Item 1A. RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, excepts as set forth below, there have been no material changes to the risk factors discussed in Part I, Item 1A Risk Factors in our 2024 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.

We may not be able to complete the Transactions, and even if completed, we may not realize the anticipated benefits of the Transactions.

The completion of the Transactions is subject to the satisfaction or waiver of a number of conditions, including (a) receipt of all requisite regulatory approvals, including FERC approval, (b) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (c) a declaratory ruling or approval from the New York Public Service Commission. There can be no assurance that these conditions will be satisfied on the anticipated timeline or at all, or that the Transactions will be completed in accordance with the terms of the Purchase Agreement. Any delay in completing the Transactions could distract management, disrupt ongoing operations, and increase transaction costs. If we are unable to complete the Transactions, we still will incur and will remain liable for significant transaction costs, including legal, accounting, advisory and other costs relating to the Transactions. Also, depending upon the reasons for not completing the Transactions, we may be required to pay Lotus a termination fee of $76 million.

Even if the Transactions are successfully completed, we may not realize the full anticipated benefits of the acquisition, including potential synergies, operational efficiencies, growth opportunities, or other strategic advantages. The success of the integration depends on a variety of factors, including our ability to consolidate operations and systems and maintain relationships with operators, vendors, and other business partners. Integration may be more difficult, costly, or time-consuming than expected, and unforeseen challenges may arise. If we fail to successfully integrate the acquired businesses, or if the acquired businesses do not perform as expected, our business, financial condition, and results of operations could be materially and adversely affected.

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

The following table provides information about our repurchase of common stock during the three months ended June 30, 2025.

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. We expect to complete repurchases under the Share Repurchase Program by the end of 2026.

See Note 14 to the Financial Statements for additional information.

**Item 3.**DEFAULTS UPON SENIOR SECURITIES

None.

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 are provided in Exhibit 95.1 to this quarterly report on Form 10-Q.