irving, texas, January 12, 2026 /PRNewswire/ — Vistra Corp. (NYSE: VST) (the “Company” or “Vistra”) today announced the sale of senior secured notes due 2031 and senior secured notes due 2036 (collectively, the “Notes”) as a private offering (the “Offering”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities”). “acts”), and certain non-us Persons subject to Regulation S under the Securities Act. The Notes constitute senior secured debt of Vistra Operations Company LLC. Delaware limited liability company and our indirect wholly owned subsidiaries (the “Issuer”). The Notes are fully and unconditionally guaranteed by certain of the Issuer’s current and future subsidiaries, which also guarantee the Issuer’s Credit Agreement dated October 3, 2016 (as amended, the “Credit Agreement”), among the Issuer as lessee, Vistra Intermediate Company LLC as the guarantor party, NA Citibank as the managing and collateral agent, and various lenders and letter of credit issuer parties. and any other parties listed therein. The Notes are secured by a first lien interest in the same collateral pledged for the benefit of the Lender under the Credit Agreement and certain other agreements. The collateral consists of property, assets and rights owned by the Issuer and any sub-guarantors, as well as a substantial portion of the Issuer’s equity interest. The collateral securing the Notes will be released if the issuer’s senior unsecured long-term notes receive an investment grade rating from two of the three rating agencies, but is subject to cancellation if such rating agency withdraws the investment grade rating of the issuer’s senior unsecured long-term notes or downgrades the rating to below investment grade.

The Company intends to use the proceeds from the Offering (i) to satisfy a portion of the consideration for the Company’s previously announced acquisition of Cogentrix Energy (the “Cogentrix Transaction”), (ii) for general corporate purposes, including the repayment of existing indebtedness, and/or (iii) to pay fees and expenses related to the Offering.

The Notes will not be registered under the securities laws of any state or other jurisdiction and may not be offered or sold in any country. US No registration or applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Vistra
Vistra (NYSE: VST) is a Fortune 500 retail power and power generation company. irving, texasproviding essential resources to our customers, businesses, and communities. California to maine. Vistra is a leader in transforming the energy landscape with a relentless focus on reliability, affordability, and sustainability. The company takes an innovative, customer-centric approach to retail operations while safely operating a reliable and efficient power generation fleet of natural gas, nuclear, coal, solar and battery energy storage facilities. For more information, please visit vistracorp.com.

Cautionary Note Regarding Forward-Looking Statements
The information contained herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections regarding the industries and markets in which Vistra operates, as well as the beliefs and assumptions of Vistra management, and involve risks and uncertainties that are difficult to predict and are not guarantees of future performance, and which may materially affect Vistra’s financial results. All statements, other than statements of historical fact, presented herein or in response to questions or otherwise that refer to activities, events or developments that may occur in the future, including matters such as projections of our financial or operations, financial condition and cash flows, anticipated synergies, net debt targets, capital allocations, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion ratio, dividend policy, business strategy, competitiveness, objectives, activities related to future acquisitions or dispositions, and that refer to activities, events or developments that may occur in the future. the development and operation of power generation assets, the development of markets and industries, the growth of our business and operations (including potential transactions with our nuclear power plants and natural gas plant heavy load facilities) (often, but not always, negative changes in those words or phrases; or through the use of forward-looking or other similar words of a forward-looking nature, including, but not limited to, “intends,” “plans,” “likely,” “unlikely,” “believes,” “confident,” and “expects”). Statements (such as “seeks,” “anticipates,” “estimates,” “continues,” “will,” “shall,” “should,” “could,” “might,” “might,” “anticipate,” “predict,” “anticipate,” “target,” “potential,” “objective,” “objective,” “guidance,” and “outlook”) are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra believes in making such forward-looking statements that Vistra’s expectations are based on reasonable assumptions, such forward-looking statements involve uncertainties and risks that could cause results to differ materially from those anticipated or implied by the forward-looking statements, including, but not limited to: (ii) Vistra’s ability to execute its planned strategy, capital allocation, performance and cost reduction initiatives and successfully integrate the acquired businesses, including the completion of the Cogentrix Transaction; (iii) actions by credit rating agencies; (iv) the severity, magnitude and duration of extreme weather events and related contingencies and uncertainties; most of which are difficult to predict and beyond our control and the resulting effects on our results of operations, financial condition and cash flows; and (v) additional risks and factors discussed in the reports Vistra files from time to time with the Securities and Exchange Commission. These include the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Vistra’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent quarterly reports filed on Form 10-Q.

Any forward-looking statements speak only as of the date on which they are made, and Vistra undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which they are made or to reflect the occurrence of unanticipated events, except as required by law. New factors emerge from time to time, and it is impossible to predict them all. Additionally, Vistra cannot assess the effect of each such factor or the extent to which a factor, or combination of factors, would cause results to differ materially from those contained in the forward-looking statements.

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Source Vistra Corp