A Dark Vector Cognition product

Item 1A. RISK FACTORS

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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 repurchase of common stock during the three months ended June 30, 2026.

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced ProgramMaximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions)
April 1 - April 30, 2026864,455$157.28864,455$1,485
May 1 - May 31, 2026778,916$148.85778,916$1,369
June 1 - June 30, 2026512,182$153.52512,182$1,290
For the quarter ended June 30, 20262,155,553$153.342,155,553$1,290

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 2027.

Board Authorization DatesAmount Authorized for Share Repurchases
(in billions)
October 2021$2.00
August 20221.25
March 20231.00
February 20241.50
October 20241.00
October 20251.00
Cumulative authorization at June 30, 2026$7.75

See Note 17 to the Financial Statements for additional information.

**Item 3.**DEFAULTS UPON SENIOR SECURITIES

None.

VISTRA CORP.

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