Vistra Corp. (VST) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Vistra Corp. surfaced in its latest filing.

• Winter Storm Uri in February 2021 caused wholesale power market volatility and increased fuel costs and collateral requirements, leading to significant loss.February 2021
• Winter Storm Fern in January 2026 caused wholesale power market volatility and increased fuel costs and collateral requirements.January 2026
• As of December 31, 2025, the company had approximately $20.7 billion of total indebtedness and approximately $19.9 billion of indebtedness net of cash.December 31, 2025
• The Cogentrix Transactions include a consideration portion of 5,000,000 shares of common stock, which will dilute existing stockholders.
• The Cogentrix Transactions may be terminated if not completed by December 31, 2026 (extendable twice by up to 90 days).December 31, 2026
• If the Cogentrix Transactions are not completed, the company may be required to pay Cogentrix Energy a termination fee of $77,839,364 under the purchase agreement and $72,160,636 under the merger agreement.
• Luminant announced retirements of several power generation assets and related mining operations in 2017.2017
• Projected spend of approximately $182 million (nominal) over the next five years on mining reclamation.
• Winter Storm Elliott led to regulatory investigations by NERC, FERC, regional reliability entities, ISOs/RTOs, and independent market monitors.
• Texas Senate Bill 2627 (Powering Texas Forward Act) created Texas Energy Fund programs with grants and loans for electric facilities.
• PJM has proposed an out-of-market reliability backstop auction for new dispatchable generation.
• In January 2025, President Trump issued an executive order titled Unleashing American Energy ordering federal agencies to review regulations for consistency with its policy goals.January 2025
• The ACE rule was vacated by the D.C. Circuit Court in January 2021 and remanded to the EPA.January 2021
• The U.S. Supreme Court's June 2022 decision in West Virginia v. EPA held that the EPA lacks authority to apply generation shifting in GHG regulation.June 2022
• In May 2024, the EPA issued a more stringent rule to replace the ACE rule.May 2024
• In June 2025, the EPA proposed to repeal the May 2024 GHG rule, which remains subject to ongoing legal challenges in the D.C. Circuit.June 2025
• In February 2026, the EPA repealed its 2009 endangerment finding for GHG emissions from light-, medium-, and heavy-duty vehicles, which several environmental groups have challenged in the D.C. Circuit Court.February 2026
• Collective bargaining agreements covering lignite mining, lignite-, coal-, natural gas- and nuclear-fueled generation, and some battery operations expire between February 2026 and March 2029.February 2026 - March 2029
• Board has approved a share repurchase program of $7.75 billion.
• Series A Preferred Stock has a semi-annual cumulative dividend of 8.0% of $1,000 liquidation preference until October 15, 2026.October 15, 2026
• Series B Preferred Stock has a semi-annual cumulative dividend of 7.0% of $1,000 liquidation preference until December 15, 2026.December 15, 2026
• Series C Preferred Stock has a semi-annual cumulative dividend of 8.875% of $1,000 liquidation preference until January 15, 2029.January 15, 2029