Vistra (VST) Risk Factor Changes

The Board has adopted a dividend program.

We are strategically focused on meeting growing demand for electricity as we prioritize reliability and affordability while being mindful of stakeholder interest in our plans to reduce our carbon footprint.

Companies across all industries face evolving expectations or scrutiny from stakeholders related to their approach to sustainability matters.

Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company and…

Emerging technologies such as distributed renewable energy technologies, energy efficiency, electric vehicles, distributed generation, energy storage devices, fuel cells, nuclear small modular reactors, and linear gen…

We may potentially be affected by emerging technologies that may over time affect change in capacity markets and the energy industry overall.

Technological advances in demand-side management, large-scale residential or commercial virtual power plants, and increased conservation efforts could result in a decrease in electricity demand.

The scope and cost of CCR pond closure work could increase significantly based on new or potential requirements imposed by the EPA or state agencies, including the EPA's interpretations on requirements for closure of…

During the prior administration, the EPA was directed to review a number of environmental rules, including the CCR rule, the ELG rule, the ACE rule and the particulate matter (PM), and NAAQS rules.

•Regulatory Risk.

•the costs of procuring nuclear fuel, including impacts from trade restrictions such as tariffs, embargoes, and quotas (see Item 7.

Potential disruptions from cyber/data and physical security breaches to "critical cyber assets" that interrupt the delivery of power to the Bulk Electric System could incur significant penalties per violation for fail…

There is continuing emphasis nationally and internationally on global climate change and how GHG emissions, such as CO2, contribute to global climate change.

We could be materially and adversely affected if new federal or state legislation or regulations are adopted to address global climate change, or if existing regulations are vacated, stayed, revised or re-proposed, th…

The Biden Administration finalized or proposed several regulatory actions establishing new requirements for control of certain emissions from sources, including electricity generation facilities.

Extreme weather events have resulted, and in the future may result, in efforts by both federal and state government and regulatory agencies to investigate and determine the causes of such events.

U.S.

We are subject to the tax laws and regulations of the U.S.

We may not be able to complete future acquisitions, including the pending Cogentrix Transactions, on favorable terms or at all, successfully integrate future acquisitions into our business, or effectively identify and…

As of December 31, 2025, we had approximately $20.7 billion of total indebtedness and approximately $19.9 billion of indebtedness net of cash.

In addition, we currently maintain a mix of investment grade and non-investment grade credit ratings.

Other factors may contribute to increased competition in wholesale power markets.

Our generation and competitive retail businesses rely on a competitive wholesale marketplace.

Such transactions and executed agreements are subject to certain risks and uncertainties, including various currently contemplated or future potential regulatory actions, reviews, and/or approvals, adverse legislative…

If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into, o…

We also buy significant quantities of fuel on a short-term or spot market basis.

We rely on natural gas, coal, fuel oil, and nuclear fuel for the majority of our power generation facilities.

Extreme weather events can also materially impact power prices or otherwise exacerbate conditions or circumstances that result in volatility of power prices.

•Evolving expectations from stakeholders, including investors, on sustainability issues, including climate risk, and erosion of stakeholder trust or confidence could influence actions or decisions about our company an…

•If electricity demand does not grow at the rate expected, or if we are unable to execute on large load offtake opportunities, including under long-term power purchase or offtake agreements that we have entered into,…

•restricted access to and cost of capital.

•changing investor sentiment regarding investment in the power and utilities industry or our company; and

•impediments on our ability to acquire or renew rights-of-way or land rights on a timely basis and on acceptable terms;

•reductions in our credit ratings or increased costs of, or limited access to, capital;

•the inability to, or increased difficulties and costs of, obtaining services, materials, or insurance from third parties;

•loss of ability to secure growth opportunities;

•loss of ability to hire and retain top talent;

•loss of business or loss of market share, including to competitors who do not have any, or comparable amounts, of operations involving fossil fuels;

•negative stakeholder sentiment toward us and our industry, including concerns over environmental or sustainability matters and potential changes in federal and state regulatory actions related thereto;

Additionally, in January 2021, President Biden issued written notification to the United Nations of the U.S.'s intention to rejoin the Paris Agreement, effective in February 2021.

•inability to effectively complete nuclear power uprates on terms, cost, or schedule contemplated by current forecasts or customer agreements;

For all these reasons, it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in operations, services, standards, contr…

Even if the Cogentrix Transactions are completed, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

Following the completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

•the attention of our management and employees may be diverted from their day-to-day business and operational matters and our relationships with our customers and suppliers may be disrupted as a result of efforts rela…

•reputational harm due to the adverse public perception of any failure to successfully complete the Cogentrix Transactions; and

•the market price of our common stock could decline significantly;

•our stockholders may be prevented from realizing the anticipated potential benefits of the Cogentrix Transactions;

If the Cogentrix Transactions are not consummated, or are consummated on different terms than as contemplated by the definitive agreements, we could be adversely affected and subject to a variety of risks associated w…

In addition, the definitive agreements provide that either party may terminate the applicable agreement if the Cogentrix Transactions are not completed by December 31, 2026 (which date may be extended twice, in each c…

In connection with the Cogentrix Transactions, a portion of the consideration payable at closing consists of 5,000,000 shares of our common stock.

The consummation of the Cogentrix Transactions (as defined below) remains subject to the satisfaction or waiver of customary closing conditions, including receipt of all requisite regulatory approvals, and expiration…

We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and st…

Multiple demand drivers such as emergence of large load data centers, including in response to transformations in technologies like artificial intelligence (AI) and electrification of oil field operations (specificall…

•Following completion of the Cogentrix Transactions, we may not realize the anticipated synergies and other expected benefits of the Cogentrix Transactions on the anticipated timeline or at all.

•We may not be able to consummate the Cogentrix Transactions on the anticipated terms, on the anticipated timeline, or at all, which could adversely affect our business, financial condition, results of operation and s…