8-K
Vistra Corp. (VST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2025
VISTRA CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38086 | 36-4833255 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 6555 Sierra Drive<br> <br>Irving, TX | 75039 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> <br>Symbol(s) | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common stock, par value $0.01 per share | VST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On August 7, 2025, Vistra Corp. (the “Company”) issued a news release announcing, among other matters, its financial results for the quarter ended June 30, 2025. A copy of such news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | News release dated August 7, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
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. | ||
|---|---|---|
| Dated: August 7, 2025 | /s/ Margaret Montemayor | |
| Name: | Margaret Montemayor | |
| Title: | Senior Vice President and Chief Accounting Officer |
EX-99.1
Exhibit 99.1
Vistra Reports Second Quarter 2025 Results
Earnings Release Highlights
| • | GAAP second quarter 2025 Net Income of $327 million and Cash Flow from Operations of $1,171 million.<br> |
|---|---|
| • | Net Income from Ongoing Operations^1^ of $370 million and<br>Ongoing Operations Adjusted EBITDA^1^ of $1,349 million. |
| --- | --- |
| • | Reaffirmed 2025 Ongoing Operations Adjusted EBITDA^1^ and<br>Ongoing Operations Adjusted FCFbG^1^ guidance ranges of $5.5 billion to $6.1 billion and $3.0 billion to $3.6 billion, respectively. |
| --- | --- |
| • | Executed definitive agreement to acquire seven natural gas facilities, totaling ~2,600 MW of capacity, from Lotus<br>Infrastructure Partners, which will further geographically diversify our natural gas fleet. |
| --- | --- |
| • | Increased midpoint opportunity^2^ for 2026 Ongoing Operations<br>Adjusted EBITDA^1^ to more than $6.8 billion, excluding any potential benefit from assets to be acquired from Lotus Infrastructure Partners. |
| --- | --- |
| • | Received approval from the Nuclear Regulatory Commission to extend the operating license of Perry Nuclear Power<br>Plant for an additional 20 years, through 2046. |
| --- | --- |
IRVING, Texas, Aug. 7, 2025 — Vistra Corp. (NYSE: VST) today reported its second quarter 2025 financial results and other highlights.
“With power demand rising, our team at Vistra remains steadfast in our commitment to reliably power American homes and businesses, providing a critical foundation for the U.S. economy,” said Jim Burke, president and CEO of Vistra. “This quarter, we solidified several opportunities to expand our generation capacity and capabilities for decades to come, including through the execution of a definitive agreement to acquire a 2,600-MW natural gas generation fleet spanning the PJM, New England, New York, and California electricity markets, and through NRC approval of a license extension through 2046 for our Perry Nuclear Power Plant in Ohio. Now, each of Vistra’s six nuclear reactors are licensed to operate for a total of 60 years.”
“In addition, the team’s focus on our core business operations through our integrated business model resulted in solid second quarter results, throughout a variety of pricing and weather conditions. The performance year-to-date and the forecast we see for the remainder of 2025 provide increasing confidence in our reiterated 2025 guidance ranges and our increased 2026 midpoint opportunity. We look forward to continuing the momentum and executing on the remainder of the year ahead,” Burke concluded.
Vistra – Press Release
August 7, 2025, Page 2
Summary of Financial Results for the Three and Six Months Ended June 30, 2025 and 2024
(Unaudited) (Millions of Dollars)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (loss) | $ | 327 | $ | 467 | $ | 59 | $ | 485 | ||||
| Ongoing operations net income (loss) | $ | 370 | $ | 498 | $ | 170 | $ | 541 | ||||
| Ongoing operations Adjusted EBITDA | $ | 1,349 | $ | 1,412 | $ | 2,589 | $ | 2,222 | ||||
| Adjusted EBITDA by Segment | ||||||||||||
| Retail | $ | 756 | $ | 789 | $ | 940 | $ | 761 | ||||
| Texas | $ | 142 | $ | 242 | $ | 632 | $ | 671 | ||||
| East | $ | 418 | $ | 345 | $ | 932 | $ | 713 | ||||
| West | $ | 49 | $ | 58 | $ | 111 | $ | 113 | ||||
| Corporate and Other | $ | (16 | ) | $ | (22 | ) | $ | (26 | ) | $ | (36 | ) |
| Asset Closure | $ | (17 | ) | $ | (24 | ) | $ | (41 | ) | $ | (44 | ) |
For the quarter ended June 30, 2025, Vistra reported Net Income of $327 million, Net Income from Ongoing Operations^1^ of $370 million, and Ongoing Operations Adjusted EBITDA^1^ of $1,349 million. Net Income for the second quarter 2025 decreased by $(140) million compared to the second quarter 2024, driven primarily by higher plant outage expense, including Martin Lake Unit 1 and Moss Landing, and an increase in depreciation and amortization due primarily to an increase in capital additions. Ongoing Operations Adjusted EBITDA^1^ for the second quarter 2025 decreased by $(63) million compared to the second quarter 2024, driven primarily by higher plant outage costs.
Guidance
| ($ in millions) | Reaffirmed<br><br><br>2025 Guidance Ranges |
|---|---|
| Ongoing Operations Adjusted EBITDA | $5,500 - $6,100 |
| Ongoing Operations Adjusted FCFbG | $3,000 - $3,600 |
As of Aug. 1, 2025, Vistra had hedged approximately 100% of its expected generation volumes for 2025 and approximately 95% for 2026. The company’s comprehensive hedging program supports the reaffirmed 2025 guidance ranges and increased Ongoing Operations Adjusted EBITDA^1^ midpoint opportunity^2^ of more than $6,800 million for 2026, excluding any potential benefit from assets to be acquired from Lotus Infrastructure Partners.
Vistra – Press Release
August 7, 2025, Page 3
Share Repurchase Program
As of Aug. 1, 2025:
| • | Vistra executed ~$5.4 billion in share repurchases since November 2021. |
|---|---|
| • | Vistra had ~339 million shares outstanding, representing a ~30% reduction of the amount of shares<br>outstanding on Nov. 2, 2021. |
| --- | --- |
| • | ~$1.4 billion dollars of the share repurchase authorization remained available, which we expect to complete<br>by year end 2026. |
| --- | --- |
Clean Energy Investments
Vistra continues to strategically and cost-effectively grow its fleet of zero-carbon resources, focusing on nuclear, solar, and energy storage. During the second quarter, the company advanced these efforts by:
| • | Receiving approval to extend operations of our 1,268-MW Perry Nuclear<br>Power Plant (PJM) for an additional 20 years, through 2046. |
|---|---|
| • | Beginning construction on our third Illinois Coal to Solar & Energy Storage Initiative project; Newton<br>Solar & Energy Storage Facility (MISO), located onsite at our Newton Power Plant, will have a capacity of 52-MW solar/ 2-MW storage. |
| --- | --- |
| • | Obtaining a power purchase agreement and advancing construction at Deer Creek Solar & Energy Storage<br>Facility (CAISO), 50-MW solar/50-MW storage, with commercial operations expected mid-2026. |
| --- | --- |
| • | Progressing with construction in support of two power purchase agreements at new solar facilities, together<br>totaling over 600 MW, with two of the world’s leading technology companies – 200 MW with Amazon in Texas (ERCOT) and 405 MW with Microsoft in Illinois (MISO). |
| --- | --- |
Liquidity
As of June 30, 2025, Vistra had total available liquidity of approximately $2,618 million, including cash and cash equivalents of $458 million, $2,160 million of availability under its corporate revolving credit facility, and no availability under its commodity-linked revolving credit facility. Available capacity under the commodity-linked revolving credit facility reflects the borrowing base of $861 million and excludes $889 million of commitments under the facility that were not available to be drawn as of June 30, 2025.
Vistra – Press Release
August 7, 2025, Page 4
Earnings Webcast
Vistra will host a webcast today, Aug. 7, 2025, beginning at 9 a.m. ET (8 a.m. CT) to discuss these results and related matters. The live webcast and the accompanying slides that will be discussed on the call can be accessed via Vistra’s website at www.vistracorp.com under “Investor Relations” and then “Events & Presentations.” Participants can also listen by phone by registering here prior to the start time of the call to receive a conference call dial-in number. A replay of the webcast will be available on Vistra’s website for one year following the live event.
About Vistra
Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape, with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more at
vistracorp.com.
Media
Meranda Cohn
214-875-8004
Media.Relations@vistracorp.com
Analysts
Eric Micek
214-812-0046
Investor@vistracorp.com
1 Ongoing Operations excludes the Asset Closure segment. Net Income (Loss) from Ongoing Operations, Ongoing Operations Adjusted EBITDA, and Ongoing Operations Adjusted Free Cash Flow before Growth are non-GAAP financial measures. Any reference to “Ongoing Operations Adjusted FCFbG” is a reference to Ongoing Operations Adjusted Free Cash Flow before Growth. See the “Non-GAAP Reconciliation” tables for further detail. Total segment information may not tie due to rounding.
2 Midpoint opportunities are not intended to be guidance and represent only our estimate of potential opportunities for Ongoing Operations Adjusted EBITDA in 2026 based on market curves as of August 1, 2025. Actual results could vary and are subject to a number of risks, uncertainties and factors, including power price market movements and our hedging strategy. We have not provided a quantitative reconciliation of Ongoing Operations Adjusted EBITDA opportunities for 2026 to GAAP net income (loss) because we cannot, without unreasonable effort, calculate certain reconciling items with confidence due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from Ongoing Operations Adjusted EBITDA in such out year periods.
Vistra – Press Release
August 7, 2025, Page 5
About Non-GAAP Financial Measures and Items AffectingComparability
“Adjusted EBITDA” (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time in Vistra’s earnings releases), “Adjusted Free Cash Flow before Growth” (or “Adjusted FCFbG”) (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures (including capital expenditures for growth investments), other net investment activities, and other items described from time to time in Vistra’s earnings releases), “Ongoing Operations Adjusted EBITDA” (adjusted EBITDA less adjusted EBITDA from Asset Closure segment), “Net Income (Loss) from Ongoing Operations” (net income less net income from Asset Closure segment), and “Ongoing Operations Adjusted Free Cash Flow before Growth” or “Ongoing Operations Adjusted FCFbG” (adjusted free cash flow before growth less cash flow from operating activities from Asset Closure segment before growth) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra’s consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra uses Adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both Net Income prepared in accordance with GAAP and Adjusted EBITDA. Vistra uses Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and believes it is a useful metric to assess current performance in the period and that analysis of capital available to allocate for debt service, growth, and return of capital to stockholders is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as Adjusted Free Cash Flow before Growth. Vistra uses Ongoing Operations Adjusted EBITDA as a measure of performance and Ongoing Operations Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and Vistra’s management and board of directors have found it informative to view the Asset Closure segment as separate and distinct from Vistra’s ongoing operations. Vistra uses Net Income (Loss) from Ongoing Operations as a non-GAAP measure that is most comparable to the GAAP measure Net Income (Loss) in order to illustrate the company’s Net Income (Loss) excluding the effects of the Asset Closure segment, as well as a measure to compare to Ongoing Operations Adjusted EBITDA. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Cautionary Note Regarding Forward-LookingStatements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra Corp. (“Vistra”) operates and beliefs of and assumptions made by Vistra’s management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections including financial condition and cash flows, projected synergy, value lever and net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, 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 large load center opportunities (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to: “intends,” “plans,” “will likely,” “unlikely,” “believe,” “confident,” “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra believes that in making any such forward-looking statement, Vistra’s expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including, but not limited to: (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra to execute upon its contemplated strategic, capital allocation, performance, and cost-saving initiatives, including the closing of the acquisition of the natural gas assets from Lotus Infrastructure Partners, and to successfully integrate acquired businesses; (iii) actions by credit ratings agencies; (iv) the severity, magnitude and duration of extreme weather events, contingencies and uncertainties relating thereto, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows; and (v) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by Vistra from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Vistra’s annual report on Form 10-K for the year ended December 31, 2024, and subsequently filed quarterly reports on Form 10-Q.
Vistra – Press Release
August 7, 2025, Page 6
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra will not undertake any 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. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
Vistra – Press Release
August 7, 2025, Page 7
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Millions of Dollars)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Operating revenues | $ | 4,250 | $ | 3,845 | $ | 8,183 | $ | 6,899 | ||||
| Fuel, purchased power costs, and delivery fees | (1,974 | ) | (1,597 | ) | (4,421 | ) | (3,313 | ) | ||||
| Operating costs | (733 | ) | (628 | ) | (1,426 | ) | (1,126 | ) | ||||
| Depreciation and amortization | (541 | ) | (437 | ) | (1,063 | ) | (840 | ) | ||||
| Selling, general, and administrative expenses | (419 | ) | (375 | ) | (810 | ) | (726 | ) | ||||
| Impairment of long-lived assets | (68 | ) | — | (68 | ) | — | ||||||
| Operating income | 515 | 808 | 395 | 894 | ||||||||
| Other income, net | 191 | 59 | 186 | 146 | ||||||||
| Interest expense and related charges | (303 | ) | (241 | ) | (622 | ) | (411 | ) | ||||
| Impacts of Tax Receivable Agreement | — | — | — | (5 | ) | |||||||
| Net income (loss) before income taxes | 403 | 626 | (41 | ) | 624 | |||||||
| Income tax (expense) benefit | (76 | ) | (159 | ) | 100 | (139 | ) | |||||
| Net income | $ | 327 | $ | 467 | $ | 59 | $ | 485 | ||||
| Net income attributable to noncontrolling interest | — | (102 | ) | — | (155 | ) | ||||||
| Net income attributable to Vistra | $ | 327 | $ | 365 | $ | 59 | $ | 330 | ||||
| Cumulative dividends attributable to preferred stock | (47 | ) | (47 | ) | (96 | ) | (96 | ) | ||||
| Net income (loss) attributable to Vistra common stock | $ | 280 | $ | 318 | $ | (37 | ) | $ | 234 |
Vistra – Press Release
August 7, 2025, Page 8
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Millions of Dollars)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows — operating activities: | ||||||
| Net income | $ | 59 | $ | 485 | ||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||
| Depreciation and amortization | 1,534 | 1,177 | ||||
| Deferred income tax expense (benefit), net | (128 | ) | 115 | |||
| Impairment of long-lived and other assets | 68 | — | ||||
| Unrealized net loss from<br>mark-to-market valuations of commodities | 551 | 130 | ||||
| Unrealized net (gain) loss from<br>mark-to-market valuations of interest rate swaps | 74 | (58 | ) | |||
| Unrealized net gain from nuclear decommissioning trusts | (74 | ) | (55 | ) | ||
| Asset retirement obligation accretion expense | 66 | 52 | ||||
| Bad debt expense | 87 | 72 | ||||
| Stock-based compensation expense | 46 | 53 | ||||
| Involuntary conversion gain | (80 | ) | — | |||
| Other, net | 13 | (28 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Margin deposits, net | (368 | ) | 433 | |||
| Accrued interest | (5 | ) | 4 | |||
| Accrued taxes | (56 | ) | (58 | ) | ||
| Accrued employee incentive | (145 | ) | (140 | ) | ||
| Other operating assets and liabilities | (471 | ) | (674 | ) | ||
| Cash provided by operating activities | 1,171 | 1,508 | ||||
| Cash flows — investing activities: | ||||||
| Capital expenditures, including nuclear fuel purchases and LTSA prepayments | (1,458 | ) | (963 | ) | ||
| Energy Harbor acquisition (net of cash acquired) | — | (3,065 | ) | |||
| Proceeds from sales of nuclear decommissioning trust fund securities | 3,024 | 777 | ||||
| Investments in nuclear decommissioning trust fund securities | (3,035 | ) | (788 | ) | ||
| Proceeds from sales of environmental allowances | 25 | 65 | ||||
| Purchases of environmental allowances | (392 | ) | (359 | ) | ||
| Insurance proceeds for recovery of damaged property, plant and equipment | 173 | 1 | ||||
| Proceeds from sale of property, plant and equipment, including nuclear fuel | — | 129 | ||||
| Other, net | (8 | ) | 6 | |||
| Cash used in investing activities | (1,671 | ) | (4,197 | ) | ||
| Cash flows — financing activities: | ||||||
| Issuances of debt | 209 | 2,200 | ||||
| Repayments/repurchases of debt | (757 | ) | (1,106 | ) | ||
| Net borrowings (repayments) under accounts receivable financing | 375 | 750 | ||||
| Borrowings under Commodity-Linked Facility | 987 | 500 | ||||
| Repayments under Commodity-Linked Facility | (126 | ) | (500 | ) | ||
| Debt issuance costs | — | (32 | ) | |||
| Stock repurchases | (589 | ) | (622 | ) |
Vistra – Press Release
August 7, 2025, Page 9
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Millions of Dollars)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Dividends paid to common stockholders | (152 | ) | (150 | ) | ||
| Dividends paid to preferred stockholders | (96 | ) | (75 | ) | ||
| Dividends paid to noncontrolling interest holders | — | (15 | ) | |||
| Tax withholding on stock based compensation | (50 | ) | (11 | ) | ||
| Principal payment on forward repurchase obligation | (41 | ) | — | |||
| TRA Repurchase and tender offer — return of capital | — | (122 | ) | |||
| Other, net | 13 | (6 | ) | |||
| Cash (used in) provided by financing activities | (227 | ) | 811 | |||
| Net change in cash, cash equivalents and restricted cash | (727 | ) | (1,878 | ) | ||
| Cash, cash equivalents and restricted cash — beginning balance | 1,222 | 3,539 | ||||
| Cash, cash equivalents and restricted cash — ending balance | $ | 495 | $ | 1,661 |
Vistra – Press Release
August 7, 2025, Page 10
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED JUNE 30, 2025
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | (123 | ) | $ | 863 | $ | 120 | $ | (50 | ) | $ | (440 | ) | $ | 370 | $ | (43 | ) | $ | 327 | ||||
| Income tax expense | — | — | 1 | — | 75 | 76 | — | 76 | ||||||||||||||||
| Interest expense and related charges (a) | 17 | (18 | ) | (8 | ) | (1 | ) | 312 | 302 | 1 | 303 | |||||||||||||
| Depreciation and amortization (b) | 24 | 197 | 412 | 16 | 20 | 669 | (1 | ) | 668 | |||||||||||||||
| EBITDA before Adjustments | **** | (82 | ) | **** | 1,042 | **** | **** | 525 | **** | **** | (35 | ) | **** | (33 | ) | **** | 1,417 | **** | **** | (43 | ) | **** | 1,374 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | 841 | (900 | ) | (39 | ) | 82 | — | (16 | ) | — | (16 | ) | ||||||||||||
| Purchase accounting impacts | 8 | — | 9 | — | — | 17 | — | 17 | ||||||||||||||||
| Non-cash compensation expenses | — | — | — | — | 25 | 25 | — | 25 | ||||||||||||||||
| Transition and merger expenses | 5 | — | — | — | 17 | 22 | — | 22 | ||||||||||||||||
| Impairment of long-lived assets | — | 68 | — | — | — | 68 | — | 68 | ||||||||||||||||
| Insurance income (c) | — | (80 | ) | — | — | — | (80 | ) | (21 | ) | (101 | ) | ||||||||||||
| Decommissioning-related activities (d) | — | 4 | (81 | ) | — | — | (77 | ) | 43 | (34 | ) | |||||||||||||
| ERP system implementation expenses | 3 | 3 | 3 | — | — | 9 | 1 | 10 | ||||||||||||||||
| Other, net (e) | (19 | ) | 5 | 1 | 2 | (25 | ) | (36 | ) | 3 | (33 | ) | ||||||||||||
| Adjusted EBITDA | $ | 756 | **** | $ | 142 | **** | $ | 418 | **** | $ | 49 | **** | $ | (16 | ) | $ | 1,349 | **** | $ | (17 | ) | $ | 1,332 | **** |
| (a) | Includes $26 million of unrealized<br>mark-to-market net losses on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $30 million and $92 million, respectively, in the Texas and<br>East segments. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Includes involuntary conversion gain recognized from Martin Lake incident property damage insurance in the<br>Texas segment and revenues from Moss Landing incident business interruption proceeds in the Asset Closure segment. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (d) | Represents net of all NDT (income) loss of the PJM nuclear facilities and all ARO and environmental remediation<br>expenses. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (e) | Includes the final application of bill credits to large commercial and industrial customers that curtailed<br>their usage during Winter Storm Uri in the Retail segment. | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
August 7, 2025, Page 11
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 1,009 | $ | 143 | $ | (370 | ) | $ | 27 | $ | (639 | ) | $ | 170 | $ | (111 | ) | $ | 59 | |||||
| Income tax expense (benefit) | — | — | 1 | — | (101 | ) | (100 | ) | — | (100 | ) | |||||||||||||
| Interest expense and related charges (a) | 35 | (32 | ) | (20 | ) | (2 | ) | 639 | 620 | 2 | 622 | |||||||||||||
| Depreciation and amortization (b) | 47 | 378 | 808 | 31 | 39 | 1,303 | (2 | ) | 1,301 | |||||||||||||||
| EBITDA before Adjustments | **** | 1,091 | **** | **** | 489 | **** | **** | 419 | **** | **** | 56 | **** | **** | (62 | ) | **** | 1,993 | **** | **** | (111 | ) | **** | 1,882 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (156 | ) | 130 | 528 | 50 | — | 552 | (1 | ) | 551 | ||||||||||||||
| Purchase accounting impacts | 8 | — | 23 | — | — | 31 | — | 31 | ||||||||||||||||
| Non-cash compensation expenses | — | — | — | — | 46 | 46 | — | 46 | ||||||||||||||||
| Transition and merger expenses | 5 | — | 1 | — | 34 | 40 | — | 40 | ||||||||||||||||
| Impairment of long-lived assets | — | 68 | — | — | — | 68 | — | 68 | ||||||||||||||||
| Insurance income (c) | — | (80 | ) | — | — | — | (80 | ) | (21 | ) | (101 | ) | ||||||||||||
| Decommissioning-related activities (d) | — | 9 | (46 | ) | — | — | (37 | ) | 89 | 52 | ||||||||||||||
| ERP system implementation expenses | 3 | 3 | 3 | — | — | 9 | 1 | 10 | ||||||||||||||||
| Other, net (e) | (11 | ) | 13 | 4 | 5 | (44 | ) | (33 | ) | 2 | (31 | ) | ||||||||||||
| Adjusted EBITDA | $ | 940 | **** | $ | 632 | **** | $ | 932 | **** | $ | 111 | **** | $ | (26 | ) | $ | 2,589 | **** | $ | (41 | ) | $ | 2,548 | **** |
| (a) | Includes $74 million of unrealized<br>mark-to-market net losses on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $61 million and $176 million, respectively, in the Texas and<br>East segments. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Includes involuntary conversion gain recognized from Martin Lake incident property damage insurance in the<br>Texas segment and revenues from Moss Landing incident business interruption proceeds in the Asset Closure segment. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (d) | Represents net of all NDT (income) loss of the PJM nuclear facilities and all ARO and environmental remediation<br>expenses. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (e) | Includes the final application of bill credits to large commercial and industrial customers that curtailed<br>their usage during Winter Storm Uri in the Retail segment. | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
August 7, 2025, Page 12
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED JUNE 30, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 897 | $ | (573 | ) | $ | 518 | $ | 119 | $ | (463 | ) | $ | 498 | $ | (31 | ) | $ | 467 | |||||
| Income tax expense | — | — | — | — | 159 | 159 | — | 159 | ||||||||||||||||
| Interest expense and related charges (a) | 16 | (12 | ) | (1 | ) | — | 237 | 240 | 1 | 241 | ||||||||||||||
| Depreciation and amortization (b) | 31 | 160 | 304 | 14 | 18 | 527 | 7 | 534 | ||||||||||||||||
| EBITDA before Adjustments | **** | 944 | **** | **** | (425 | ) | **** | 821 | **** | **** | 133 | **** | **** | (49 | ) | **** | 1,424 | **** | **** | (23 | ) | **** | 1,401 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (162 | ) | 656 | (460 | ) | (77 | ) | — | (43 | ) | (2 | ) | (45 | ) | ||||||||||
| Purchase accounting impacts | — | — | (3 | ) | — | — | (3 | ) | — | (3 | ) | |||||||||||||
| Non-cash compensation expenses | — | — | — | — | 32 | 32 | — | 32 | ||||||||||||||||
| Transition and merger expenses | 1 | — | — | — | 24 | 25 | — | 25 | ||||||||||||||||
| Decommissioning-related activities (c) | — | 5 | (15 | ) | — | — | (10 | ) | — | (10 | ) | |||||||||||||
| ERP system implementation | 4 | 3 | 3 | — | — | 10 | 1 | 11 | ||||||||||||||||
| Other, net | 2 | 3 | (1 | ) | 2 | (29 | ) | (23 | ) | — | (23 | ) | ||||||||||||
| Adjusted EBITDA | $ | 789 | **** | $ | 242 | **** | $ | 345 | **** | $ | 58 | **** | $ | (22 | ) | $ | 1,412 | **** | $ | (24 | ) | $ | 1,388 | **** |
| (a) | Includes $11 million of unrealized<br>mark-to-market net gains on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $26 million and $71 million, respectively, in the Texas and<br>East segments. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement<br>impacts for operating assets. | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
August 7, 2025, Page 13
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 1,458 | $ | (909 | ) | $ | 345 | $ | 287 | $ | (640 | ) | $ | 541 | $ | (56 | ) | $ | 485 | |||||
| Income tax expense | — | — | — | — | 139 | 139 | — | 139 | ||||||||||||||||
| Interest expense and related charges (a) | 22 | (22 | ) | — | — | 409 | 409 | 2 | 411 | |||||||||||||||
| Depreciation and amortization (b) | 54 | 320 | 537 | 28 | 33 | 972 | 14 | 986 | ||||||||||||||||
| EBITDA before Adjustments | **** | 1,534 | **** | **** | (611 | ) | **** | 882 | **** | **** | 315 | **** | **** | (59 | ) | **** | 2,061 | **** | **** | (40 | ) | **** | 2,021 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (786 | ) | 1,260 | (131 | ) | (207 | ) | — | 136 | (6 | ) | 130 | ||||||||||||
| Purchase accounting impacts | (1 | ) | — | (4 | ) | — | (14 | ) | (19 | ) | — | (19 | ) | |||||||||||
| Impacts of Tax Receivable Agreement (c) | — | — | — | — | (5 | ) | (5 | ) | — | (5 | ) | |||||||||||||
| Non-cash compensation expenses | — | — | — | — | 53 | 53 | — | 53 | ||||||||||||||||
| Transition and merger expenses | 2 | — | 6 | — | 52 | 60 | — | 60 | ||||||||||||||||
| Decommissioning-related activities (d) | — | 11 | (40 | ) | 1 | — | (28 | ) | — | (28 | ) | |||||||||||||
| ERP system implementation | 6 | 5 | 5 | 1 | — | 17 | 1 | 18 | ||||||||||||||||
| Other, net | 6 | 6 | (5 | ) | 3 | (63 | ) | (53 | ) | 1 | (52 | ) | ||||||||||||
| Adjusted EBITDA | $ | 761 | **** | $ | 671 | **** | $ | 713 | **** | $ | 113 | **** | $ | (36 | ) | $ | 2,222 | **** | $ | (44 | ) | $ | 2,178 | **** |
| (a) | Includes $58 million of unrealized<br>mark-to-market net gains on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $52 million and $94 million, respectively, in the Texas and<br>East segments. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Includes $10 million gain recognized on the repurchase of Tax Receivable Agreement Rights.<br> | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (d) | Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement<br>impacts for operating assets. | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
August 7, 2025, Page 14
VISTRA CORP. - NON-GAAP RECONCILIATIONS 2025GUIDANCE^1^
(Unaudited) (Millions of Dollars)
| Ongoing<br>Operations | Asset<br>Closure | Vistra Corp.<br>Consolidated | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Low | High | Low | High | Low | High | |||||||||||||
| Net income (loss) | $ | 2,310 | **** | $ | 2,780 | **** | $ | (90 | ) | $ | (90 | ) | $ | 2,220 | **** | $ | 2,690 | **** |
| Income tax expense | 620 | 750 | — | — | 620 | 750 | ||||||||||||
| Interest expense and related charges (a) | 1,070 | 1,070 | — | — | 1,070 | 1,070 | ||||||||||||
| Depreciation and amortization (b) | 2,180 | 2,180 | — | — | 2,180 | 2,180 | ||||||||||||
| EBITDA before Adjustments | $ | 6,180 | **** | $ | 6,780 | **** | $ | (90 | ) | $ | (90 | ) | $ | 6,090 | **** | $ | 6,690 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (872 | ) | (872 | ) | (2 | ) | (2 | ) | (874 | ) | (874 | ) | ||||||
| Fresh start/purchase accounting impacts | (5 | ) | (5 | ) | — | — | (5 | ) | (5 | ) | ||||||||
| Non-cash compensation expenses | 135 | 135 | — | — | 135 | 135 | ||||||||||||
| Transition and merger expenses | 35 | 35 | — | — | 35 | 35 | ||||||||||||
| Decommissioning-related activities (c) | 48 | 48 | — | — | 48 | 48 | ||||||||||||
| ERP system implementation expenses | 11 | 11 | — | — | 11 | 11 | ||||||||||||
| Interest income | (45 | ) | (45 | ) | — | — | (45 | ) | (45 | ) | ||||||||
| Other, net | 13 | 13 | 2 | 2 | 15 | 15 | ||||||||||||
| Adjusted EBITDA guidance | $ | 5,500 | **** | $ | 6,100 | **** | $ | (90 | ) | $ | (90 | ) | $ | 5,410 | **** | $ | 6,010 | **** |
| 1 | Regulation G Table 2025 Guidance prepared as of November 7, 2024, based on market curves as of<br>November 4, 2024. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (a) | Includes $111 million interest on redeemable noncontrolling interest repurchase obligation<br> | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (b) | Includes nuclear fuel amortization of $412 million | |||||||||||||||||
| --- | --- | |||||||||||||||||
| (c) | Represents net of all NDT (income) loss of the PJM nuclear facilities, ARO accretion expense for operating<br>assets and ARO remeasurement impacts for operating assets. | |||||||||||||||||
| --- | --- |
Vistra – Press Release
August 7, 2025, Page 15
VISTRA CORP. - NON-GAAP RECONCILIATIONS 2025GUIDANCE^1^
(Unaudited) (Millions of Dollars)
| Ongoing<br>Operations | Asset<br>Closure | Vistra Corp.<br>Consolidated | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Low | High | Low | High | Low | High | |||||||||||||
| Cash provided by (used in) operating activities | $ | 4,630 | **** | $ | 5,230 | **** | $ | (190 | ) | $ | (190 | ) | $ | 4,440 | **** | $ | 5,040 | **** |
| Capital expenditures including nuclear fuel purchases and LTSA prepayments | (1,221 | ) | (1,221 | ) | — | — | (1,221 | ) | (1,221 | ) | ||||||||
| Solar and storage development expenditures | (736 | ) | (736 | ) | — | — | (736 | ) | (736 | ) | ||||||||
| Other growth expenditures | (318 | ) | (318 | ) | — | — | (318 | ) | (318 | ) | ||||||||
| (Purchase)/sale of environmental allowances | 15 | 15 | — | — | 15 | 15 | ||||||||||||
| Other net investing activities | (20 | ) | (20 | ) | — | — | (20 | ) | (20 | ) | ||||||||
| Free cash flow | $ | 2,350 | **** | $ | 2,950 | **** | $ | (190 | ) | $ | (190 | ) | $ | 2,160 | **** | $ | 2,760 | **** |
| Working capital and margin deposits | (74 | ) | (74 | ) | — | — | (74 | ) | (74 | ) | ||||||||
| Solar and storage development expenditures | 736 | 736 | — | — | 736 | 736 | ||||||||||||
| Other growth expenditures | 318 | 318 | — | — | 318 | 318 | ||||||||||||
| Accrued environmental allowances | (521 | ) | (521 | ) | — | — | (521 | ) | (521 | ) | ||||||||
| Purchase/(sale) of environmental allowances | (15 | ) | (15 | ) | — | — | (15 | ) | (15 | ) | ||||||||
| Transition and merger expenses | 56 | 56 | — | — | 56 | 56 | ||||||||||||
| Interest on noncontrolling interest repurchase obligation | 111 | 111 | — | — | 111 | 111 | ||||||||||||
| ERP implementation expenditures | 39 | 39 | — | — | 39 | 39 | ||||||||||||
| Adjusted free cash flow before growth guidance | $ | 3,000 | **** | $ | 3,600 | **** | $ | (190 | ) | $ | (190 | ) | $ | 2,810 | **** | $ | 3,410 | **** |
| 1 | Regulation G Table 2025 Guidance prepared as of November 7, 2024, based on market curves as of<br>November 4, 2024. Projected capital expenditures exclude any capex associated with repairs to Martin Lake Unit 1 as a result of the November 2024 fire, as well as any associated property damage insurance recoveries. | |||||||||||||||||
| --- | --- |