Vistra (VST)

On September 24, 2026, Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra Corp., completed an underwritten public offering of $850,000,000 aggregate principal amount of its 7.000% Series A Junior Subordinated Notes due 2057 and $650,000,000 aggregate principal amount of its 7.250% Series B Junior Subordinated Notes due 2057. The notes are irrevocably and unconditionally guaranteed by Vistra Corp. and were issued under a Base Indenture dated September 24, 2026 among Vistra Operations as issuer, Vistra Corp. as guarantor, and Wilmington Trust, National Association as trustee, as supplemented by a First Supplemental Indenture dated September 24, 2026. The offering was registered under a Form S-3 filed September 8, 2026 (File Nos. 333-298811 and 333-298811-01), with terms described in a prospectus supplement dated September 10, 2026 and related prospectus dated September 8, 2026, filed under Rule 424(b)(2) on September 14, 2026. Copies of the Base Indenture, First Supplemental Indenture, and forms of the notes of each series were filed as Exhibits 4.1, 4.2, 4.3, and 4.4, respectively, and the description of the Indenture and Securities is qualified in its entirety by reference to those exhibits.

Vistra Operations and Vistra reported under Item 8.01 that the Securities were sold pursuant to an Underwriting Agreement dated September 10, 2026, among Vistra Operations, Vistra, and Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and Truist Securities, Inc., as representatives of the underwriters named in Schedule A. The Underwriting Agreement was filed as Exhibit 1.1 to the Form 8-K and is incorporated by reference into the Registration Statement. Sidley Austin LLP’s legal opinion issued in connection with the offering of the Securities was attached as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

Item 9.01 lists exhibits under (d): Exhibit 1.1, Underwriting Agreement dated September 10, 2026, among Vistra Operations Company LLC, Vistra Corp., and Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as representatives of the underwriters; Exhibit 4.1, Indenture dated September 24, 2026, among Vistra Operations Company LLC as Issuer, Vistra Corp. as Guarantor, and Wilmington Trust, National Association as Trustee; Exhibit 4.2, First Supplemental Indenture dated September 24, 2026, among the same parties; Exhibit 4.3, Form of 7.000% Series A Junior Subordinated Note due 2057, included in Exhibit 4.2; Exhibit 4.4, Form of 7.250% Series B Junior Subordinated Note due 2057, included in Exhibit 4.2; Exhibit 5.1, Opinion of Sidley Austin LLP; Exhibit 23.1, Consent of Sidley Austin LLP, included in Exhibit 5.1; and Exhibit 104, the cover page from the Form 8-K formatted in Inline XBRL. The report is signed by Vistra Corp. on September 24, 2026, by William M. Quinn, Senior Vice President and Treasurer.