and equity in the earnings of any subsidiaries. The summarized financial information should be read in conjunction with the consolidated financial statements and notes thereto of Vistra.

Vistra Corp. files a consolidated U.S. federal income tax return. Consolidated income tax expense or benefits and deferred tax assets and liabilities have been allocated between Vistra Corp., Vistra Operations and non-guarantor subsidiaries.

						Nine Months Ended September 30, 2026
Summarized Statement of Operations						(in millions)
Operating revenues (a)						$	642
Operating revenues - non guarantor subsidiaries (a)						(263)
Total operating revenues						379
Selling, general, and administrative expenses						(180)
Interest expense and related charges						(827)
Net loss before income taxes						(652)
Income tax benefit						148
Net loss						$	(504)

____________

(a)Includes unrealized gains and losses on commodity derivative transactions.

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			September 30, 2026						December 31, 2025
			(in millions)
Summarized Balance Sheets
Total current assets			$	2,770					$	664
Accumulated deferred income taxes			752						1,197
Total noncurrent assets			1,054						1,405
Total assets			$	3,824					$	2,069
Short-term borrowings			$	—					$	1,800
Long-term debt due currently			2,602						525
Forward repurchase obligations due currently			622						632
Due to non-guarantor subsidiaries			2,428						991
Total current liabilities			6,431						4,515
Long-term debt, less due currently			16,444						14,552
Total noncurrent liabilities			16,787						15,122
Total liabilities			23,218						19,637
Total equity			(19,394)						(17,568)
Total liabilities and equity			$	3,824					$	2,069

Guarantees

See Note 16 to the Financial Statements for additional information.

Commitments and Contingencies

See Note 16 to the Financial Statements for additional information.

Critical Accounting Estimates

The Company's discussion and analysis of its financial position and results of operations is based upon its condensed consolidated financial statements. The preparation of these condensed consolidated financial statements requires estimation and judgment that affect the reported amounts of revenue, expenses, assets, and liabilities. The Company bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the accounting for assets and liabilities that are not readily apparent from other sources. If the estimates differ materially from actual results, the impact in the condensed consolidated financial statements may be material. The Company's critical accounting estimates are disclosed in our 2025 Form 10-K. There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.

Changes in Accounting Standards

See Note 1 to the Financial Statements for additional information.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our financial position is routinely subject to a variety of risks, including market risks associated with (i) changes in commodity prices, (ii) interest rate movements on outstanding debt, and (iii) credit risk, which is the risk of financial loss if a customer, counterparty, or financial institution is unable to perform or pay amounts due to us.

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Market risks are monitored by our risk management group which operates independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies. These practices and methodologies measure the risk of change in value of the portfolio of contracts and the hypothetical effect on this value from changes in market conditions. Measurement techniques include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Risk management regularly reports its analysis to the Company's Risk Committee and Executive Committee, and to the Sustainability and Risk Committee of the Board.

Commodity Price Risk and Oversight

Our business is subject to the inherent risks of market fluctuations in the price of commodities for energy-related products we market or purchase in futures markets including electricity, natural gas, uranium, coal, environmental credits and other energy commodities in competitive wholesale markets. Factors that influence these market fluctuations are dependent upon many factors outside of our control including seasonal changes in supply and demand, weather conditions, market liquidity, governmental, regulatory, and environmental policies.

We manage the commodity price and commodity-related operational risk related to the competitive energy business within limitations established by senior management and in accordance with overall risk management policies. In managing commodity price risk, we enter into a variety of market transactions including, but not limited to, short- and long-term contracts for physical delivery, exchange-traded and over-the-counter financial contracts and bilateral contracts with customers. Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices. Our nuclear fleet is eligible for the nuclear PTC provided by the IRA which provides increasing levels of support as unit revenues decline below levels established in the IRA and is further adjusted annually for inflation over the duration of the program.

VaR Methodology

A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions. The resultant VaR produces an estimate of a portfolio's potential for loss given a specified confidence level and considers, among other things, market movements utilizing standard statistical techniques given historical and projected market prices and volatilities.

Parametric processes are used to calculate VaR and are considered by management to be the most effective way to estimate changes in a portfolio's value based on assumed market conditions for liquid markets. This measurement estimates the potential loss in value, due to changes in market conditions, of all underlying generation assets and contracts. The use of this method requires a number of key assumptions, such as use of (i) an assumed confidence level, (ii) an assumed holding period (i.e., the time necessary for management action, such as to liquidate positions), and (iii) historical estimates of volatility and correlation data.

The following table summarizes the VaR for Vistra's commodity portfolio based on a 95% confidence level and an assumed holding period of 60 days. Average VaRs are the average of each month-end average for the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively.

			Nine Months Ended September 30, 2026						Year Ended December 31, 2025
			(in millions)
Average VaR			$	384					$	224
High VaR			$	491					$	316
Low VaR			$	183					$	138

Interest Rate Risk

We are exposed to fluctuations in interest rates through our issuance of variable rate debt. We mitigate our exposure to fluctuations in interest rates by entering into interest rate swaps. These interest rate swaps limit the impact of interest rate changes on our results of operations and cash flows and lower our overall borrowing costs. Interest rate risk is managed centrally by our treasury function.

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As of September 30, 2026, we have approximately $1.457 billion principal amount of variable rate debt consisting of the BCOP Credit Facility and the Vistra Zero Term Loan B Facility (see Note 12 to the Financial Statements for additional information). We have entered into net notional interest rate swaps that will hedge $411 million of our project-level debt through October 2045 (see Note 13 to the Financial Statements for additional information). As of September 30, 2026, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled approximately $10 million after taking into account the interest rate swaps.

Credit Risk

Our primary concentration of credit risk is associated with the collection of receivables resulting from sales to retail customers and the risk of a counterparty's failure to meet its obligations under derivative contracts. We minimize our exposure to credit risk by evaluating potential counterparties, monitoring ongoing counterparty risk and assessing overall portfolio risk. This includes review of counterparty financial conditions, current and potential credit exposures, credit rating and other quantitative and qualitative credit criteria. We also employ certain risk mitigation practices, including utilization of standardized master agreements that provide for netting and setoff rights, as well as credit enhancements such as margin deposits and customer deposits, letters of credit, parental guarantees and surety bonds. See Note 13 to the Financial Statements for additional information.

Our gross credit exposure (excluding collateral impacts) associated with retail and wholesale trade accounts receivable and net derivative assets (liabilities) arising from commodity contracts and hedging and trading activities totaled $3.101 billion as of September 30, 2026. Including collateral posted to us by counterparties, our net exposure was $2.915 billion, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality as of September 30, 2026. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets.

			September 30, 2026
			Exposure Before Credit Collateral
			Trade Accounts Receivable						Derivatives						Gross Exposure						Credit Collateral						Net Exposure
			(in millions)
Retail segment			$	2,226					$	47					$	2,273					$	43					$	2,230
Texas, East, West, and Asset Closure segments:
Investment grade			$	203					$	543					$	746					$	131					$	615
Below investment grade or no rating			25						57						82						12						70
Texas, East, West, and Asset Closure segments			$	228					$	600					$	828					$	143					$	685
Total			$	2,454					$	647					$	3,101					$	186					$	2,915

Contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements and are excluded from the detail above. Such contractual commitments may contain pricing that is favorable considering current market conditions and therefore represent economic risk if the counterparties do not perform.

An event of default by one or more counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts such as margin deposits are owed to the counterparties or delays in receipts of expected settlements owed to us. Significant (i.e., 10% or greater) concentration of credit exposure exists with two counterparties, which represented an aggregate $252 million, or 37%, of our total net exposure of our wholesale segments as of September 30, 2026. We view exposure to these counterparties to be within an acceptable level of risk tolerance due to the counterparties' credit ratings, market role and deemed creditworthiness and the importance of our business relationship with the counterparties.

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Energy-Related Commodity Contracts and Mark-to-Market Activities

The table below summarizes the changes in commodity contract assets and liabilities for the nine months ended September 30, 2026 and 2025.

			Nine Months Ended September 30,
			2026						2025
			(in millions)
Commodity contract net liability as of January 1			$	(2,576)					$	(1,459)
Mark-to-market adjustments:
Settlements/termination of positions (a)			998						881
Changes in fair value of positions in the portfolio (b)			(188)						(1,248)
Net gain (loss) associated with mark-to-market accounting			810						(367)
Other activity (c)			(151)						82
Commodity contract net liability as of September 30			$	(1,917)					$	(1,744)

____________

(a)Represents reversals of previously recognized unrealized gains and losses upon settlement/termination (offsets realized gains/(losses) recognized in the settlement period). Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month.

(b)Represents unrealized net gains/(losses) recognized, reflecting the effect of changes in fair value. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month.

(c)Primarily represents changes in fair value of positions due to receipt or payment of cash not reflected in unrealized gains or losses. Amounts are generally related to premiums related to options purchased or sold as well as certain margin deposits classified as settlement for certain transactions executed on the CME.

The following maturity table presents the net commodity contract liability arising from recognition of fair values as of September 30, 2026, scheduled by the source of fair value and contractual settlement dates of the underlying positions.

						Maturity dates of unrealized commodity contract net liability as of September 30, 2026
Source of Fair Value						Less than 1 year						1-3 years						4-5 years						Excess of 5 years						Total
						(in millions)
Prices actively quoted						$	(679)					$	(300)					$	7					$	—					$	(972)
Prices provided by other external sources						(177)						(35)						2						—						(210)
Prices based on models						(14)						(238)						(187)						(296)						(735)
Total						$	(870)					$	(573)					$	(178)					$	(296)					$	(1,917)

We have engaged in natural gas hedging activities to mitigate the risk of higher or lower wholesale electricity prices that have corresponded to increases or declines in natural gas prices. When natural gas prices are elevated or depressed, we continue to seek opportunities to manage our wholesale power price exposure through hedging activities, including forward wholesale and retail electricity sales.

Item 4.CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) in effect at September 30, 2026. Based on the evaluation performed, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of that date.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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VISTRA CORP.

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

See Note 16 to the Financial Statements for additional information.

Item 1A.RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors discussed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K. We could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchases of common stock during the three months ended September 30, 2026.

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of a Publicly Announced Program						Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions)
July 1 - July 31, 2026						419,577						$	154.87					419,577						$	1,225
August 1 - August 31, 2026						553,120						$	141.90					553,120						$	1,147
September 1 - September 30, 2026						458,469						$	141.68					458,469						$	1,082
For the quarter ended September 30, 2026						1,431,166						$	145.63					1,431,166						$	1,082

In October 2021, the Board authorized the 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.

Board Authorization Dates						Amount Authorized for Share Repurchases
						(in billions)
October 2021						$	2.00
August 2022						1.25
March 2023						1.00
February 2024						1.50
October 2024						1.00
October 2025						1.00
Cumulative authorization at September 30, 2026						$	7.75

In October 2026, the Board authorized an incremental amount of $1.5 billion for repurchases under the Share Repurchase Program. We expect to complete repurchases under the Share Repurchase Program by the end of 2028. See Note 17 to the Financial Statements for additional information.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None.

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VISTRA CORP.

Item 4.    MINE SAFETY DISCLOSURES

Vistra currently owns and operates, or is in the process of reclaiming, 12 surface lignite coal mines in Texas to provide fuel for its electricity generation facilities. Vistra also owns or leases, and is in the process of reclaiming, two waste-to-energy surface facilities in Pennsylvania. These mining operations are regulated by the MSHA under the Federal Mine Safety and Health Act of 1977, as amended (the Mine Act), along with other federal and state regulatory agencies such as the RCT and Office of Surface Mining. The MSHA inspects U.S. mines, including Vistra's mines, on a regular basis, and if it believes a violation of the Mine Act or any health or safety standard or other regulation has occurred, it may issue a citation or order, generally accompanied by a proposed fine or assessment. Such citations and orders can be contested and appealed, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders, and proposed assessments is provided in Exhibit 95.1 to this quarterly report on Form 10-Q.

Item 5.OTHER INFORMATION

During the three months ended September 30, 2026, none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a 10b5-1 Plan) or any "non-Rule 10b5-1 trading arrangement," except as set forth below.

On August 18, 2026, Stephanie Moore, Executive Vice President, General Counsel and Chief Compliance Officer of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 57,500 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on November 20, 2026 and will terminate on August 27, 2027, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

On August 24, 2026, Stacey Doré, Chief Strategy and Sustainability Officer & Executive Vice President, Public Affairs of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 50,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on January 4, 2027 and will terminate on June 30, 2027, subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.

Item 6.    EXHIBITS

(a)    Exhibits filed or furnished as part of Part II are:

Exhibits						Previously Filed With File Number*						As Exhibit
(2)						Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1						001-38086 Form 8-K (filed March 7, 2023)						2.1						—						Transaction Agreement, dated March 6, 2023, by and among Vistra Operations Company LLC, Black Pen Inc. and Energy Harbor Corp.
2.2						001-38086 Form 8-K (filed May 21, 2025)						2.1						—						Purchase and Sale Agreement, dated May 15, 2025, by and among Vistra Operations Company LLC, NEP Holdco 1, L.L.C., NatGas Fund Holdings, L.L.C., SEIF III NatGas Holdings, L.L.C. and Edgewater Parent, L.L.C.
2.3						001-38086 Form 8-K (filed January 5, 2026)						2.1						—						Purchase and Sale Agreement, dated as of December 31, 2025, by and among Q-Generation Holdings, LLC, Vistra Operations Company LLC and Vistra Corp.
2.4						001-38086 Form 8-K (filed January 5, 2026)						2.2						—						Agreement and Plan of Merger, dated as of December 31, 2025, by and among Hamilton Holdings II, LLC, Vistra Operations Company LLC, TSVME LLC and Q-Generation Holdings, LLC
(3(i))						Articles of Incorporation
3.1						001-38086 Form 8-K (filed May 5, 2025)						3.1						—						Amended and Restated Certificate of Incorporation of Vistra Corp.

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VISTRA CORP.

Exhibits						Previously Filed With File Number*						As Exhibit
3.2						001-38086 Form 8-K (filed October 15, 2021)						3.1						—						Series A Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on October 14, 2021
3.3						001-38086 Form 8-K (filed December 13, 2021)						3.1						—						Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021
3.4						001-38086 Form 8-K (filed January 4, 2024)						3.1						—						Series C Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 29, 2023
(3(ii))						By-laws
3.5						001-38086 Form 8-K (filed May 5, 2025)						3.2						—						Amended and Restated Bylaws of Vistra Corp., effective May 2, 2025
(4)						Instruments Defining the Rights of Security Holders, Including Indentures
4.1						001-38086 Form 8-K (filed July 16, 2026)						4.1						—						Seventeenth Amendment to Receivables Purchase Agreement dated as of July 10, 2026, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.2						001-38086 Form 8-K (filed September 24, 2026)						4.1						—						Indenture, dated as of September 24, 2026, by and among Vistra Operations Company LLC, as Issuer, Vistra Corp., as Guarantor, and Wilmington Trust, National Association, as Trustee
4.3						001-38086 Form 8-K (filed September 24, 2026)						4.2						—						First Supplemental Indenture, dated as of September 24, 2026, by and among Vistra Operations Company LLC, as Issuer, Vistra Corp., as Guarantor, and Wilmington Trust, National Association, as Trustee
4.4						001-38086 Form 8-K (filed September 24, 2026)						4.3						—						Form of 7.000% Series A Junior Subordinated Note due 2057 (included in Exhibit 4.3 hereto)
4.5						001-38086 Form 8-K (filed September 24, 2026)						4.4						—						Form of 7.250% Series B Junior Subordinated Note due 2057 (included in Exhibit 4.3 hereto)
(10)						Material Contracts
10.1						001-38086 Form 8-K (filed July 16, 2026)						10.1						—						Amendment No. 7 to Master Framework Agreement, dated as of July 10, 2026, by and among TXU Energy Retail Company LLC., as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd, as buyer
10.2						001-38086 Form 8-K (filed October 5, 2026)						10.1						—						Eleventh Amendment to Credit Agreement, dated September 30, 2026, by and among Vistra Operations Company LLC (as Borrower), the lenders party thereto and Citibank, N.A. (as Administrative Agent and Collateral Agent)
10.3						**												—						Third Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and James A. Burke
10.4						**												—						Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Kristopher E. Moldovan
10.5						**												—						Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Stacey Doré

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VISTRA CORP.

Exhibits

Previously Filed With File Number*

As Exhibit

10.6

**

—

Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Scott A. Hudson

10.7

**

—

Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Stephanie Zapata Moore

(22)

Subsidiary Guarantors and Issuers of Guaranteed Securities

22.1

**

—

List of Issuers and Guarantors of Guaranteed Securities

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

31.1

**

—

Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

**

—

Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 1350 Certifications

32.1

***

—

Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

***

—

Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(95)

Mine Safety Disclosures

95.1

**

—

Mine Safety Disclosures

XBRL Data Files

101.INS

**

—

The following financial information from Vistra Corp.'s Quarterly Report on Form 10-Q for the period ended September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Changes in Equity and (v) the Notes to the Condensed Consolidated Financial Statements

101.SCH

**

—

Inline XBRL Taxonomy Extension Schema Document

101.CAL

**

—

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

**

—

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

**

—

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

**

—

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

**

—

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________

*    Incorporated herein by reference

**    Filed herewith

***    Furnished herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Vistra Corp.

By:

/s/ MARGARET MONTEMAYOR

Name:

Margaret Montemayor

Title:

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

Date: November 6, 2026

83

Exhibit 10.3

THIRD AMENDED & RESTATED EMPLOYMENT AGREEMENT

This THIRD AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), executed on August 11, 2026, and effective as of August 1, 2026 (the “Effective Date”) is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and James A. Burke (“Executive”).

Recitals:

WHEREAS, the Company and Executive have previously entered into a written employment agreement effective as of October 4, 2016, as amended and restated effective as of May 1, 2019, and as further amended and restated effective as of August 1, 2022 (as so amended and restated, the “Prior Employment Agreement”), pursuant to which Executive provides services to the Company as its President and Chief Executive Officer, and the Company and Executive desire to amend and restate the Prior Employment Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.    Term

(a)    Until the Effective Date, Executive’s employment will continue in accordance with the terms and conditions set forth in the Prior Employment Agreement, which will continue to remain in full force and effect until the Effective Date. Upon the Effective Date, Executive’s employment will continue in accordance with the terms and conditions of this Agreement, which terms shall substitute and supersede in their entirety the terms and conditions set forth in the Prior Employment Agreement without the need for any further actions on behalf of either party at such time.

(b)    The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the three (3) year anniversary of the Effective Date (the “Initial Expiration Date”); provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be automatically extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment shall not be so extended (in which case, Executive’s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); provided, however, that Executive’s employment under this Agreement may be terminated at any earlier time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the

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scheduled expiration of the extended term, if applicable) is herein referred to as the “Expiration Date.”

(c)    Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.    Definitions

For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

(a)    “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(b)    “Board” means the Board of Directors of the Company.

(c)    “Change in Control” shall be deemed to occur upon any of the following events:

(i)    the acquisition by any Person or related “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the “Exchange Act”)) of Beneficial Ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the “Common Stock”), including Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;

(ii)    a change in the composition of the Board such that members of the Board during any consecutive twelve (12)-month period (the “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;

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(iii)    the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or

(iv)    the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale (in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.

(d)    “Cause” means (i) Executive’s willful and continued failure to perform Executive’s duties with the Company; (ii) Executive’s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company; (iv) Executive’s willful engagement in illegal conduct or gross misconduct; (v) Executive’s willful breach of this Agreement; or (vi) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude. No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission was in the best interests of the Company.

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(e)    “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract.

(f)    “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative.

(g)    “Good Reason” means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive’s title, duties, responsibilities, authorities, or terms of employment set forth in Section 3, or a requirement that Executive report to someone other than the Board; or (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than sixty (60) days following Executive’s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company’s failure to cure; provided that, in the event that the circumstances giving rise to Executive’s resignation are due to a change in reporting structure as described in (i) above, Executive’s resignation shall be effective six (6) months following such change unless an earlier date is determined by the Company.

(h)    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated entity, or other entity.

3.    Duties and Responsibilities

The Company hereby continues employing Executive, and Executive hereby accepts continued employment, subject to the terms and conditions contained herein, during the Term, as the President and Chief Executive Officer. During the Term, Executive agrees to be employed by and devote all of Executive’s business time and attention to the Company and the promotion of its interests and to use Executive’s best efforts to faithfully and diligently serve the Company; provided, however, that, to the extent that such activities do not significantly interfere with the performance of Executive’s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive’s personal, financial, and legal affairs, (b) serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board pursuant to a duly authorized resolution of the Board, serve on corporate boards and committees of such boards. Executive will report solely to the Board. Executive will

4

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perform such lawful duties and responsibilities as are commensurate with Executive’s title and position, and such other duties and responsibilities commensurate with Executive’s title and position as may be reasonably requested by the Board from time to time. Executive will have the authority customarily exercised by an individual serving as President and Chief Executive Officer of a corporation of the size and nature of the Company. Upon the Effective Date, Executive shall be appointed to the Board, and upon the expiration of his term on the Board during the Term, Executive shall be nominated for re-election to the Board and, upon request, Executive shall serve as a director or an officer of one or more subsidiaries of the Company, or of an Affiliate of the Company. Executive shall not be compensated additionally in Executive’s capacity as a member of the Board or as a director or officer of a subsidiary of Affiliate of the Company. Executive’s place of employment will be in Irving, Texas. For the avoidance of doubt, until the Effective Date, the Company will continue to employ Executive as the Company’s Executive Vice President and Chief Operating Officer.

4.    Compensation and Related Matters

(a)    Base Salary. During the Term, Executive will receive an aggregate annual base salary (“Base Salary”) at an initial rate of $1,550,000, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the Board, or an authorized committee thereof, and increased (but not decreased) in the Board’s (or such committee’s) sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate and references in this Section 4 to the “Board” shall include such committee.

(b)    Annual Bonus. During the Term, Executive shall be eligible to receive a cash bonus (the “Annual Bonus”) for each year (or portion thereof), provided that, except as otherwise provided herein, Executive has remained employed by the Company through the applicable payment date. Executive’s target bonus opportunity for any particular year (the “Target Bonus”) shall be 160% of Base Salary, and Executive’s maximum bonus opportunity shall be 200% of the Target Bonus. The Annual Bonus shall be subject to performance metrics approved by the Board based on key short-term objectives and shall be at the full discretion of the Board. Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same time as annual bonuses are paid to all other senior executives.

(c)    Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and programs, as they may be amended from time to time, and commensurate with Executive’s position. During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning.

(d)    Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense

5

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reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(e)    Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the Company’s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other entity. The Company shall provide Executive with customary directors’ and officers’ liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company is entitled. Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection with this Agreement or Executive’s employment hereunder; (ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing; or (iii) any liabilities, damages, claims or expenses incurred that are attributable to Executive’s fraud, bad faith, willful misconduct, or gross negligence.

5.    Termination of Employment

(a)    Executive’s employment under this Agreement may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least sixty (60) days’ advance written notice of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement)). Any such written notice shall be delivered in accordance with Section 21 and shall set forth in reasonable detail the facts and circumstances providing a basis for the termination. Notwithstanding the foregoing, Executive’s employment shall terminate automatically upon Executive’s death.

(b)    Following any termination of Executive’s employment under this Agreement, except as provided under Sections 5(c), 5(d), and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to

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Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary, any accrued but unused vacation, and any unreimbursed expenses under Section 4(d), in each case as accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies, and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive’s employment is terminated for any reason.

(c)    If Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive: (A) severance pay in an aggregate amount (the “Severance Pay”) equal to two times (2x) the sum of (1) Base Salary plus (2) Target Bonus; (B) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have been payable to Executive had Executive’s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated Bonus”); (C) any accrued but unpaid Annual Bonus in respect of the fiscal year prior to the fiscal year of termination (the “Unpaid Annual Bonus”); and (D) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; and provided, further, that, to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the “Healthcare Severance Benefits”), commencing as provided in Section 23(c). The Severance Pay shall be paid in equal installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below. The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination.

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(d)    Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control, Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, then Executive, in lieu of any of the amounts and benefits described in Section 5(c), and in addition to the payments and benefits specified in Section 5(b), shall be entitled to receive (i) the Unpaid Annual Bonus, (ii) 2.99 times the sum of (A) Base Salary plus (B) Target Bonus (the “CIC Severance Pay”), (iii) the product of (x) the Target Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated CIC Bonus”), and (iv) the Healthcare Severance Benefits for twenty-four (24) months (as described above and commencing as provided in Section 23(c)). The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c); provided, however, if the Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”), the portion of the CIC Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if Section 5(c) applied shall be paid to Executive in equal monthly installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below, and the portion of the CIC Severance Pay in excess of such amount shall be paid to Executive in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c). The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination.

(e)    If Executive’s employment under this Agreement is terminated due to death or Disability, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination, and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive’s termination.

(f)    Executive’s entitlement to the payments and benefits set forth in Sections 5(c) and 5(d) shall be conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, substantially in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms within sixty (60) days following Executive’s termination of employment (the “Release Condition”), and Executive’s continued compliance with Sections 6 and 7 hereof.

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(g)    Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, Executive shall be deemed to have resigned, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.

(h)    The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.

(i)    Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. However, the Company’s obligations to make the payments provided for in this Agreement are subject to counterclaim, set-off, and recoupment for amounts owed by Executive to the Company or its Affiliates, to the extent permitted by Section 409A (as defined below) and any Company clawback policy.

6.    Confidential Information

(a)    Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may be provided and receive access to Confidential Information during the course of Executive’s employment. In addition, Executive understands that the Company and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and Third Party Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information or Third Party Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination.

(b)    All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such

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Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including removable drives and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

(c)    Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive will not be required to notify the Company that such reports or disclosures have been made.

(d)    Executive also understands that 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, provided that the filing is made under seal and protected from public disclosure.

(e)    “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) all products planned,

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researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

7.    Restricted Activities

Executive agrees that restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. The Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:

(a)    While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company or through an independently controlled fund such as a mutual fund), consultant, agent, employee, director, co-venturer, or otherwise, (i) compete with the business of the Company or any of its Affiliates in the Restricted Area (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its Affiliates as of the date of such termination.

(b)    Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates.

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(c)    Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any Covered Customer to terminate or diminish its relationship with them, or, in the case of a Covered Customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.

(d)    Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other civil or criminal conduct that Executive has reason to believe is unlawful.

(e)    Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

(f)    For purposes of this Section 7, the following terms have the meanings set forth below:

(i)    “Covered Customer” means a customer of the Company or any of its Affiliates that Executive had material contact with during the Look Back Period, including customer representatives like, but not limited to, buying groups, brokers, and comparable intermediaries with control over the decision to do business with the Company or any of its Affiliates, as well as active customer prospects as of the date of termination of Executive’s employment. Material contact will be presumed present if in the Look Back Period: Executive (or persons under Executive’s supervision) had contact or similar interaction with the customer, or Executive was provided Confidential Information about the customer, or Executive received commissions, bonuses, or other beneficial credit or consideration for business conducted with the customer.

(ii)    “Look Back Period” means the period of Executive’s employment with the Company or any of its Affiliates (including any period of employment with a predecessor entity acquired by the Company) within the one (1) year preceding the date of termination of Executive’s employment.

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(iii)    “Restricted Area” means each county and state within the United States (and each equivalent geographic subdivision of any other country in which the Company or any of its Affiliates conduct business) in which, during the Look Back Period: (A) Executive performed services for, or had functional, strategic, oversight, or decision-making responsibility on behalf of, the Company or any of its Affiliates; (B) the Company or any of its Affiliates conducted business that Executive managed, supported, supervised, or was responsible for, or as to which Executive received, used, or generated Confidential Information; or (C) the Company or any of its Affiliates had taken substantial steps toward conducting business and as to which Executive received, used, or generated Confidential Information.

8.    Notification Requirement

Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity Executive plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

9.    Intellectual Property Rights

(a)    Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly

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and fully disclose to the Company all information known to Executive concerning such Invention.

(b)    Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company.

(c)    Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.    Remedies and Injunctive Relief

Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including specific performance, temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

11.    Representations; Advice of Counsel

(a)    Executive represents, warrants, and covenants that as of the date hereof: (i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the

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Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of; or a default under, any existing obligation, commitment, or agreement to which Executive is subject.

(b)    Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)    The Company represents, warrants, and covenants that as of the date hereof: (i) the Company has the full right, authority, and capacity to enter into this Agreement and perform the Company’s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company’s obligations to Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is subject.

12.    Cooperation

Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial); provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith.

13.    Withholding

The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Assignment

Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent

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of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns.

15.    Governing Law; No Construction Against Drafter

This Agreement shall be deemed made in the State of Texas, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

16.    Consent to Jurisdiction; Waiver of Jury Trial

(a)    Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Texas (or, if subject matter jurisdiction in such courts are not available, in any state court located within the State of Texas) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party.

(b)    The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)    The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

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(d)    Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d).

(e)    Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

17.    Amendment; No Waiver; Severability

(a)    No provisions of this Agreement may be amended, modified, waived, or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b)    If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Sections 6 through 10 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

18.    Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), including the Prior Agreement,

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between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

19.    Survival

The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.    Notices

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

If to the Company:    Vistra Corp.
Attn: Corporate Secretary
6555 Sierra Drive
Irving, TX 75039

If to Executive:    At the most recent address on file in the Company’s records.

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

21.    Interpretation

The headings of this Agreement are inserted for convenience only, and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, and instruments refer to such laws, regulations, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be

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construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

22.    Counterparts

This Agreement may be executed in one or more counterparts (including via electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

23.    Section 409A.

(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.

(b)    Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date of Executive’s “separation from service” (within the meaning of Treasury Regulations § 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are “deferred compensation” subject to Section 409A that would be made to Executive prior to the date that is six (6)-months after the date of Executive’s separation from service shall be made within ten (10) business days after such six (6)-month date or, if earlier, ten (10) days following the date of Executive’s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.

(c)    Except to the extent required to be delayed pursuant to Section 23(b), any payment or benefit due or payable on account of Executive’s separation from service to which this Section 23(c) applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the “Release Effective Date”); provided that, to the extent that such payment or benefit represents a “deferral of compensation” within the meaning of Section 409A and the sixty (60)-day period following Executive’s separation from service spans two (2) taxable years, payment shall not be made or commence prior to January 1 of the second taxable year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced

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immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(d)    Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“Short-term deferrals”) and (b)(9) (“Separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,” “termination,” or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(e)    Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided that such expenses are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during Executive’s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

24.    Section 280G. To the extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any Company stock is readily tradeable on an established securities market or otherwise, if it is determined by a reputable

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service provider selected by the Company that any payment or benefit in the nature of compensation made or provided to Executive in connection with the Executive’s employment with the Company (collectively, “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then the Executive will be entitled to receive either (a) the full amount of the Payments, or (b) a portion of the Payments having a value equal to $1 less than three times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (a) and (b), after taking into account applicable federal, state, and local income and employment taxes and the Parachute Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Payments.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

VISTRA CORP. AND VISTRA CORPORATE SERVICES COMPANY

By: /s/ Amanda DonCarlos                
Name: Amanda DonCarlos
Title: Chief Human Resources Officer

JAMES A. BURKE

/s/ James A. Burke                    

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Exhibit A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Third Amended & Restated Employment Agreement executed on August 11, 2026, and effective as of August 1, 2026, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and James A. Burke (my “Agreement”).

For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991,; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance and termination payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification or coverage under any D&O insurance policy that I may be entitled to, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (x) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); (y) initiating or participating in an investigation or proceeding conducted by the EEOC; or (z) reporting possible violations of federal, state, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company.

I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have

1 Note to Draft: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967).

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elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Texas, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Texas. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

                    
James A. Burke

                    
DATE

Exhibit 10.4

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), executed on August 11, 2026, and effective as of August 1, 2026 (the “Effective Date”), is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”), and Kristopher E. Moldovan (“Executive”).

Recitals:

WHEREAS, the Company and Executive have previously entered into a written employment agreement dated August 1, 2022 (the “Prior Agreement”) pursuant to which Executive provides services to the Company, and the Company and Executive desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.    Term

(a)    The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the three (3)-year anniversary of the Effective Date (the “Initial Expiration Date”); provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be automatically extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment shall not be so extended (in which case, Executive’s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); provided, however, that Executive’s employment under this Agreement may be terminated at any earlier time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the “Expiration Date.”

(b)    Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.    Definitions.

For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

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(a)    “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(b)    “Board” means the Board of Directors of the Company.

(c)    “Change in Control” shall be deemed to occur upon any of the following events:

(i)    the acquisition by any Person or related “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the “Exchange Act”)) of Beneficial Ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the “Common Stock”), including Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;

(ii)    a change in the composition of the Board such that members of the Board during any consecutive twelve (12)-month period (the “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;

(iii)    the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or

(iv)    the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale (in either case, the “Surviving Company”), or the ultimate parent entity

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that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.

(d)    “Cause” means (i) Executive’s willful and continued failure to perform Executive’s duties with the Company; (ii) Executive’s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company; (iv) Executive’s willful engagement in illegal conduct or gross misconduct; (v) Executive’s willful breach of this Agreement; or (vi) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude. No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission was in the best interests of the Company.

(e)    “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract.

(f)    “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or

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incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative.

(g)    “Good Reason” means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive’s title, duties, responsibilities, authorities, or terms of employment set forth in Section 3 or (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than sixty (60) days following Executive’s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company’s failure to cure.

(h)    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated entity, or other entity.

3.    Duties and Responsibilities.

The Company hereby continues employing Executive, and Executive hereby accepts continued employment, subject to the terms and conditions contained herein, during the Term, as the Executive Vice President and Chief Financial Officer. During the Term, Executive agrees to be employed by and devote all of Executive’s business time and attention to the Company and the promotion of its interests and to use Executive’s best efforts to faithfully and diligently serve the Company; provided, however, that, to the extent that such activities do not significantly interfere with the performance of Executive’s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive’s personal, financial, and legal affairs, (b) serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board pursuant to a duly authorized resolution of the Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s title and position, and such other duties and responsibilities commensurate with Executive’s title and position as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an individual serving as an Executive Vice President of a corporation of the size and nature of the Company. Executive’s place of employment will be in Irving, Texas.

4.    Compensation and Related Matters.

(a)    Base Salary. During the Term, Executive will receive an aggregate annual base salary (“Base Salary”) at an initial rate of $768,622.05, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the Board, or an authorized committee thereof, and increased (but not decreased) in the Board’s (or such committee’s) sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate and references in this Section 4 to the “Board” shall include such committee.

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(b)    Annual Bonus

During the Term, Executive shall be eligible to receive a cash bonus (the “Annual Bonus”) for each year (or portion thereof), provided that, except as otherwise provided herein, Executive has remained employed by the Company through the applicable payment date. Executive’s target bonus opportunity for any particular year (the “Target Bonus”) shall be 95% of Base Salary, and Executive’s maximum bonus opportunity shall be 200% of the Target Bonus. The Annual Bonus shall be subject to performance metrics approved by the Board based on key short-term objectives and shall be at the full discretion of the Board. Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same time as annual bonuses are paid to all other senior executives.

(c)    Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and programs, as they may be amended from time to time, and commensurate with Executive’s position. During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning.

(d)    Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(e)    Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the Company’s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other entity. The Company shall provide Executive with customary directors’ and officers’ liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company is entitled. Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection with this Agreement or Executive’s employment hereunder;

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(ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing; or (iii) any liabilities, damages, claims or expenses incurred that are attributable to Executive’s fraud, bad faith, willful misconduct, or gross negligence.

5.    Termination of Employment.

(a)    Executive’s employment under this Agreement may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least sixty (60) days’ advance written notice of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement)). Any such written notice shall be delivered in accordance with Section 20 and shall set forth in reasonable detail the facts and circumstances providing a basis for the termination. Notwithstanding the foregoing, Executive’s employment shall terminate automatically upon Executive’s death.

(b)    Following any termination of Executive’s employment under this Agreement, except as provided under Sections 5(c), 5(d), and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary, any accrued but unused vacation, and any unreimbursed expenses under Section 4(d), in each case as accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies , and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive’s employment is terminated for any reason.

(c)    If Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive: (A) severance pay in an aggregate amount (the “Severance Pay”) equal to two times (2x) the sum of (1) Base Salary plus (2) Target Bonus; (B) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have been payable to Executive had Executive’s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such

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fiscal year (the “Prorated Bonus”); (C) any accrued but unpaid Annual Bonus in respect of the fiscal year prior to the fiscal year of termination (the “Unpaid Annual Bonus”); and (D) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; and provided, further, that, to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the “Healthcare Severance Benefits”), commencing as provided in Section 23(c). The Severance Pay shall be paid in equal installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below. The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination.

(d)    Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control, Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, then Executive, in lieu of any of the amounts and benefits described in Section 5(c), and in addition to the payments and benefits specified in Section 5(b), shall be entitled to receive (i) the Unpaid Annual Bonus, (ii) 2.99 times the sum of (A) Base Salary plus (B) Target Bonus (the “CIC Severance Pay”), (iii) the product of (x) the Target Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated CIC Bonus”), and (iv) the Healthcare Severance Benefits for twenty-four (24) months (as described above and commencing as provided in Section 23(c)). The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c); provided, however, if the Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a) (2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”), the portion of the CIC Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if Section 5(c) applied shall be paid to Executive in equal monthly installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll

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practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below, and the portion of the CIC Severance Pay in excess of such amount shall be paid to Executive in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c). The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination.

(e)    If Executive’s employment under this Agreement is terminated due to death or Disability, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination, and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive’s termination.

(f)    Executive’s entitlement to the payments and benefits set forth in Sections 5(c) and 5(d) shall be conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, substantially in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms within sixty (60) days following Executive’s termination of employment (the “Release Condition”), and Executive’s continued compliance with Sections 6 and 7 hereof.

(g)    Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, Executive shall be deemed to have resigned, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.

(h)    The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.

(i)    Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. However, the Company’s obligations to make the payments provided for in this Agreement are subject to counterclaim, set-off, and recoupment for amounts owed by Executive to the Company or its Affiliates, to the extent permitted by Section 409A (as defined below) and any Company clawback policy.

6.    Confidential Information

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(a)    Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may be provided and receive access to Confidential Information during the course of Executive’s employment. In addition, Executive understands that the Company and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and Third Party Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information or Third Party Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination.

(b)    All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including removable drives and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

(c)    Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make

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any such reports or disclosures, and Executive will not be required to notify the Company that such reports or disclosures have been made.

(d)    Executive also understands that 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, provided that the filing is made under seal and protected from public disclosure.

(e)    “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

7.    Restricted Activities

Executive agrees that restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. The Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great

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competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:

(a)    While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company or through an independently controlled fund such as a mutual fund), consultant, agent, employee, director, co-venturer, or otherwise, (i) compete with the business of the Company or any of its Affiliates in the Restricted Area (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its Affiliates as of the date of such termination.

(b)    Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates.

(c)    Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any Covered Customer to terminate or diminish its relationship with them, or, in the case of a Covered Customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.

(d)    Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or

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discrimination or any other civil or criminal conduct that Executive has reason to believe is unlawful.

(e)    Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

(f)    For purposes of this Section 7, the following terms have the meanings set forth below:

(i)    “Covered Customer” means a customer of the Company or any of its Affiliates that Executive had material contact with during the Look Back Period, including customer representatives like, but not limited to, buying groups, brokers, and comparable intermediaries with control over the decision to do business with the Company or any of its Affiliates, as well as active customer prospects as of the date of termination of Executive’s employment. Material contact will be presumed present if in the Look Back Period: Executive (or persons under Executive’s supervision) had contact or similar interaction with the customer, or Executive was provided Confidential Information about the customer, or Executive received commissions, bonuses, or other beneficial credit or consideration for business conducted with the customer.

(ii)    “Look Back Period” means the period of Executive’s employment with the Company or any of its Affiliates (including any period of employment with a predecessor entity acquired by the Company) within the one (1) year preceding the date of termination of Executive’s employment.

(iii)    “Restricted Area” means each county and state within the United States (and each equivalent geographic subdivision of any other country in which the Company or any of its Affiliates conduct business) in which, during the Look Back Period: (A) Executive performed services for, or had functional, strategic, oversight, or decision-making responsibility on behalf of, the Company or any of its Affiliates; (B) the Company or any of its Affiliates conducted business that Executive managed, supported, supervised, or was responsible for, or as to which Executive received, used, or generated Confidential Information; or (C) the Company or any of its Affiliates had taken substantial steps toward conducting business and as to which Executive received, used, or generated Confidential Information.

8.    Notification Requirement.

Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity Executive plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

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9.    Intellectual Property Rights.

(a)    Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b)    Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company.

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(c)    Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.    Remedies and Injunctive Relief

Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including specific performance, temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

11.    Representations; Advice of Counsel.

(a)     Executive represents, warrants, and covenants that as of the date hereof: (i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.

(b)    Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)    The Company represents, warrants, and covenants that as of the date hereof: (i) the Company has the full right, authority, and capacity to enter into this Agreement and perform the Company’s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company’s obligations to Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is subject.

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12.    Cooperation.

Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial); provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith.

13.    Withholding.

The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Assignment.

Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns.

15.    Governing Law; No Construction Against Drafter

This Agreement shall be deemed made in the State of Texas, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

16.    Consent to Jurisdiction; Waiver of Jury Trial.

(a)    Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Texas (or, if subject matter jurisdiction in such courts is not available, in any state court located within the State of Texas) over any dispute arising out of or relating to

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this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party.

(b)    The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)    The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

(d)    Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d).

(e)    Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

17.    Amendment; No Waiver; Severability.

(a)    No provisions of this Agreement may be amended, modified, waived, or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial

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exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b)    If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Sections 6 through 10 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

18.    Entire Agreement.

This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), including the Prior Agreement, between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

19.    Survival.

The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.    Notices.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

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If to the Company:    Vistra Corp.
Attn: Corporate Secretary
6555 Sierra Drive
Irving, TX 75039

If to Executive:    At the most recent address on file in the
Company’s records.

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

21.    Interpretation.

The headings of this Agreement are inserted for convenience only, and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, and instruments refer to such laws, regulations, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

22.    Counterparts.

This Agreement may be executed in one or more counterparts (including via electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

23.    Section 409A.

(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within

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the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.

(b)    Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date of Executive’s “separation from service” (within the meaning of Treasury Regulations § 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are “deferred compensation” subject to Section 409A that would be made to Executive prior to the date that is six (6)- months after the date of Executive’s separation from service shall be made within ten (10) business days after such six (6)-month date or, if earlier, ten (10) days following the date of Executive’s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.

(c)    Except to the extent required to be delayed pursuant to Section 23(b), any payment or benefit due or payable on account of Executive’s separation from service to which this Section 23(c) applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the “Release Effective Date”); provided that, to the extent that such payment or benefit represents a “deferral of compensation” within the meaning of Section 409A and the sixty (60)-day period following Executive’s separation from service spans two (2) taxable years, payment shall not be made or commence prior to January 1 of the second taxable year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(d)    Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“Short-term deferrals”) and (b)(9) (“Separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,” “termination,” or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. In no event may

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Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(e)    Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided that such expenses are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during Executive’s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

24.    Section 280G.

    To the extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any Company stock is readily tradeable on an established securities market or otherwise, if it is determined by a reputable service provider selected by the Company that any payment or benefit in the nature of compensation made or provided to Executive in connection with the Executive’s employment with the Company (collectively, “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then the Executive will be entitled to receive either (a) the full amount of the Payments, or (b) a portion of the Payments having a value equal to $1 less than three times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (a) and (b), after taking into account applicable federal, state, and local income and employment taxes and the Parachute Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Payments.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

VISTRA CORP. AND VISTRA CORPORATE SERVICES COMPANY

By: /s/ Amanda DonCarlos                
Name: Amanda DonCarlos
Title: Chief Human Resources Officer

KRISTOPHER E. MOLDOVAN

/s/ Kristopher E. Moldovan                

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Exhibit A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Amended & Restated Employment Agreement executed on August 11, 2026, and effective as of August 1, 2026, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and Kris Moldovan (my “Agreement”).

For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance and termination payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification or coverage under any D&O insurance policy that I may be entitled to, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (x) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); (y) initiating or participating in an investigation or proceeding conducted by the EEOC; or (z) reporting possible violations of federal, state, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company.

I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have

1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967).

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elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Texas, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Texas. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

____________________________________
Kristopher E. Moldovan

____________________________________
DATE

Exhibit 10.5

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), executed on August 11, 2026, and effective as of August 1, 2026 (the “Effective Date”), is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”), and Stacey Doré (“Executive”).

Recitals:

WHEREAS, the Company and Executive have previously entered into a written employment agreement dated August 23, 2022 (the “Prior Agreement”) pursuant to which Executive provides services to the Company, and the Company and Executive desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.    Term

(a)    The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the three (3)-year anniversary of the Effective Date (the “Initial Expiration Date”); provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be automatically extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment shall not be so extended (in which case, Executive’s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); provided, however, that Executive’s employment under this Agreement may be terminated at any earlier time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the “Expiration Date.”

(b)    Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.    Definitions

For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

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(a)    “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(b)    “Board” means the Board of Directors of the Company.

(c)    “Change in Control” shall be deemed to occur upon any of the following events:

(i)    the acquisition by any Person or related “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the “Exchange Act”)) of Beneficial Ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the “Common Stock”), including Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;

(ii)    a change in the composition of the Board such that members of the Board during any consecutive twelve (12)-month period (the “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed an Incumbent Director;

(iii)    the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or

(iv)    the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale (in either case, the “Surviving Company”), or the ultimate parent

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entity that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.

(d)    “Cause” means (i) Executive’s willful and continued failure to perform Executive’s duties with the Company; (ii) Executive’s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company; (iv) Executive’s willful engagement in illegal conduct or gross misconduct; (v) Executive’s willful breach of this Agreement; or (vi) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude. No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission was in the best interests of the Company.

(e)    “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract.

(f)    “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder on a full-time basis for a

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consecutive period of one hundred eighty (180) days due to physical or mental illness or incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative.

(g)    “Good Reason” means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive’s title, duties, responsibilities, authorities, or terms of employment set forth in Section 3, or a requirement that Executive report to someone other than the Chief Executive Officer of the Company (the “Chief Executive Officer”) as of the Effective Date, August 1, 2026, or the Board; (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than sixty (60) days following Executive’s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company’s failure to cure.

(h)    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated entity, or other entity.

3.    Duties and Responsibilities

The Company hereby continues employing Executive, and Executive hereby accepts continued employment, subject to the terms and conditions contained herein, during the Term, as the Chief Strategy and Sustainability Officer and Executive Vice President of Public Affairs. During the Term, Executive agrees to be employed by and devote all of Executive’s business time and attention to the Company and the promotion of its interests and to use Executive’s best efforts to faithfully and diligently serve the Company; provided, however, that, to the extent that such activities do not significantly interfere with the performance of Executive’s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive’s personal, financial, and legal affairs, (b) serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board pursuant to a duly authorized resolution of the Board, serve on corporate boards and committees of such boards. Executive will report to the Chief Executive Officer or the Board. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s title and position, and such other duties and responsibilities commensurate with Executive’s title and position as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an individual serving as an Executive Vice President of a corporation of the size and nature of the Company. Executive’s place of employment will be in Irving, Texas.

4.    Compensation and Related Matters.

(a)    Base Salary. During the Term, Executive will receive an aggregate annual base salary (“Base Salary”) at an initial rate of $789,469.20, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the

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Board, or an authorized committee thereof, and increased (but not decreased) in the Board’s (or such committee’s) sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate and references in this Section 4 to the “Board” shall include any such committee.

(b)    Annual Bonus

During the Term, Executive shall be eligible to receive a cash bonus (the “Annual Bonus”) for each year (or portion thereof), provided that, except as otherwise provided herein, Executive has remained employed by the Company through the applicable payment date. Executive’s target bonus opportunity for any particular year (the “Target Bonus”) shall be 95% of Base Salary, and Executive’s maximum bonus opportunity shall be 200% of the Target Bonus. The Annual Bonus shall be subject to performance metrics approved by the Board based on key short-term objectives and shall be at the full discretion of the Board. Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same time as annual bonuses are paid to all other senior executives.

(c)    Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and programs, as they may be amended from time to time, and commensurate with Executive’s position. During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning.

(d)    Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(e)    Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the Company’s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other entity. The Company shall provide Executive with customary directors’ and officers’ liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of

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expenses in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company is entitled. Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection with this Agreement or Executive’s employment hereunder; (ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing; or (iii) any liabilities, damages, claims or expenses incurred that are attributable to Executive’s fraud, bad faith, willful misconduct, or gross negligence.

5.    Termination of Employment.

(a)    Executive’s employment under this Agreement may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least sixty (60) days’ advance written notice of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement)). Any such written notice shall be delivered in accordance with Section 20 and shall set forth in reasonable detail the facts and circumstances providing a basis for the termination. Notwithstanding the foregoing, Executive’s employment shall terminate automatically upon Executive’s death.

(b)    Following any termination of Executive’s employment under this Agreement, except as provided under Sections 5(c), 5(d), and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary, any accrued but unused vacation, and any unreimbursed expenses under Section 4(d), in each case as accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies , and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive’s employment is terminated for any reason.

(c)    If Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive: (A) severance pay in an aggregate amount (the “Severance Pay”) equal to two times (2x) the sum of (1) Base Salary plus (2) Target Bonus; (B) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have been

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payable to Executive had Executive’s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated Bonus”); (C) any accrued but unpaid Annual Bonus in respect of the fiscal year prior to the fiscal year of termination (the “Unpaid Annual Bonus”); and (D) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; and provided, further that to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the “Healthcare Severance Benefits”), commencing as provided in Section 23(c). The Severance Pay shall be paid in equal installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below. The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination.

(d)    Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control, Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, then Executive, in lieu of any of the amounts and benefits described in Section 5(c), and in addition to the payments and benefits specified in Section 5(b), shall be entitled to receive (i) the Unpaid Annual Bonus, (ii) 2.99 times the sum of (A) Base Salary plus (B) Target Bonus (the “CIC Severance Pay”), (iii) the product of (x) the Target Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated CIC Bonus”), and (iv) the Healthcare Severance Benefits for twenty-four (24) months (as described above and commencing as provided in Section 23(c)). The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c); provided, however, if the Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a) (2)(A)(v) of the Internal Revenue Code

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of 1986, as amended (the “Code”), the portion of the CIC Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if Section 5(c) applied shall be paid to Executive in equal monthly installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below, and the portion of the CIC Severance Pay in excess of such amount shall be paid to Executive in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c). The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination.

(e)    If Executive’s employment under this Agreement is terminated due to death or Disability, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination, and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive’s termination.

(f)    Executive’s entitlement to the payments and benefits set forth in Sections 5(c) and 5(d) shall be conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, substantially in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms within sixty (60) days following Executive’s termination of employment (the “Release Condition”), and Executive’s continued compliance with Sections 6 and 7 hereof.

(g)    Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, Executive shall be deemed to have resigned, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.

(h)    The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.

(i)    Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. However, the Company’s obligations to make the payments provided for in this Agreement are subject to counterclaim, set-off, and recoupment for amounts owed by Executive to the Company or its Affiliates, to the extent permitted by Section 409A (as defined below) and any Company clawback policy.

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6.    Confidential Information

(a)    Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may be provided and receive access to Confidential Information during the course of Executive’s employment. In addition, Executive understands that the Company and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and Third Party Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information or Third Party Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination.

(b)    All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including removable drives and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

(c)    Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations

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of law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive will not be required to notify the Company that such reports or disclosures have been made.

(d)    Executive also understands that 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, provided that the filing is made under seal and protected from public disclosure.

(e)    “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

7.    Restricted Activities

Executive agrees that restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. The Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s

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ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:

(a)    While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company or through an independently controlled fund such as a mutual fund), consultant, agent, employee, director, co-venturer, or otherwise, (i) compete with the business of the Company or any of its Affiliates in the Restricted Area (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its Affiliates as of the date of such termination.

(b)    Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates.

(c)    Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any Covered Customer to terminate or diminish its relationship with them, or, in the case of a Covered Customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.

(d)    Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from

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discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other civil or criminal conduct that Executive has reason to believe is unlawful.

(e)    Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

(f)    For purposes of this Section 7, the following terms have the meanings set forth below:

(i)    “Covered Customer” means a customer of the Company or any of its Affiliates that Executive had material contact with during the Look Back Period, including customer representatives like, but not limited to, buying groups, brokers, and comparable intermediaries with control over the decision to do business with the Company or any of its Affiliates, as well as active customer prospects as of the date of termination of Executive’s employment. Material contact will be presumed present if in the Look Back Period: Executive (or persons under Executive’s supervision) had contact or similar interaction with the customer, or Executive was provided Confidential Information about the customer, or Executive received commissions, bonuses, or other beneficial credit or consideration for business conducted with the customer.

(ii)    “Look Back Period” means the period of Executive’s employment with the Company or any of its Affiliates (including any period of employment with a predecessor entity acquired by the Company) within the one (1) year preceding the date of termination of Executive’s employment.

(iii)    “Restricted Area” means each county and state within the United States (and each equivalent geographic subdivision of any other country in which the Company or any of its Affiliates conduct business) in which, during the Look Back Period: (A) Executive performed services for, or had functional, strategic, oversight, or decision-making responsibility on behalf of, the Company or any of its Affiliates; (B) the Company or any of its Affiliates conducted business that Executive managed, supported, supervised, or was responsible for, or as to which Executive received, used, or generated Confidential Information; or (C) the Company or any of its Affiliates had taken substantial steps toward conducting business and as to which Executive received, used, or generated Confidential Information.

8.    Notification Requirement

Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity Executive plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

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9.    Intellectual Property Rights.

(a)    Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b)    Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company.

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(c)    Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.    Remedies and Injunctive Relief

Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including specific performance, temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

11.    Representations; Advice of Counsel.

(a)     Executive represents, warrants, and covenants that as of the date hereof: (i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.

(b)    Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)    The Company represents, warrants, and covenants that as of the date hereof: (i) the Company has the full right, authority, and capacity to enter into this Agreement and perform the Company’s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company’s obligations to Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is subject.

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12.    Cooperation

Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial); provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith.

13.    Withholding

The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Assignment

Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns.

15.    Governing Law; No Construction Against Drafter

This Agreement shall be deemed made in the State of Texas, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

16.    Consent to Jurisdiction; Waiver of Jury Trial.

(a)    Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Texas (or, if subject matter jurisdiction in such courts is not available, in any state court located within the State of Texas) over any dispute arising out of or relating to

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this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party.

(b)    The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)    The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

(d)    Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d).

(e)    Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

17.    Amendment; No Waiver; Severability.

(a)    No provisions of this Agreement may be amended, modified, waived, or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial

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exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b)    If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Sections 6 through 10 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

18.    Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), including the Prior Agreement, between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

19.    Survival

The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.    Notices

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

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If to the Company:    Vistra Corp.
Attn: Corporate Secretary
6555 Sierra Drive
Irving, TX 75039

If to Executive:    At the most recent address on file in the
Company’s records.

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

21.    Interpretation.

The headings of this Agreement are inserted for convenience only, and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, and instruments refer to such laws, regulations, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

22.    Counterparts

This Agreement may be executed in one or more counterparts (including via electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

23.    Section 409A.

(a)     For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within

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the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.

(b)    Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date of Executive’s “separation from service” (within the meaning of Treasury Regulations § 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are “deferred compensation” subject to Section 409A that would be made to Executive prior to the date that is six (6) months after the date of Executive’s separation from service shall be made within ten (10) business days after such six (6)- month date or, if earlier, ten (10) days following the date of Executive’s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.

(c)    Except to the extent required to be delayed pursuant to Section 23(b), any payment or benefit due or payable on account of Executive’s separation from service to which this Section 23(c) applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the “Release Effective Date”); provided that, to the extent that such payment or benefit represents a “deferral of compensation” within the meaning of Section 409A and the sixty (60)-day period following Executive’s separation from service spans two (2) taxable years, payment shall not be made or commence prior to January 1 of the second taxable year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(d)    Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“Short-term deferrals”) and (b)(9) (“Separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,” “termination,” or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. In no event may

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Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(e)    Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided that such expenses are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during Executive’s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

24.    Section 280G

To the extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any Company stock is readily tradeable on an established securities market or otherwise, if it is determined by a reputable service provider selected by the Company that any payment or benefit in the nature of compensation made or provided to Executive in connection with the Executive’s employment with the Company (collectively, “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then the Executive will be entitled to receive either (a) the full amount of the Payments, or (b) a portion of the Payments having a value equal to $1 less than three times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (a) and (b), after taking into account applicable federal, state, and local income and employment taxes and the Parachute Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Payments.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

VISTRA CORP. AND VISTRA CORPORATE SERVICES COMPANY

By: /s/ Amanda DonCarlos____________________
Name: Amanda DonCarlos
Title: Chief Human Resources Officer

STACEY DORÉ

/s/ Stacey Doré                    

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Exhibit A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Amended & Restated Employment Agreement executed on August 11, 2026, and effective as of August 1, 2026, between Vistra Corp., Vistra Corporate Services Company (together, the “Company.”) and Stacey Doré (my “Agreement”).

For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance and termination payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification or coverage under any D&O insurance policy that I may be entitled to, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (x) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); (y) initiating or participating in an investigation or proceeding conducted by the EEOC; or (z) reporting possible violations of federal, state, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company.

I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have

1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967).

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elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Texas, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Texas. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

_________________________________________
Stacey Doré

_________________________________________
DATE

Exhibit 10.6

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), executed on August 11, 2026, and effective as of August 1, 2026 (the “Effective Date”), is between Vistra Corp., Vistra Retail Operations Company LLC (together, the “Company”), and Scott A. Hudson (“Executive”).

Recitals:

WHEREAS, the Company and Executive have previously entered into a written employment agreement dated May 5, 2022 (the “Prior Agreement”) pursuant to which Executive provides services to the Company, and the Company and Executive desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.    Term

(a)    The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the three (3)-year anniversary of the Effective Date (the “Initial Expiration Date”); provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be automatically extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment shall not be so extended (in which case, Executive’s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); provided, however, that Executive’s employment under this Agreement may be terminated at any earlier time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the “Expiration Date.”

(b)    Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.    Definitions.

For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

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(a)    “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(b)    “Board” means the Board of Directors of the Company.

(c)    “Change in Control” shall be deemed to occur upon any of the following events:

(i)    the acquisition by any Person or related “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the “Exchange Act”)) of Beneficial Ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the “Common Stock”), including Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;

(ii)    a change in the composition of the Board such that members of the Board during any consecutive twelve (12)-month period (the “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;

(iii)    the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or

(iv)    the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale (in either case, the “Surviving Company”), or the ultimate parent entity

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that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.

(d)    “Cause” means (i) Executive’s willful and continued failure to perform Executive’s duties with the Company; (ii) Executive’s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company; (iv) Executive’s willful engagement in illegal conduct or gross misconduct; (v) Executive’s willful breach of this Agreement; or (vi) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude. No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission was in the best interests of the Company.

(e)    “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract.

(f)    “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or

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incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative.

(g)    “Good Reason” means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive’s title, duties, responsibilities, authorities, or terms of employment set forth in Section 3 or (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than sixty (60) days following Executive’s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company’s failure to cure.

(h)    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated entity, or other entity.

3.    Duties and Responsibilities.

The Company hereby continues employing Executive, and Executive hereby accepts continued employment, subject to the terms and conditions contained herein, during the Term, as the Executive Vice President and President, Vistra Retail. During the Term, Executive agrees to be employed by and devote all of Executive’s business time and attention to the Company and the promotion of its interests and to use Executive’s best efforts to faithfully and diligently serve the Company; provided, however, that, to the extent that such activities do not significantly interfere with the performance of Executive’s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive’s personal, financial, and legal affairs, (b) serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board pursuant to a duly authorized resolution of the Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s title and position, and such other duties and responsibilities commensurate with Executive’s title and position as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an individual serving as an Executive Vice President of a corporation of the size and nature of the Company. Executive’s place of employment will be in Irving, Texas.

4.    Compensation and Related Matters.

(a)    Base Salary. During the Term, Executive will receive an aggregate annual base salary (“Base Salary”) at an initial rate of $704,837.16, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the Board, or an authorized committee thereof, and increased (but not decreased) in the Board’s (or such committee’s) sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate and references in this Section 4 to the “Board” shall include such committee.

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(b)    Annual Bonus

During the Term, Executive shall be eligible to receive a cash bonus (the “Annual Bonus”) for each year (or portion thereof), provided that, except as otherwise provided herein, Executive has remained employed by the Company through the applicable payment date. Executive’s target bonus opportunity for any particular year (the “Target Bonus”) shall be 90% of Base Salary, and Executive’s maximum bonus opportunity shall be 200% of the Target Bonus. The Annual Bonus shall be subject to performance metrics approved by the Board based on key short-term objectives and shall be at the full discretion of the Board. Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same time as annual bonuses are paid to all other senior executives.

(c)    Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and programs, as they may be amended from time to time, and commensurate with Executive’s position. During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning.

(d)    Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(e)    Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the Company’s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other entity. The Company shall provide Executive with customary directors’ and officers’ liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company is entitled. Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection with this Agreement or Executive’s employment hereunder;

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(ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing; or (iii) any liabilities, damages, claims or expenses incurred that are attributable to Executive’s fraud, bad faith, willful misconduct, or gross negligence.

5.    Termination of Employment.

(a)    Executive’s employment under this Agreement may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least sixty (60) days’ advance written notice of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement)). Any such written notice shall be delivered in accordance with Section 20 and shall set forth in reasonable detail the facts and circumstances providing a basis for the termination. Notwithstanding the foregoing, Executive’s employment shall terminate automatically upon Executive’s death.

(b)    Following any termination of Executive’s employment under this Agreement, except as provided under Sections 5(c), 5(d), and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary, any accrued but unused vacation, and any unreimbursed expenses under Section 4(d), in each case as accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies , and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive’s employment is terminated for any reason.

(c)    If Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive: (A) severance pay in an aggregate amount (the “Severance Pay”) equal to two times (2x) the sum of (1) Base Salary plus (2) Target Bonus; (B) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have been payable to Executive had Executive’s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such

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fiscal year (the “Prorated Bonus”); (C) any accrued but unpaid Annual Bonus in respect of the fiscal year prior to the fiscal year of termination (the “Unpaid Annual Bonus”); and (D) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; and provided, further, that, to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the “Healthcare Severance Benefits”), commencing as provided in Section 23(c). The Severance Pay shall be paid in equal installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below. The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination.

(d)    Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control, Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, then Executive, in lieu of any of the amounts and benefits described in Section 5(c), and in addition to the payments and benefits specified in Section 5(b), shall be entitled to receive (i) the Unpaid Annual Bonus, (ii) 2.99 times the sum of (A) Base Salary plus (B) Target Bonus (the “CIC Severance Pay”), (iii) the product of (x) the Target Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated CIC Bonus”), and (iv) the Healthcare Severance Benefits for twenty-four (24) months (as described above and commencing as provided in Section 23(c)). The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c); provided, however, if the Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a) (2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”), the portion of the CIC Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if Section 5(c) applied shall be paid to Executive in equal monthly installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll

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practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below, and the portion of the CIC Severance Pay in excess of such amount shall be paid to Executive in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c). The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination.

(e)    If Executive’s employment under this Agreement is terminated due to death or Disability, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination, and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive’s termination.

(f)    Executive’s entitlement to the payments and benefits set forth in Sections 5(c) and 5(d) shall be conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, substantially in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms within sixty (60) days following Executive’s termination of employment (the “Release Condition”), and Executive’s continued compliance with Sections 6 and 7 hereof.

(g)    Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, Executive shall be deemed to have resigned, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.

(h)    The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.

(i)    Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. However, the Company’s obligations to make the payments provided for in this Agreement are subject to counterclaim, set-off, and recoupment for amounts owed by Executive to the Company or its Affiliates, to the extent permitted by Section 409A (as defined below) and any Company clawback policy.

6.    Confidential Information

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(a)    Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may be provided and receive access to Confidential Information during the course of Executive’s employment. In addition, Executive understands that the Company and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and Third Party Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information or Third Party Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination.

(b)    All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including removable drives and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

(c)    Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make

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any such reports or disclosures, and Executive will not be required to notify the Company that such reports or disclosures have been made.

(d)    Executive also understands that 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, provided that the filing is made under seal and protected from public disclosure.

(e)    “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

7.    Restricted Activities

Executive agrees that restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. The Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great

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competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:

(a)    While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company or through an independently controlled fund such as a mutual fund), consultant, agent, employee, director, co-venturer, or otherwise, (i) compete with the business of the Company or any of its Affiliates in the Restricted Area (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its Affiliates as of the date of such termination.

(b)    Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates.

(c)    Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any Covered Customer to terminate or diminish its relationship with them, or, in the case of a Covered Customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.

(d)    Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or

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discrimination or any other civil or criminal conduct that Executive has reason to believe is unlawful.

(e)    Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

(f)    For purposes of this Section 7, the following terms have the meanings set forth below:

(i)    “Covered Customer” means a customer of the Company or any of its Affiliates that Executive had material contact with during the Look Back Period, including customer representatives like, but not limited to, buying groups, brokers, and comparable intermediaries with control over the decision to do business with the Company or any of its Affiliates, as well as active customer prospects as of the date of termination of Executive’s employment. Material contact will be presumed present if in the Look Back Period: Executive (or persons under Executive’s supervision) had contact or similar interaction with the customer, or Executive was provided Confidential Information about the customer, or Executive received commissions, bonuses, or other beneficial credit or consideration for business conducted with the customer.

(ii)    “Look Back Period” means the period of Executive’s employment with the Company or any of its Affiliates (including any period of employment with a predecessor entity acquired by the Company) within the one (1) year preceding the date of termination of Executive’s employment.

(iii)    “Restricted Area” means each county and state within the United States (and each equivalent geographic subdivision of any other country in which the Company or any of its Affiliates conduct business) in which, during the Look Back Period: (A) Executive performed services for, or had functional, strategic, oversight, or decision-making responsibility on behalf of, the Company or any of its Affiliates; (B) the Company or any of its Affiliates conducted business that Executive managed, supported, supervised, or was responsible for, or as to which Executive received, used, or generated Confidential Information; or (C) the Company or any of its Affiliates had taken substantial steps toward conducting business and as to which Executive received, used, or generated Confidential Information.

8.    Notification Requirement.

Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity Executive plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

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9.    Intellectual Property Rights.

(a)    Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b)    Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company.

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(c)    Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.    Remedies and Injunctive Relief

Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including specific performance, temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

11.    Representations; Advice of Counsel.

(a)     Executive represents, warrants, and covenants that as of the date hereof: (i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.

(b)    Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)    The Company represents, warrants, and covenants that as of the date hereof: (i) the Company has the full right, authority, and capacity to enter into this Agreement and perform the Company’s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company’s obligations to Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is subject.

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12.    Cooperation.

Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial); provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith.

13.    Withholding.

The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Assignment.

Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns.

15.    Governing Law; No Construction Against Drafter

This Agreement shall be deemed made in the State of Texas, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

16.    Consent to Jurisdiction; Waiver of Jury Trial.

(a)    Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Texas (or, if subject matter jurisdiction in such courts is not available, in any state court located within the State of Texas) over any dispute arising out of or relating to

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this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party.

(b)    The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)    The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

(d)    Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d).

(e)    Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

17.    Amendment; No Waiver; Severability.

(a)    No provisions of this Agreement may be amended, modified, waived, or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial

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exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b)    If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Sections 6 through 10 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

18.    Entire Agreement.

This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), including the Prior Agreement, between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

19.    Survival.

The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.    Notices.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

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If to the Company:    Vistra Corp.
Attn: Corporate Secretary
6555 Sierra Drive
Irving, TX 75039

If to Executive:    At the most recent address on file in the
Company’s records.

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

21.    Interpretation.

The headings of this Agreement are inserted for convenience only, and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, and instruments refer to such laws, regulations, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

22.    Counterparts.

This Agreement may be executed in one or more counterparts (including via electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

23.    Section 409A.

(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within

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the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.

(b)    Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date of Executive’s “separation from service” (within the meaning of Treasury Regulations § 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are “deferred compensation” subject to Section 409A that would be made to Executive prior to the date that is six (6)- months after the date of Executive’s separation from service shall be made within ten (10) business days after such six (6)-month date or, if earlier, ten (10) days following the date of Executive’s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.

(c)    Except to the extent required to be delayed pursuant to Section 23(b), any payment or benefit due or payable on account of Executive’s separation from service to which this Section 23(c) applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the “Release Effective Date”); provided that, to the extent that such payment or benefit represents a “deferral of compensation” within the meaning of Section 409A and the sixty (60)-day period following Executive’s separation from service spans two (2) taxable years, payment shall not be made or commence prior to January 1 of the second taxable year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(d)    Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“Short-term deferrals”) and (b)(9) (“Separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,” “termination,” or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. In no event may

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Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(e)    Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided that such expenses are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during Executive’s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

24.    Section 280G.

    To the extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any Company stock is readily tradeable on an established securities market or otherwise, if it is determined by a reputable service provider selected by the Company that any payment or benefit in the nature of compensation made or provided to Executive in connection with the Executive’s employment with the Company (collectively, “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then the Executive will be entitled to receive either (a) the full amount of the Payments, or (b) a portion of the Payments having a value equal to $1 less than three times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (a) and (b), after taking into account applicable federal, state, and local income and employment taxes and the Parachute Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Payments.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

VISTRA CORP. AND VISTRA RETAIL OPERATIONS COMPANY LLC

By: /s/ Amanda DonCarlos                
Name: Amanda DonCarlos
Title: Chief Human Resources Officer

SCOTT A. HUDSON

/s/ Scott A. Hudson                    

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Exhibit A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Amended & Restated Employment Agreement executed on August 11, 2026, and effective as of August 1, 2026, between Vistra Corp., Vistra Retail Operations Company LLC (together, the “Company”) and Scott A. Hudson (my “Agreement”).

For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance and termination payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification or coverage under any D&O insurance policy that I may be entitled to, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (x) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); (y) initiating or participating in an investigation or proceeding conducted by the EEOC; or (z) reporting possible violations of federal, state, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company.

I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have

1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967).

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elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Texas, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Texas. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

_________________________________________
Scott A. Hudson

_________________________________________
DATE

Exhibit 10.7

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED & RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), executed on August 11, 2026, and effective as of August 1, 2026 (the “Effective Date”), is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”), and Stephanie Zapata Moore (“Executive”).

Recitals:

WHEREAS, the Company and Executive have previously entered into a written employment agreement dated May 5, 2022 (the “Prior Agreement”) pursuant to which Executive provides services to the Company, and the Company and Executive desire to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

1.    Term

(a)    The term of Executive’s employment under this Agreement shall be effective as of the Effective Date, and shall continue until the three (3)-year anniversary of the Effective Date (the “Initial Expiration Date”); provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive’s employment under this Agreement shall be automatically extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive’s employment shall not be so extended (in which case, Executive’s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); provided, however, that Executive’s employment under this Agreement may be terminated at any earlier time pursuant to the provisions of Section 5. The period of time from the Effective Date through the termination of this Agreement and Executive’s employment hereunder pursuant to its terms is herein referred to as the “Term”; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the “Expiration Date.”

(b)    Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive’s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.    Definitions.

For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.

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(a)    “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

(b)    “Board” means the Board of Directors of the Company.

(c)    “Change in Control” shall be deemed to occur upon any of the following events:

(i)    the acquisition by any Person or related “group” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the “Exchange Act”)) of Beneficial Ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the “Common Stock”), including Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock; or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the “Outstanding Company Voting Securities”); but excluding any acquisition by the Company or any of its Affiliates or by any employee benefit plan sponsored or maintained by the Company or any of its Affiliates;

(ii)    a change in the composition of the Board such that members of the Board during any consecutive twelve (12)-month period (the “Incumbent Directors”) cease to constitute a majority of the Board. Any person becoming a director through election or nomination for election approved by a valid vote of at least two-thirds of the Incumbent Directors shall be deemed an Incumbent Director; provided, however, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;

(iii)    the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or

(iv)    the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company (a “Sale”), unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale (in either case, the “Surviving Company”), or the ultimate parent entity

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that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination or Sale.

(d)    “Cause” means (i) Executive’s willful and continued failure to perform Executive’s duties with the Company; (ii) Executive’s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company; (iv) Executive’s willful engagement in illegal conduct or gross misconduct; (v) Executive’s willful breach of this Agreement; or (vi) Executive’s indictment for, conviction of, or a plea of guilty or nolo contendere to any felony or other crime involving moral turpitude. No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission was in the best interests of the Company.

(e)    “Control” (including, with correlative meanings, the terms “Controlled by” and “under common Control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or by contract.

(f)    “Disability” means Executive would be entitled to long-term disability benefits under the Company’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, “Disability” means Executive’s inability to perform Executive’s duties and responsibilities hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or

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incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative.

(g)    “Good Reason” means the occurrence, without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive’s title, duties, responsibilities, authorities, or terms of employment set forth in Section 3 or (ii) any breach by the Company of any of its material obligations to Executive. Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than sixty (60) days following Executive’s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company’s failure to cure.

(h)    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated entity, or other entity.

3.    Duties and Responsibilities.

The Company hereby continues employing Executive, and Executive hereby accepts continued employment, subject to the terms and conditions contained herein, during the Term, as the Executive Vice President, General Counsel, and Chief Compliance Officer. During the Term, Executive agrees to be employed by and devote all of Executive’s business time and attention to the Company and the promotion of its interests and to use Executive’s best efforts to faithfully and diligently serve the Company; provided, however, that, to the extent that such activities do not significantly interfere with the performance of Executive’s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive’s personal, financial, and legal affairs, (b) serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board pursuant to a duly authorized resolution of the Board, serve on corporate boards and committees of such boards. Executive will perform such lawful duties and responsibilities as are commensurate with Executive’s title and position, and such other duties and responsibilities commensurate with Executive’s title and position as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an individual serving as an Executive Vice President of a corporation of the size and nature of the Company. Executive’s place of employment will be in Irving, Texas.

4.    Compensation and Related Matters.

(a)    Base Salary. During the Term, Executive will receive an aggregate annual base salary (“Base Salary”) at an initial rate of $680,624.00, payable in accordance with the Company’s applicable payroll practices. Base Salary shall be reviewed annually by the Board, or an authorized committee thereof, and increased (but not decreased) in the Board’s (or such committee’s) sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate and references in this Section 4 to the “Board” shall include such committee.

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(b)    Annual Bonus

During the Term, Executive shall be eligible to receive a cash bonus (the “Annual Bonus”) for each year (or portion thereof), provided that, except as otherwise provided herein, Executive has remained employed by the Company through the applicable payment date. Executive’s target bonus opportunity for any particular year (the “Target Bonus”) shall be 85% of Base Salary, and Executive’s maximum bonus opportunity shall be 200% of the Target Bonus. The Annual Bonus shall be subject to performance metrics approved by the Board based on key short-term objectives and shall be at the full discretion of the Board. Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same time as annual bonuses are paid to all other senior executives.

(c)    Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans and programs, as they may be amended from time to time, and commensurate with Executive’s position. During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning.

(d)    Business Expense Reimbursements. During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).

(e)    Indemnification. The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the Company’s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other entity. The Company shall provide Executive with customary directors’ and officers’ liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law. Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to the same extent to which any other officer or director of the Company is entitled. Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection with this Agreement or Executive’s employment hereunder;

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(ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing; or (iii) any liabilities, damages, claims or expenses incurred that are attributable to Executive’s fraud, bad faith, willful misconduct, or gross negligence.

5.    Termination of Employment.

(a)    Executive’s employment under this Agreement may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least sixty (60) days’ advance written notice of any voluntary resignation of Executive’s employment hereunder (other than resignation for Good Reason (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment, it being understood that such termination shall still be treated as a voluntary resignation without Good Reason for purposes of this Agreement)). Any such written notice shall be delivered in accordance with Section 20 and shall set forth in reasonable detail the facts and circumstances providing a basis for the termination. Notwithstanding the foregoing, Executive’s employment shall terminate automatically upon Executive’s death.

(b)    Following any termination of Executive’s employment under this Agreement, except as provided under Sections 5(c), 5(d), and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary, any accrued but unused vacation, and any unreimbursed expenses under Section 4(d), in each case as accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies , and (iii) as otherwise expressly required by applicable law. For the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive’s employment is terminated for any reason.

(c)    If Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive: (A) severance pay in an aggregate amount (the “Severance Pay”) equal to two times (2x) the sum of (1) Base Salary plus (2) Target Bonus; (B) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have been payable to Executive had Executive’s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such

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fiscal year (the “Prorated Bonus”); (C) any accrued but unpaid Annual Bonus in respect of the fiscal year prior to the fiscal year of termination (the “Unpaid Annual Bonus”); and (D) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; provided, however, that such continuation coverage shall end earlier upon Executive’s becoming eligible for comparable coverage under another employer’s benefit plans; and provided, further, that, to the extent that the provision of such continuation coverage is not permitted under the terms of the Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time) (the “Healthcare Severance Benefits”), commencing as provided in Section 23(c). The Severance Pay shall be paid in equal installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below. The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination.

(d)    Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control, Executive’s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by Section 1, then Executive, in lieu of any of the amounts and benefits described in Section 5(c), and in addition to the payments and benefits specified in Section 5(b), shall be entitled to receive (i) the Unpaid Annual Bonus, (ii) 2.99 times the sum of (A) Base Salary plus (B) Target Bonus (the “CIC Severance Pay”), (iii) the product of (x) the Target Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company’s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the “Prorated CIC Bonus”), and (iv) the Healthcare Severance Benefits for twenty-four (24) months (as described above and commencing as provided in Section 23(c)). The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c); provided, however, if the Change in Control does not constitute a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A(a) (2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”), the portion of the CIC Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if Section 5(c) applied shall be paid to Executive in equal monthly installments during the twenty-four (24)-month period following Executive’s termination in accordance with the Company’s regular payroll

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practices, but no less frequently than monthly, and commencing as provided in Section 23(c) below, and the portion of the CIC Severance Pay in excess of such amount shall be paid to Executive in cash in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to Section 23(c). The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive’s termination.

(e)    If Executive’s employment under this Agreement is terminated due to death or Disability, in addition to the payments and benefits specified in Section 5(b), Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive’s termination, and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive’s termination.

(f)    Executive’s entitlement to the payments and benefits set forth in Sections 5(c) and 5(d) shall be conditioned upon Executive’s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, substantially in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms within sixty (60) days following Executive’s termination of employment (the “Release Condition”), and Executive’s continued compliance with Sections 6 and 7 hereof.

(g)    Upon termination of Executive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, Executive shall be deemed to have resigned, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.

(h)    The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.

(i)    Following any termination of Executive’s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. There shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. However, the Company’s obligations to make the payments provided for in this Agreement are subject to counterclaim, set-off, and recoupment for amounts owed by Executive to the Company or its Affiliates, to the extent permitted by Section 409A (as defined below) and any Company clawback policy.

6.    Confidential Information

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(a)    Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may be provided and receive access to Confidential Information during the course of Executive’s employment. In addition, Executive understands that the Company and its Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Affiliates’ parts to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and Third Party Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information or Third Party Information obtained by Executive incident to Executive’s employment or other association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination.

(b)    All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to the Company at the time Executive’s employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and other property to the Company upon the termination of Executive’s employment and, in any event, at the Company’s request. Executive further agrees that any property situated on the premises of, and owned by, the Company or its Affiliates, including removable drives and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without notice.

(c)    Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make

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any such reports or disclosures, and Executive will not be required to notify the Company that such reports or disclosures have been made.

(d)    Executive also understands that 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law, and the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, provided that the filing is made under seal and protected from public disclosure.

(e)    “Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in competition against them. Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during Executive’s employment, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

7.    Restricted Activities

Executive agrees that restrictions on Executive’s activities during and after Executive’s employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates. The Company has provided and will continue to provide Executive with access to and knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company’s goodwill. The restrictive covenants below are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great

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competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below. In recognition of the consideration provided to Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows:

(a)    While Executive is employed by the Company and for twenty-four (24) months after Executive’s employment terminates for any reason, whether before or after the Expiration Date (in the aggregate, the “Non-Competition Period”), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor of less than 5% in a publicly traded company or through an independently controlled fund such as a mutual fund), consultant, agent, employee, director, co-venturer, or otherwise, (i) compete with the business of the Company or any of its Affiliates in the Restricted Area (a “Competitive Business”) or (ii) undertake any planning for any Competitive Business. With respect to the portion of the Non-Competition Period that follows Executive’s termination of employment, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its Affiliates as of the date of such termination.

(b)    Executive agrees that, during Executive’s employment with the Company, Executive will not undertake any outside activity, whether or not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive’s duties and obligations to the Company or any of its Affiliates.

(c)    Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1)-year period prior to Executive’s termination), assist in such hiring by any Person, encourage any such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any Covered Customer to terminate or diminish its relationship with them, or, in the case of a Covered Customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.

(d)    Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light. The Company shall direct its directors and officers not to, whether in writing or orally, malign, denigrate, or disparage Executive with respect to any of Executive’s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light. Notwithstanding the foregoing, nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or

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discrimination or any other civil or criminal conduct that Executive has reason to believe is unlawful.

(e)    Executive’s and the Company’s obligations under this Section 7, as applicable, shall continue beyond the termination of Executive’s employment with the Company.

(f)    For purposes of this Section 7, the following terms have the meanings set forth below:

(i)    “Covered Customer” means a customer of the Company or any of its Affiliates that Executive had material contact with during the Look Back Period, including customer representatives like, but not limited to, buying groups, brokers, and comparable intermediaries with control over the decision to do business with the Company or any of its Affiliates, as well as active customer prospects as of the date of termination of Executive’s employment. Material contact will be presumed present if in the Look Back Period: Executive (or persons under Executive’s supervision) had contact or similar interaction with the customer, or Executive was provided Confidential Information about the customer, or Executive received commissions, bonuses, or other beneficial credit or consideration for business conducted with the customer.

(ii)    “Look Back Period” means the period of Executive’s employment with the Company or any of its Affiliates (including any period of employment with a predecessor entity acquired by the Company) within the one (1) year preceding the date of termination of Executive’s employment.

(iii)    “Restricted Area” means each county and state within the United States (and each equivalent geographic subdivision of any other country in which the Company or any of its Affiliates conduct business) in which, during the Look Back Period: (A) Executive performed services for, or had functional, strategic, oversight, or decision-making responsibility on behalf of, the Company or any of its Affiliates; (B) the Company or any of its Affiliates conducted business that Executive managed, supported, supervised, or was responsible for, or as to which Executive received, used, or generated Confidential Information; or (C) the Company or any of its Affiliates had taken substantial steps toward conducting business and as to which Executive received, used, or generated Confidential Information.

8.    Notification Requirement.

Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity Executive plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

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9.    Intellectual Property Rights.

(a)    Executive agrees that the results and proceeds of Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.

(b)    Executive agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 9(b) is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s being Executive’s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligations under this Section 9 shall continue beyond the termination of Executive’s employment with the Company.

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(c)    Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

10.    Remedies and Injunctive Relief

Executive acknowledges that a violation by Executive of any of the covenants contained in Sections 6, 7, 8, or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including specific performance, temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Sections 6, 7, 8, or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted.

11.    Representations; Advice of Counsel.

(a)     Executive represents, warrants, and covenants that as of the date hereof: (i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive’s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.

(b)    Prior to execution of this Agreement, Executive was advised by the Company of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company’s directors, officers, employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’s attorney.

(c)    The Company represents, warrants, and covenants that as of the date hereof: (i) the Company has the full right, authority, and capacity to enter into this Agreement and perform the Company’s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company’s obligations to Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is subject.

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12.    Cooperation.

Executive agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive’s employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial); provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith.

13.    Withholding.

The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation.

14.    Assignment.

Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided that the Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity. This Agreement shall inure to the benefit of and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns.

15.    Governing Law; No Construction Against Drafter

This Agreement shall be deemed made in the State of Texas, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Texas without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party’s having or being deemed to have structured or drafted such provision.

16.    Consent to Jurisdiction; Waiver of Jury Trial.

(a)    Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Texas (or, if subject matter jurisdiction in such courts is not available, in any state court located within the State of Texas) over any dispute arising out of or relating to

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this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 16(a); provided, however, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose of enforcing the provisions of this Section 16 or enforcing any judgment obtained by either party.

(b)    The agreement of the parties to the forum described in Section 16(a) is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action, or proceeding brought in an applicable court described in Section 16(a), and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court described in Section 16(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)    The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

(d)    Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 16(d).

(e)    Each party shall bear his or her or its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.

17.    Amendment; No Waiver; Severability.

(a)    No provisions of this Agreement may be amended, modified, waived, or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial

16

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exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

(b)    If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Sections 6 through 10 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

18.    Entire Agreement.

This Agreement constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), including the Prior Agreement, between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein.

19.    Survival.

The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.    Notices.

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for a party as shall be specified by like notice):

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If to the Company:    Vistra Corp.
Attn: Corporate Secretary
6555 Sierra Drive
Irving, TX 75039

If to Executive:    At the most recent address on file in the
Company’s records.

Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.

21.    Interpretation.

The headings of this Agreement are inserted for convenience only, and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, and instruments refer to such laws, regulations, contracts, agreements, and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in this Agreement refer to United States dollars. The word “or” is not exclusive. The words “herein,” “hereof,” “hereunder,” and other compounds of the word “here” shall refer to the entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.” Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

22.    Counterparts.

This Agreement may be executed in one or more counterparts (including via electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

23.    Section 409A.

(a)    For purposes of this Agreement, “Section 409A” means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute “deferred compensation” within

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the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.

(b)    Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (i) Executive is deemed to be a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date of Executive’s “separation from service” (within the meaning of Treasury Regulations § 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are “deferred compensation” subject to Section 409A that would be made to Executive prior to the date that is six (6)- months after the date of Executive’s separation from service shall be made within ten (10) business days after such six (6)-month date or, if earlier, ten (10) days following the date of Executive’s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.

(c)    Except to the extent required to be delayed pursuant to Section 23(b), any payment or benefit due or payable on account of Executive’s separation from service to which this Section 23(c) applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the “Release Effective Date”); provided that, to the extent that such payment or benefit represents a “deferral of compensation” within the meaning of Section 409A and the sixty (60)-day period following Executive’s separation from service spans two (2) taxable years, payment shall not be made or commence prior to January 1 of the second taxable year. The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(d)    Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulations §§ 1.409A-1(b)(4) (“Short-term deferrals”) and (b)(9) (“Separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment,” “termination,” or words and phrases of similar import, shall be deemed to refer to Executive’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. In no event may

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Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(e)    Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is eligible for exemption from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs; and provided that such expenses are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive’s “separation from service” occurs. To the extent that any indemnification payment, expense reimbursement, or provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during Executive’s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

24.    Section 280G.

    To the extent that the exemption under Section 280G(b)(5) of the Code is unavailable at the time of a Change in Control because any Company stock is readily tradeable on an established securities market or otherwise, if it is determined by a reputable service provider selected by the Company that any payment or benefit in the nature of compensation made or provided to Executive in connection with the Executive’s employment with the Company (collectively, “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (the “Parachute Tax”), then the Executive will be entitled to receive either (a) the full amount of the Payments, or (b) a portion of the Payments having a value equal to $1 less than three times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (a) and (b), after taking into account applicable federal, state, and local income and employment taxes and the Parachute Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Payments.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.

VISTRA CORP. AND VISTRA CORPORATE SERVICES COMPANY

By: /s/ Amanda DonCarlos                
Name: Amanda DonCarlos
Title: Chief Human Resources

STEPHANIE ZAPATA MOORE

/s/ Stephanie Zapata Moore                

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Exhibit A

Release of Claims

As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Amended & Restated Employment Agreement executed on August 11, 2026, and effective as of August 1, 2026, between Vistra Corp., Vistra Corporate Services Company (together, the “Company”) and Stephanie Zapata Moore (my “Agreement”).

For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors, and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the “Company Releasees”), from any and all claims that I have or may have had against the Company Releasees based on any events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and any similar state or local law. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws.

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I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body, but excluding claims, reports, disclosures, or complaints brought to any government agencies, (each individually a “Proceeding”). I acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law or to the extent such Proceeding relates to a claim not waived hereunder. Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees, provided, however, that I understand this Agreement does not limit my right to receive an award for information provided to any governmental agencies that I may be entitled to recover pursuant to whistleblower laws, rules or regulations, including but not limited to Securities and Exchange Commission (“SEC”) Rule 21F-17. For the avoidance of doubt, I understand that I am not required to disclose any claims, reports, disclosures, or complaints to government agencies (such as the SEC) to the Company.

By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans.

Notwithstanding the generality of the foregoing, I do not release (i) claims to receive my severance and termination payments and benefits in accordance with the terms of the Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification or coverage under any D&O insurance policy that I may be entitled to, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (x) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); (y) initiating or participating in an investigation or proceeding conducted by the EEOC; or (z) reporting possible violations of federal, state, or local law or regulation to any governmental agency (including but not limited to the Department of Justice and the SEC), or making other disclosures to, communicating directly with, responding to an inquiry from, or providing testimony before such governmental agency, regarding possible violations of federal, state, or local law or regulation, without prior notice to the Company.

I acknowledge that I have been given at least [21]/[45] days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45]1 days have

1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967).

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elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period.

I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven (7)-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven (7)-day period.

This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination of employment.

I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates.

The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release.

This Release will be governed in accordance with the laws of the State of Texas, without reference to the principles of conflicts of law. Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Texas. By execution of this Release, I am waiving any right to trial by jury in connection with any suit, action, or proceeding under or in connection with this Release.

_________________________________________
Stephanie Zapata Moore

_________________________________________
DATE

Exhibit 22.1

List of Issuers and Guarantors of Guaranteed Securities

As of September 30, 2026, the following securities issued by Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra Corp., were irrevocably and unconditionally guaranteed by Vistra Corp.:

Issuer			Guarantor			Guaranteed Security
Vistra Operations Company LLC			Vistra Corp.			7.000% Series A Junior Subordinated Notes due 2057
Vistra Operations Company LLC			Vistra Corp.			7.250% Series B Junior Subordinated Notes due 2057

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Burke, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Vistra Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2026			/s/ James A. Burke
			James A. Burke
			President and Chief Executive Officer
			(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kristopher E. Moldovan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Vistra Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 6, 2026			/s/ Kristopher E. Moldovan
			Kristopher E. Moldovan
			Chief Financial Officer
			(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vistra Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James A. Burke, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 6, 2026			/s/ James A. Burke
			James A. Burke
			President and Chief Executive Officer
			(Principal Executive Officer)

The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Vistra Corp. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vistra Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kristopher E. Moldovan, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: November 6, 2026			/s/ Kristopher E. Moldovan
			Kristopher E. Moldovan
			Chief Financial Officer
			(Principal Financial Officer)

The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Vistra Corp. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 95.1

Mine Safety Disclosures

Safety is a top priority in all our businesses, and accordingly, it is a key component of our focus on operational excellence, our employee performance reviews and employee compensation. Our health and safety program objectives are to prevent workplace accidents and ensure that all employees return home safely and comply with all regulations.

Vistra currently owns and operates, or is in the process of reclaiming, 12 surface lignite coal mines in Texas to provide fuel for its electricity generation facilities. Vistra also owns or leases, and is in the process of reclaiming, two waste-to-energy surface facilities in Pennsylvania. These mining operations are regulated by the U.S. Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977, as amended (the Mine Act), as well as other regulatory agencies such as the RCT. The MSHA inspects U.S. mines, including Vistra's, on a regular basis and if it believes a violation of the Mine Act or any health or safety standard or other regulation has occurred, it may issue a citation or order, generally accompanied by a proposed fine or assessment. Such citations and orders can be contested and appealed to the Federal Mine Safety and Health Review Commission (FMSHRC), which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. The number of citations, orders and proposed assessments vary depending on the size of the mine as well as other factors.

Disclosures related to specific mines pursuant to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K sourced from data documented at October 6, 2026 in the MSHA Data Retrieval System for the three months ended September 30, 2026 (except pending legal actions, which are at September 30, 2026), are as follows:

Mine (a)						Section 104 S and S Citations (b)						Section 104(b) Orders						Section 104(d) Citations and Orders						Section 110(b)(2) Violations						Section 107(a) Orders						Total Dollar Value of MSHA Assessments Proposed (c)						Total Number of Mining Related Fatalities						Received Notice of Pattern of Violations Under Section 104						Received Notice of Potential to Have Pattern Under Section 104						Legal Actions Pending at Last Day of Period (d)						Legal Actions Initiated During Period						Legal Actions Resolved During Period
Beckville						—						—						—						—						—						—						—						—						—						—						—						—
Big Brown						—						—						—						—						—						—						—						—						—						—						—						—
Bremond						—						—						—						—						—						—						—						—						—						—						—						—
Honeybrook Refuse Operation						—						—						—						—						—						—						—						—						—						—						—						—
Kosse						5						—						—						—						—						37						—						—						—						3						1						—
Leesburg						—						—						—						—						—						—						—						—						—						—						—						—
Liberty						—						—						—						—						—						—						—						—						—						—						—						—
Northeastern Power Cogeneration Facility						—						—						—						—						—						—						—						—						—						—						—						—
Oak Hill						—						—						—						—						—						—						—						—						—						—						—						—
Sulphur Springs						—						—						—						—						—						—						—						—						—						—						—						—
Tatum						—						—						—						—						—						—						—						—						—						—						—						—
Three Oaks						—						—						—						—						—						—						—						—						—						—						—						—
Winfield North						—						—						—						—						—						—						—						—						—						—						—						—
Winfield South						—						—						—						—						—						—						—						—						—						—						—						—

____________

(a)Excludes mines for which there were no applicable events.

(b)Includes MSHA citations for mandatory health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

(c)Total value in thousands of dollars for proposed assessments received from MSHA for all citations and orders issued in the three months ended September 30, 2026, including but not limited to Sections 104, 107 and 110 citations and orders that are not required to be reported.

(d)There were three pending actions before the FMSHRC involving a coal or other mine. All pending legal actions are contests of proposed penalties.