VSTVistra Corp.
Vistra is an integrated retail electricity and power generation company that provides essential power resources to customers, businesses, and communities from California to Maine. 10-K, Item 1
- Employees
- 6,390
- Headquarters
- Irving, TX
- CEO
- James A. Burke
- Next results
- around Feb 25, 2027
14 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 28, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 30 Utilities companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•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 stock price.
•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.
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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 stock price.
Similar paragraph at 1 of 30 other Utilities companies: CNPThe 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 or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act), as well as the satisfaction of other customary conditions set forth in the definitive agreements. The closing of each of the Cogentrix Transactions is also conditioned upon being consummated substantially concurrently. These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Cogentrix Transactions may not be completed.
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 issuance of these shares will dilute the ownership interests of our existing stockholders. Although the issuance represents a relatively small percentage of our currently outstanding common stock, such dilution could adversely affect the market price of our common stock.
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 case, by up to 90 days, as further provided in the definitive agreements). If we are unable to complete the Cogentrix Transactions, we still will incur and will remain liable for significant transaction costs, including legal, accounting, advisory and other costs relating to the Cogentrix Transactions. Also, depending upon the reasons for not completing the Cogentrix Transactions, we may be required to pay Cogentrix Energy a termination fee of, as to the purchase agreement, $77,839,364, and, as to the merger agreement, $72,160,636.
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 with the failure to consummate the Cogentrix Transactions, or to consummate the Cogentrix Transactions as contemplated by the definitive agreements, including:
•our stockholders may be prevented from realizing the anticipated potential benefits of the Cogentrix Transactions;
•reputational harm due to the adverse public perception of any failure to successfully complete the Cogentrix Transactions; and
•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 relating to attempting to consummate the Cogentrix Transactions.
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.
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. The success of the Cogentrix Transactions will depend, in part, on our ability to integrate the Cogentrix assets and operations into our existing business, manage and operate the acquired facilities efficiently, retain key personnel, and effectively manage the increased scale and geographic footprint of our generation portfolio. Further, the acquired assets may be subject to operational, regulatory, environmental, market or other risks that differ from or are greater than those associated with our existing assets, including unanticipated capital expenditure requirements, potential unknown liabilities, or changes in market rules or regulatory requirements applicable to the regions in which the Cogentrix assets operate. We will be required to devote significant management attention and resources to the integration of Cogentrix Energy’s business practices and operations into our existing business.
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, controls, policies and procedures, any of which could adversely affect our ability to maintain relationships with operators, vendors and employees or to achieve the anticipated benefits of the Cogentrix Transactions. Failure to successfully integrate and operate the acquired assets, or to realize the anticipated benefits of the Cogentrix Transactions could have a material adverse effect on our business, financial condition, results of operations and cash flows.
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•inability to effectively complete nuclear power uprates on terms, cost, or schedule contemplated by current forecasts or customer agreements;
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New in the latest 10-Q
28 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 10, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(Unaudited) (Millions of Dollars) Nine Months Ended September 30, 2026 2025 Cash flows — operating activities: Net income $ 2,474 $ 711 Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 2,338 2,225 Deferred income tax expense, net 589 68 Impairment of long-lived and other assets 269 73 Unrealized net (gain) loss from mark-to-market valuations of commodities (810) 367 Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps (31) 84 Unrealized net (gain) loss from nuclear decommissioning trusts 58 (164) Asset retirement obligation accretion expense 96 100 Bad debt expense 164 152 Stock-based compensation expense 96 82 Involuntary conversion gain (102) (80) Other, net 16 36 Changes in operating assets and liabilities: Margin deposits, net (184) (361) Accrued interest 176 32 Accrued taxes other than income (37) (19) Accrued employee incentive (52) (106) Other operating assets and liabilities (730) (562) Cash provided by operating activities 4,330 2,638 Cash flows — investing activities: Capital expenditures, including nuclear fuel purchases and LTSA prepayments (2,319) (1,916) Lotus acquisition purchase price adjustment 6 — Proceeds from sales of nuclear decommissioning trust fund securities 4,370 4,120 Investments in nuclear decommissioning trust fund securities (4,371) (4,138) Proceeds from sales of environmental allowances 153 57 Purchases of environmental allowances (251) (511) Insurance proceeds for recovery of damaged property, plant, and equipment 246 198 Proceeds from sales of property, plant, and equipment, including nuclear fuel 55 21 Other, net 88 7 Cash used in investing activities (2,023) (2,162) Cash flows — financing activities: Issuances of debt 7,985 424 Repayments/repurchases of debt (3,862) (764) Net borrowings (repayments) under accounts receivable financing (1,225) 475 Borrowings under Revolving Credit Facility 400 150 Repayments under Revolving Credit Facility (780) (150) Borrowings under Commodity-Linked Facility — 987 Repayments under Commodity-Linked Facility (1,420) (987) Debt issuance costs (94) (2) Stock repurchases (917) (776) Dividends paid to common stockholders (231) (229) Dividends paid to preferred stockholders (117) (117) Tax withholding on stock-based compensation (73) (51)
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On October 30, 2026, Vistra acquired Cogentrix Energy (Cogentrix and, such acquisition, the Cogentrix Acquisition). The Cogentrix Acquisition resulted in the addition of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity. See Note 2 for additional information.
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On October 30, 2026, $ 297 million of construction loans due in December 2026 converted to a term loan maturing in December 2029. See Note 12 for additional information.
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On October 29, 2026, the Board authorized an incremental amount of $ 1.5 billion for repurchases under the share repurchase program.
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On October 26, 2026, Vistra Operations entered into $ 1.0 billion notional amount of interest rate swaps to reduce our interest rate exposure on $ 1.0 billion of expected future fixed rate debt issuances. The interest rate swaps are effective on January 31, 2027 and expire on January 31, 2037. See Note 13 for additional information.
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On October 15, 2026, the Company redeemed all of the Series A Preferred Stock upon its five-year reset date using proceeds from the issuance of junior subordinated notes in September 2026 (see Note 12 for additional information) together with cash on hand. The Company has also issued notice to the Series B Preferred Stock holders for the redemption of all the Series B Preferred Stock on December 15, 2026.
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On November 5, 2026, we repaid the $ 1.7 billion of debt assumed in the Cogentrix Acquisition using a combination of cash on hand and borrowings under the Receivables Facility and Repurchase Facility.
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We recognized transferable nuclear PTC revenues of $ 162 million in each of the three and nine months ended September 30, 2026 and $ 145 million in each of the three and nine months ended September 30, 2025. Nuclear PTC revenues are an estimate based on projected annual gross receipts generated from qualifying nuclear production in 2026 and 2025 and reflect our determination that we will meet the prevailing wage requirements necessary to earn the five times multiplier. The amount recognized in the nine months ended September 30, 2026 and 2025 reflects a pro-rata allocation of the forecasted annual nuclear PTC revenue based on actual qualifying nuclear production during the period. Our computation of forecasted gross receipts includes settled spot energy revenues and capacity revenues (applicable to our PJM nuclear units only) at each nuclear unit and excludes any hedges and ancillary service revenue. Treasury regulations may further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC. Any interpretive guidance on the definition of gross receipts that differs from the interpretation used in our estimate could result in a material change to PTC revenues recorded in 2026 and 2025 and would be reflected as a change in estimate in the period in which the guidance is received.
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In September 2026, we sold $ 220 million of transferable nuclear PTCs recognized from qualifying 2025 nuclear generation. Cash proceeds of $ 206 million were received in October 2026.
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During 2025, we sold $ 490 million of transferable nuclear PTCs recognized from qualifying 2024 nuclear generation, of which $ 200 million was sold in January 2025, $ 90 million was sold in May and June 2025, and $ 200 million was sold in September 2025. Cash proceeds of $ 278 million and $ 469 million were received during the three and nine months ended September 30, 2025, respectively.
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In determining the fair value of the Moss Landing 350 MW battery asset group, we utilized the income approach described in ASC 820, Fair Value Measurement.
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Amendment Date Key Changes June 2026 Released each guarantor from its guarantee ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Made certain amendments consistent with the amendments to the Vistra Operations Credit Agreement September 2026 Extended the maturity date to September 29, 2027 Made certain additional amendments consistent with the amendments to the Vistra Operations Credit Agreement
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In September 2026, Vistra Operations issued $ 850 million aggregate principal amount of Series A junior subordinated notes due 2057 (Series A Notes) and $ 650 million aggregate principal amount of Series B junior subordinated notes due 2057 (Series B Notes and, together with the Series A Notes, the Junior Subordinated Notes). The Junior Subordinated Notes are junior subordinated, unsecured obligations of Vistra Operations. The Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp.
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The Series A Notes bear interest at an annual rate of 7.000 % from September 24, 2026 through, but excluding, the first reset date of March 15, 2032. On and after the first reset date, the interest rate on the Series A Notes will be adjusted based on the Five-Year U.S. Treasury Rate plus a spread of 2.253 % per annum, provided that the interest rate for each reset period will not reset below 7.000 %. The Series B Notes bear interest at an annual rate of 7.250 % from September 24, 2026 through, but excluding, the first reset date of March 15, 2037. On and after the first reset date, the interest rate on the Series B Notes will be adjusted based on the Five-Year U.S. Treasury Rate plus a spread of 2.296 % per annum, provided that the interest rate for each reset period will not reset below 7.250 %.
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Net proceeds totaling approximately $ 1.485 billion, together with cash on hand, were or will be used for general corporate purposes, including to make distributions to Vistra Corp. to fund the redemption of all of Vistra Corp.'s outstanding Series A Preferred Stock, which was redeemed on October 15, 2026, and all of the Series B Preferred Stock, which is expected to occur on December 15, 2026 (see Note 17 for additional information). Pending use of the net offering proceeds as described above, Vistra Operations intends to invest the net proceeds in short-term interest-bearing accounts, securities, or similar investments.
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On October 26, 2026, Vistra Operations entered into $ 1.0 billion notional amount of interest rate swaps to reduce our interest rate exposure on $ 1.0 billion of expected future fixed rate debt issuances. The interest rate swaps are effective on January 31, 2027 and expire on January 31, 2037.
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In October 2026, the Board authorized an incremental amount of $ 1.5 billion for repurchases under the Share Repurchase Program.
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On October 15, 2026, the Company redeemed all of the Series A Preferred Stock upon its earliest redemption date using proceeds from the issuance of junior subordinated notes in September 2026. The Company has also issued notice to the Series B Preferred Stock holders for the redemption of all the Series B Preferred Stock on December 15, 2026. See Note 12 for additional information.
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In September 2026, we formed a joint venture, a VIE, which issued 35 % of its common units to an unrelated third party. The joint venture was formed to pursue power generation development opportunities. The joint venture is a VIE because its equity at risk is insufficient to support its operations. We consolidate the results of the VIE because we are the primary beneficiary as we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accounting for the VIE is subject to an ongoing assessment. The condensed consolidated balance sheet as of September 30, 2026 includes approximately $ 400 million of the VIE's assets which primarily consist of prepaid and other current assets, of which 35 % is funded by the third-party investor. The assets of the VIE cannot be used to fund our obligations outside of the VIE except through approved distributions to us, and the liabilities of the VIE cannot be settled by us outside of the VIE except through contributions to the VIE. As of September 30, 2026, the VIE does not have any liabilities. The $ 400 million of the VIE's spend to date has been guaranteed by a third party to the extent a power purchase agreement is not executed following the end of an exclusivity period.
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On November 5, 2026, we repaid $1.7 billion of debt assumed in the Cogentrix Acquisition using a combination of cash on hand and borrowings under the Receivables Facility and Repurchase Facility.
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In September 2026, Vistra Operations issued $850 million aggregate principal amount of the Series A Notes and $650 million aggregate principal amount of the Series B Notes. The Junior Subordinated Notes are junior subordinated, unsecured obligations of Vistra Operations. The Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp.
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Net proceeds totaling approximately $1.485 billion, together with cash on hand, were or will be used for general corporate purposes, including to make distributions to Vistra Corp. to fund the redemption of all of Vistra Corp's outstanding Series A Preferred Stock, which was redeemed on October 15, 2026, and all of the Series B Preferred Stock, which is expected to occur on December 15, 2026 (see Note 17 for additional information). Pending use of the net offering proceeds as described above, Vistra Operations intends to invest the net proceeds in short-term interest-bearing accounts, securities, or similar investments.
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In October and November 2026, we redeemed the Series A Preferred Stock for $1 billion, paid approximately $2.2 billion in cash as part of our acquisition of Cogentrix, borrowed the full capacity under the Receivables Facility and Repurchase Facility and repaid approximately $1.7 billion of debt assumed in the acquisition of Cogentrix which reduced available liquidity.
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In September 2026, Vistra Operations issued $1.5 billion aggregate principal amount of junior subordinated notes. The following tables summarize the combined financial information of (i) Vistra Corp., which is the ultimate parent company and guarantor of the Vistra Operations Junior Subordinated Notes, on a stand-alone, unconsolidated basis and (ii) Vistra Operations, whose Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp., on a stand-alone, unconsolidated basis. Vistra Corp.'s guarantee is irrevocable and unconditional and covers the due and punctual payment of principal, premium, if any, and interest on the applicable debt securities, as well as Vistra Operations' other obligations under the applicable indenture and debt securities when due and payable. See Note 12 to the Financial Statements for discussion of the Vistra Operations Junior Subordinated Notes.
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The financial information presented below is summarized for Vistra Corp. and Vistra Operations on a combined basis, after elimination of intercompany transactions, and excludes the investments in and equity in the earnings of any subsidiaries. The summarized financial information should be read in conjunction with the consolidated financial statements and notes thereto of Vistra.
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Vistra Corp. files a consolidated U.S. federal income tax return. Consolidated income tax expense or benefits and deferred tax assets and liabilities have been allocated between Vistra Corp., Vistra Operations and non-guarantor subsidiaries.
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Share sales and buybacks
In October 2026, the Board authorized an incremental amount of $1.5 billion for repurchases under the Share Repurchase Program. We expect to complete repurchases under the Share Repurchase Program by the end of 2028. See Note 17 to the Financial Statements for additional information.
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Item 6
(filed October 5, 2026) 10.3 ** Third Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and James A. Burke 10.4 ** Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Kristopher E. Moldovan 10.5 ** Amended and Restated Employment Agreement, executed on August 11, 2026, between Vistra Corp., Vistra Corporate Services Company, and Stacey Doré
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 27, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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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.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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