AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Integrated procurement is demonstrated, but relative cost superiority is not. Easy retail switching and marginal wholesale pricing limit structural differentiation.
durability · 2/4 · The executed 20-year AWS PPA provides durable contractual demand visibility. Missing economics and exposure to structural commodity changes prevent equating contract length with a durable moat.
customer dependency · 1/4 · Residential customers can readily change suppliers. Long-term contracted wholesale demand and organic retail customer growth provide offsets, but do not establish broad switching friction.
erosion resilience · 2/4 · Hedging and improved realized operating cash generation demonstrate resilience. Structural price exposure remains, and incident costs are a realized operational weakness; supply and subsidy risks remain prospective.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Higher realized East capacity prices and higher retail contractual rates demonstrate favorable pricing outcomes. These establish realized pricing strength during the disclosed period, not unilateral or enduring pricing power.
retention · 2/4 · Five consecutive years of organic TXU Energy customer-count growth provide indirect repeat-demand evidence, and the AWS PPA establishes long-term contracted demand. Net growth does not reveal churn or renewal rates, while switching remains easy.
margin resilience · 2/4 · Realized revenue net of fuel and operating cash generation improved, supported by capacity pricing, Texas energy margins, acquired plants and a unit's return to service. Hedging supports resilience, but acquisition effects, collateral movements and incident costs limit attribution to pricing power.
contractual freedom · 2/4 · Retail contractual rates and the negotiated long-term AWS agreement demonstrate commercial contracting capability. Wholesale marginal and auction pricing constrain discretion; the PPA's repricing and termination provisions are absent.
Predictability57
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 13.09
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 13.06
Financial strength2
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 5.61
- currentRatioGrade
- 2.16
- Debt / FCF (x)
- 14.30
- Net debt / operating income (x)
- 9.47
- Interest coverage (x)
- 1.62
- Current ratio (x)
- 0.78
Capital allocation91
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 15.59
- 3-year average dilution (%)
- -6.96
- 3-year average SBC / revenue (%)
- 0.63
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash of $2.222 billion supported $1.572 billion of capital expenditures, alongside $709 million of buybacks and substantial refinancing. The potential $1 billion Helix commitment adds capital-allocation exposure without demonstrated returns. Actual cash generation supports a mixed assessment; investment and repurchase value creation remain unproven.
incentive alignment · 3/4 · Actual 2025 LTI awards were weighted 65% to performance stock units. Disclosed three-year award horizons, ownership guidelines, clawback and double-trigger protection support alignment, and outstanding granted awards are documented. Executive ownership amounts and complete performance hurdles are missing.
execution · 3/4 · Completed generation acquisitions, an executed 20-year PPA, reported fleet availability, five years of organic customer growth and substantial operating cash generation demonstrate execution. Incident costs qualify the record. Availability and customer growth are issuer-reported operating evidence; pending projects receive no completion credit.
governance · 3/4 · Disclosed annual elections, majority voting, separated chair and CEO roles, independent committees and independent risk-management reporting support strong governance structures. Ten of eleven nominees were described as independent; their election is not assumed. These structures do not prove exceptional oversight effectiveness.
Evidence
We believe integrating retail with power generation stands as a fundamental competitive advantage that mitigates the impact of commodity price fluctuations and enhances the stability and predictability of our cash flows.
Strategic priorities / management's integration advantage assertion · Filed 27/02/2026
Our Retail segment procures power from our generation segments to serve future load obligations.
Note 13 / retail procurement from generation segments · Filed 10/08/2026
In locations and periods where our load service activities do not naturally offset existing generation portfolio risks, remaining commodity price exposure is managed through portfolio hedging activities.
Note 13 / residual portfolio hedging · Filed 10/08/2026
During 2025, we achieved several strategic milestones, including the acquisition of seven modern natural gas generation facilities totaling approximately 2,600 MW of capacity from Lotus Infrastructure Partners (“Lotus”) and execution of a 20-year power purchase agreement (“PPA”) with AWS for 1,200 MW of carbon-free power from our Comanche Peak Nuclear Power Plant.
2025 business highlights / completed acquisition and executed AWS PPA · Filed 18/03/2026
Supply Chain Constraints Our industry continues to face ongoing supply chain constraints and labor shortages, which have reduced the availability of essential equipment and supplies for constructing new generation facilities, increased the lead times for procuring materials, and raised labor costs associated with maintaining our natural gas, nuclear, and coal fleet.
Business environment / industry supply chain constraints · Filed 27/02/2026
Further, with retail competition, it is easier for residential customers where we serve load to switch competitive electricity generation suppliers for their energy needs.
Competition / ease of residential supplier switching · Filed 27/02/2026
Regulatory initiatives designed to enhance and/or subsidize renewable generation increases competition from these types of facilities and out-of-market subsidies to existing or new generation can undermine the competitive wholesale marketplace, which can lead to premature retirement of existing facilities, including those owned by us.
Competition / subsidies and potential premature retirements · Filed 27/02/2026
Our results of operations and financial condition could be materially and adversely affected by energy market participants continuing to construct new generation facilities or expanding or enhancing existing generation facilities despite relatively low power prices and such additional generation capacity results in a reduction in wholesale power prices.
Risk factors / new generation and wholesale price pressure · Filed 27/02/2026
Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices.
Commodity price risk / limits of long-term risk management · Filed 10/08/2026
Asset Closure Segment Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Net loss $ (116) $ (43) $ (136) $ (111) Asset Closure net loss increased primarily due to incremental costs associated with the Moss Landing Incident, net of property damage and business interruption insurance recoveries, recognized in the three and six months ended June 30, 2026.
Asset Closure results / realized Moss Landing incident costs · Filed 10/08/2026
Prices in ERCOT are determined through marginal pricing, meaning the cost of the last resource needed to balance supply and demand establishes the market price for all dispatched generation at a given location, subject to transmission congestion and losses.
ERCOT market / marginal wholesale pricing · Filed 27/02/2026
Its energy markets allow market participants to buy and sell energy and ancillary services at prices established through real-time and day-ahead auctions.
ISO-NE market / auction pricing · Filed 27/02/2026
For the six months ending June 30, 2026 compared to six months ended June 30, 2025, East net income increased primarily due to higher realized capacity prices and the addition of plants acquired in the Lotus Acquisition, partially offset by $327 million increase in unrealized mark-to-market losses on commodity derivative positions.
East results / higher realized capacity prices and acquisition contribution · Filed 10/08/2026
Disaggregated Consolidated Statement of Operations Results Explanations of variations between periods for selected income statement categories are provided below: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in millions) Operating revenues $ 4,017 $ 4,250 $ 9,657 $ 8,183 For the three months ended June 30, 2026 compared to the three months ended June 30, 2025, operating revenues decreased primarily due to a $611 million increase in unrealized mark-to-market losses on commodity derivative positions, partially offset by higher retail revenue contractual rates, higher wholesale capacity and energy revenues and the addition of plants acquired in the Lotus Acquisition.
Consolidated results / higher retail contractual rates and wholesale revenues · Filed 10/08/2026
Sources and Uses of Cash Six Months Ended June 30, 2026 2025 Change (in millions) Net cash provided by operating activities $ 2,222 $ 1,171 $ 1,051 Net cash used in investing activities $ (1,279) $ (1,671) $ 392 Net cash used in financing activities $ (1,284) $ (227) $ (1,057) Operating Cash Flows The change in net cash provided by operating activities was primarily driven by (i) increased realized revenue net of fuel driven primarily by higher realized capacity prices in the East segment, higher energy margins in the Texas segment, the addition of plants acquired in the Lotus Acquisition and Martin Lake Unit 1 return to service and (ii) a $180 million decrease in net margin deposits posted supporting our hedging strategy.
Operating cash flows / realized revenue net of fuel and cash flow drivers · Filed 10/08/2026
FCFbG* 92.5% coal and gas fleet commercial availability for 2025** **Not including assets acquired from Lotus in October 2025 5TH CONSECUTIVE YEAR year-over-year organic growth in TXU Energy Customer Counts Strategy Execution ~3,000 MW of net generating capacity added or acquired in 2025 ~$300 M of dividends paid in 2025 1,200 MW contracted at the Comanche Peak Nuclear Power Plant ~$5.75 B shares repurchased from Nov.
Performance highlights / fleet availability and five years of organic customer growth · Filed 18/03/2026
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions of Dollars) Six Months Ended June 30, 2026 2025 Cash flows — operating activities: Net income $ 1,334 $ 59 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 1,363 1,534 Deferred income tax expense (benefit), net 255 (128) Impairment of long-lived and other assets — 68 Unrealized net (gain) loss from mark-to-market valuations of commodities (251) 551 Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps (7) 74 Unrealized net (gain) loss from nuclear decommissioning trusts 22 (74) Asset retirement obligation accretion expense 63 66 Bad debt expense 86 87 Stock-based compensation expense 67 46 Involuntary conversion gain (48) (80) Other, net — 13 Changes in operating assets and liabilities: Margin deposits, net (188) (368) Accrued interest 61 (5) Accrued taxes other than income (100) (56) Accrued employee incentive (99) (145) Other operating assets and liabilities (336) (471) Cash provided by operating activities 2,222 1,171 Cash flows — investing activities: Capital expenditures, including nuclear fuel purchases and LTSA prepayments (1,572) (1,458) Lotus acquisition purchase price adjustment 6 — Proceeds from sales of nuclear decommissioning trust fund securities 3,036 3,024 Investments in nuclear decommissioning trust fund securities (3,037) (3,035) Proceeds from sales of environmental allowances 128 25 Purchases of environmental allowances (201) (392) Insurance proceeds for recovery of damaged property, plant, and equipment 234 173 Proceeds from sales of property, plant, and equipment, including nuclear fuel 50 — Other, net 77 (8) Cash used in investing activities (1,279) (1,671) Cash flows — financing activities: Issuances of debt 6,422 209 Repayments/repurchases of debt (3,859) (757) Net borrowings (repayments) under accounts receivable financing (925) 375 Borrowings under Revolving Credit Facility 400 — Repayments under Revolving Credit Facility (780) — Borrowings under Commodity-Linked Facility — 987 Repayments under Commodity-Linked Facility (1,420) (126) Debt issuance costs (72) — Stock repurchases (709) (589) Dividends paid to common stockholders (154) (152) Dividends paid to preferred stockholders (96) (96) Tax withholding on stock-based compensation (69) (50) See Notes to Condensed Consolidated Financial Statements 4 VISTRA CORP.
Cash flow statement / operating cash, capital spending, financing and distributions · Filed 10/08/2026
Inc. (KKR). As a founding investor in the Helix Fund, the Company committed up to $1 billion consisting of (i) an initial $500 million commitment and (ii) an additional $500 million commitment subject to the Helix Fund meeting certain commercial power supply milestones for our existing generation assets or, at the Company's election, regardless of whether such milestones are achieved.
Equity method investment / Helix Fund commitments and commercial milestones · Filed 10/08/2026
Vistra reported 2025 Net Income of $944 million (including an unrealized loss from hedges expected to settle in future years of $808 million) and Cash Flow from Operations of $4,070 million.
2025 business highlights / reported net income and operating cash flow · Filed 18/03/2026
Based in part on discussions with stockholders, for 2025, Vistra continued to weight performance stock units as 65% of long-term incentive (“LTI”) awards for each named executive officer’s (“NEO’s”) annual LTI award.
2025 compensation / performance stock unit weighting · Filed 18/03/2026
We are committed to a pay for performance compensation philosophy, designed to: Emphasize variable compensation that links to overall performance and stockholder value Tie pay-at-risk with increased levels of responsibility Attract, motivate, engage and retain talented executive officers and key employees Compensate for business and personal performance 4 2026 Proxy Statement TABLE OF CONTENTS Proxy Summary Information Certain key features of our executive compensation program include: Clawback policy in place for performance-based incentive awards No tax gross-ups for executive officers (other than for relocation expenses under a program that is generally available to all employees) Rigorous stock ownership guidelines applicable to our Chief Executive Officer and Executive Vice Presidents, including the NEOs and non‑employee directors “Double trigger” change in control benefits that require both the occurrence of a change in control and a qualifying termination of the NEO, meaning that the executive cannot trigger these benefits themselves Independent compensation consultant hired by and reporting to the Social Responsibility and Compensation Committee SUMMARY OF DIRECTOR NOMINEES Director Since Other Public Company Boards Current Committee Memberships Name Age Independent A S&R SR&C N&G G&SO Scott B.
Compensation program / ownership guidelines, clawback and change-in-control terms · Filed 18/03/2026
Offer supplemental executive retirement plan benefits Engage in option backdating or re-pricing Permit hedging or pledging of our Common Stock by directors, employees (including the Named Executive Officers), or their related persons Encourage excessive risk or inappropriate risk taking through our incentive programs Guarantee annual bonuses Provide excessive perquisites to executives Provide excise tax gross-ups upon a change in control Provide loans from the Company to any executives or directors Permit liberal share counting or “recycling” of shares under our equity compensation plans 2026 Proxy Statement 51 Compensation Discussion and Analysis TABLE OF CONTENTS Compensation Elements In 2025, Vistra utilized the following elements of compensation to achieve our compensation objectives: Compensation Element Summary and Linkage to Philosophy Base Salary •A fixed element of compensation to provide a stable source of income •Provides market competitive compensation to attract and retain talent Annual Incentive (AIP) •A cash-based award that encourages executives to focus on specific corporate, business unit and individual performance goals •Earned only if threshold financial, operational and/or strategic objectives are met •Encourages executives to stay focused on near-term goals Restricted Stock Units (RSUs) (Time-Based Awards) •Rewards long-term stockholder value creation •Enhances executive stock ownership and promotes retention via three-year vesting schedule Performance Stock Units (PSUs) (Performance-Based Awards) •Rewards long-term stockholder value creation and encourages executives to focus on long-term performance goals •Emphasizes long-term view with three-year horizon •Earned only if threshold financial objectives are met Benefits •Provides access to broad-based employee welfare and retirement plans to maintain program’s market competitiveness Perquisites •Perquisites are limited in amount and use and designed to promote executive’s financial and physical wellbeing Compensation Determination Process USE OF MARKET DATA Vistra establishes base salary, target annual incentive and target long-term incentive compensation levels after considering market practice, internal equity considerations (including position, responsibility and contribution) and the Social Responsibility and Compensation Committee’s assessment of the appropriate pay mix for a particular position.
Compensation elements / annual incentives and three-year equity award terms · Filed 18/03/2026
News names Vistra one of the best companies to work for FORBES NET-ZERO LEADER Vistra added in 2025 2026 Proxy Statement 3 Proxy Summary Information TABLE OF CONTENTS CORPORATE GOVERNANCE BEST PRACTICES Our corporate governance policies and structures reflect best practices, including: Annual election of directors and majority voting with a resignation policy 10 out of 11 director nominees are independent Independent Audit, Social Responsibility and Compensation, Nominating and Governance, Sustainability and Risk, and Generation and Safety Oversight Committees Regular executive sessions of independent directors Separation of the Chairman of the Board (the “Chairman”) and Chief Executive Officer (“CEO”) positions Risk oversight by full Board and committees, including Sustainability Governance Framework ensuring oversight over sustainability matters and initiatives Annually a separate Board meeting is devoted solely to the long-term strategy of the Company, in addition to regular discussions about Company strategy at meetings throughout the year Frequent meetings of our non-management and independent directors Directors limited to no more than two other public company boards, and the CEO limited to no more than one other public company board Annual Board and committee assessments, including individual director and management interviews facilitated by third party every other year Tracking of Board education programs attended by directors with a recommendation that each director attend at least one external Board education program every two years Director onboarding program for new directors Policies prohibiting pledging and hedging transactions involving the Company’s common stock, par value $0.01 per share (the “Common Stock”), by directors and executive officers Rigorous stock ownership requirements for our directors and executive officers Board oversight of the Company’s policies, procedures, and public disclosures regarding political and lobbying contributions Active stakeholder engagement 2025 COMPENSATION HIGHLIGHTS In 2025, Vistra again received strong support for its executive compensation programs, with over 97% of the stockholder vote approving, on an advisory basis, our executive compensation.
Corporate governance / disclosed structures, nominee independence and historical advisory vote · Filed 18/03/2026
Market risks are monitored by our risk management group which operates independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies.
Market risk / risk management independence from commercial operations · Filed 10/08/2026
Risk management regularly reports their analysis to the Company's Risk Committee and Executive Committee, and to the Sustainability and Risk Committee of the Board.
Market risk / reporting to management and Board committees · Filed 10/08/2026
Securities to be issued upon exercise of outstanding options, warrants and rights (#)(1) Weighted average exercise price of outstanding options, warrants and rights ($)(2) Number of securities remaining available for future issuance under equity compensation plans (#)(3) Equity compensation plans approved by security holders 4,687,666 21.70 9,601,029 Equity compensation not approved by security holders — N/A — Total 4,687,666 21.70 9,601,029 (1)Reflects 4,687,666 shares subject to outstanding awards granted under the 2016 Incentive Plan, of which 1,375,397 shares were subject to outstanding options, 1,822,946 shares were subject to outstanding restricted stock unit awards, and 1,489,323 shares were subject to outstanding performance stock unit awards assuming target performance.
Equity compensation / outstanding granted awards and issuance capacity · Filed 18/03/2026
Our power generation business competes with other non-utility generators, regulated utilities, unregulated subsidiaries of regulated utilities, other energy service companies and financial institutions in the sale of electric energy, capacity and ancillary services, as well as in the procurement of fuel, transmission and transportation services.
Competition / generic generation competitor categories · Filed 27/02/2026
