Cover and table of contents
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Cover and 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 MARCH 31, 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 May 1, 2026 | |||||||
| Common stock, par value $0.01 per share | 337,182,468 |
TABLE OF CONTENTS
i
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 | |||||||
| Parent | Vistra Corp. | |||||||
| 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, Illinois Gas & Electric and ILG&E), 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 11 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities | |||||||
| 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 | |||||||
| IRS | U.S. Internal Revenue Service | |||||||
| MSHA | U.S. Mine Safety and Health Administration |
ii
| 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 | |||||||
| Board | Vistra Corp.'s Board of Directors | |||||||
| CCGT | combined cycle natural gas turbine | |||||||
| CCR | coal combustion residuals | |||||||
| CME | Chicago Mercantile Exchange | |||||||
| CRR | congestion revenue rights | |||||||
| EBITDA | earnings (net income) before interest expense, income taxes, depreciation and amortization | |||||||
| 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 | |||||||
| 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 | |||||||
| NYMEX | the New York Mercantile Exchange, a commodity derivatives exchange | |||||||
| PTC | production tax credit | |||||||
| REP | retail electric provider | |||||||
| 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 |
iii
| 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, Vistra Intermediate, the lenders party thereto, the other credit parties thereto, the administrative agent, the collateral 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 revolving credit commitments and term loan financing facilities | |||||||
| 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, and collateral agent, and the other parties named therein |
iv
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.
v
PART I. FINANCIAL INFORMATION
Next: Item 1. FINANCIAL STATEMENTS