v3.26.1
Debt, Credit Facilities, and Financings
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt, Credit Facilities, and Financings DEBT, CREDIT FACILITIES, AND FINANCINGS
Debt, credit facilities and financing obligations on the condensed consolidated balance sheets consisted of the following:
June 30,
2026
December 31,
2025
(in millions)
Long-term debt, including amounts due currently:
Project-level debt$1,633 $1,569 
Vistra Operations debt18,131 15,627 
Long-term debt before unamortized premiums, discounts and issuance costs19,764 17,196 
Unamortized premiums, discounts and issuance costs(169)(153)
Long-term debt including amounts due currently$19,595 $17,043 
Short-term borrowings$— $1,800 
Accounts receivable financing$300 $1,225 
Forward repurchase obligation$613 $632 

Release of Collateral

On December 2, 2025, S&P upgraded Vistra Operations' issuer credit rating from BB+ to BBB- and revised its outlook from Positive to Stable, and on March 20, 2026, S&P upgraded the Senior Unsecured Notes (as defined below) rating from BB+ to BBB-. On March 16, 2026, Fitch upgraded Vistra Operations' issuer default rating and the Senior Unsecured Notes rating from BB+ to BBB- and revised its outlook from Positive to Stable. As a result of these investment-grade ratings and the satisfaction of certain other conditions specified in the Vistra Operations Senior Secured Indenture (as defined below), an investment-grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes (as defined below) were automatically terminated and released in full on April 2, 2026 (Indenture Collateral Release).

The Indenture Collateral Release represents the elimination of the collateral and related lien provisions under the Vistra Operations Senior Secured Indenture only and did not modify, refinance, extinguish, or otherwise change the outstanding principal amount, maturity, interest rates, or other material terms of the Senior Secured Notes. Following the Indenture Collateral Release, the Senior Secured Notes are effectively unsecured and rank pari passu with the Senior Unsecured Notes. The Indenture Collateral Release is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.

Additionally, Vistra Operations repaid $2.444 billion in outstanding borrowings under the Term Loan B-3 facility (as defined below) in April 2026, and in coordination with the investment-grade ratings, met the collateral suspension provisions of the Vistra Operations Credit Agreement and Commodity-Linked Credit Agreement releasing all liens securing the Vistra Operations Credit Facilities and the Vistra Operations Commodity-Linked Credit Facility (Credit Facility Collateral Release). The Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Facility were amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Facility. The Vistra Operations Credit Agreement was also amended to release each guarantor from its guarantee to the extent related to the revolving credit loans, revolving credit commitments, letters of credit, letter of credit commitments and/or secured cash management agreements, in each case, under the Vistra Operations Credit Agreement. The Vistra Operations Commodity-Linked Facility was amended to release each guarantor from its guarantee.
Long-Term Debt

The Company's long-term debt obligations, including amounts due currently, consisted of the following:
June 30,
2026
December 31,
2025
(in millions)
Vistra Operations Credit Facilities, Term Loan B-3 Facility$— $2,450 
BCOP Credit Facility, Bridge Loans261 367 
BCOP Credit Facility, Construction / Term Loans503 505 
Vistra Zero Credit Facility, Term Loan B Facility due April 30, 2031697 697 
Texas Energy Fund (TxEF) Loan, due June 18, 2046172 — 
Vistra Operations Senior Notes:
5.050% Senior Notes, due December 30, 2026 (a)
500 500 
3.700% Senior Notes, due January 30, 2027 (a)
800 800 
5.625% Senior Notes, due February 15, 2027
— 1,300 
5.000% Senior Notes, due July 31, 2027
1,300 1,300 
4.300% Senior Notes, due October 15, 2028 (a)
750 750 
4.550% Senior Notes, due October 30, 2028
500 — 
4.375% Senior Notes, due May 1, 2029
1,250 1,250 
4.300% Senior Notes, due July 15, 2029 (a)
800 800 
4.600% Senior Notes, due October 15, 2030 (a)
500 500 
4.700% Senior Notes, due January 31, 2031
1,000 — 
5.000% Senior Notes, due April 30, 2031
1,000 — 
7.750% Senior Notes, due October 15, 2031
1,450 1,450 
6.875% Senior Notes, due April 15, 2032
1,000 1,000 
5.250% Senior Notes, due April 30, 2033
1,000 — 
6.950% Senior Notes, due October 15, 2033 (a)
1,050 1,050 
6.000% Senior Notes, due April 15, 2034 (a)
500 500 
5.700% Senior Notes, due December 30, 2034 (a)
750 750 
5.250% Senior Notes, due October 15, 2035 (a)
750 750 
5.350% Senior Notes, due January 31, 2036 (a)
1,250 — 
5.550% Senior Notes, due April 30, 2036
1,500 — 
Total Vistra Operations Senior Notes17,650 12,700 
Energy Harbor Revenue Bonds:
3.375% Revenue Bond, due August 1, 2029
100 100 
4.750% Revenue Bonds, due June 1, 2033 and July 1, 2033
285 285 
3.750% Revenue Bond, due October 1, 2047
46 46 
Total Energy Harbor Revenue Bonds431 431 
Other:
Equipment Financing Agreements46 46 
Other— 
Total other long-term debt50 46 
Unamortized debt premiums, discounts and issuance costs(169)(153)
Total long-term debt including amounts due currently19,595 17,043 
Less amounts due currently(1,876)(1,201)
Total long-term debt less amounts due currently$17,719 $15,842 
___________
(a)The Vistra Operations senior secured notes balances as of December 31, 2025 have been presented to give effect to the Indenture Collateral Release.
Credit Facilities

Our credit facilities and related available capacity as of June 30, 2026 are presented below.
June 30, 2026
Credit FacilitiesMaturity DateFacility
Limit
Borrowings OutstandingLetters of Credit OutstandingAvailable
Capacity
(in millions)
Vistra Operations debt:
Revolving Credit FacilityOctober 11, 2029$5,500 $— $1,092 $4,408 
Total Vistra Operations Credit Facilities5,500 — 1,092 4,408 
Vistra Operations Commodity-Linked FacilitySeptember 30, 20261,750 — — 1,452 
Total Vistra Operations debt$7,250 $— $1,092 $5,860 
Project-level debt:
Bridge LoansDecember 3, 2026$261 $261 $— $— 
Construction / Term Loans(a)503 503 — — 
BCOP Credit Facility764 764 — — 
Vistra Zero Term Loan B FacilityApril 30, 2031697 697 — — 
Texas Energy Fund (TxEF) LoanJune 18, 2046172 172 — — 
Total project-level debt$1,633 $1,633 $— $— 
Total credit facilities$8,883 $1,633 $1,092 $5,860 
___________
(a)Maturity dates between December 3, 2026 and December 3, 2029. See additional information in BCOP Project-level Credit Facilities discussion below.

Vistra Operations Credit Facilities

As of June 30, 2026, the Vistra Operations Credit Facilities have aggregate commitments of up to $5.5 billion in revolving credit commitments (including aggregate revolving letter of credit commitments of up to $5.475 billion) (Revolving Credit Facility). These amounts reflect a June 2026 amendment to the Vistra Operations Credit Agreement, which includes the following key changes:
Key Changes
Increased Revolving Credit Facility commitments from $3.44 billion to $5.5 billion and aggregate revolving letter of credit commitments (included in Revolving Credit Facility commitments) from $3.44 billion to $5.475 billion
Released each guarantor from its guarantee to the extent related to the Revolving Credit Facility and/or secured cash management agreements
Removed collateral reinstatement requirements
Amended, suspended, and/or removed certain covenants, representations, and warranties

Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Borrowings under the Revolving Credit Facility bear interest based on the forward-looking term rate based on SOFR (Term SOFR) plus a spread that ranges from 1.25% to 2.00%. We pay fees on any undrawn amounts of the Revolving Credit Facility ranging from 17.5 basis points to 35.0 basis points. Letters of credit issued under the Revolving Credit Facility are subject to a fee that ranges from 1.25% to 2.00%. Interest and fees on the Revolving Credit Facility are based on the corporate family rating or corporate credit rating, as applicable, of Vistra Operations. As of June 30, 2026, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margins for the Revolving Credit Facility and the applicable fee for undrawn amounts relating to such commitments were 1.750% and 27.5 basis points, respectively, and the fee for the letters of credit issued under the Revolving Credit Facility was 1.750%.

Term Loan B-3 Facility — Term loans (under the Term Loan B-3 Facility) were used for general corporate purposes. In April 2026, Vistra Operations used a portion of the proceeds from the April 2026 issuance of Vistra Operations senior unsecured notes discussed below to repay the $2.444 billion in outstanding borrowings under the Term Loan B-3 facility.
Other Information — Prior to the Credit Facility Collateral Release, obligations under the Vistra Operations Credit Facilities were secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions which were set forth in the Vistra Operations Credit Agreement. The Vistra Operations Credit Agreement included collateral suspension provisions that were satisfied, and the liens securing the Vistra Operations Credit Facilities were released in full on April 22, 2026 under the Credit Facility Collateral Release. The Vistra Operations Credit Agreement was amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Credit Agreement and to release each guarantor from its guarantee to the extent related to the revolving credit loans, revolving credit commitments, letters of credit, letter of credit commitments and/or secured cash management agreements, in each case, under the Vistra Operations Credit Agreement.

The Vistra Operations Credit Agreement permits certain hedging agreements to be secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights, and properties, subject to certain exceptions set forth in the Vistra Operations Credit Agreement, provided such hedging agreements satisfy the applicable criteria set forth therein.

The Vistra Operations Credit Agreement contains customary affirmative and negative covenants applicable to Vistra Operations and its restricted subsidiaries, including affirmative covenants requiring the delivery of financial and other information to the administrative agent and restrictions on changes to lines of business. The negative covenants restrict Vistra Operations' (and its restricted subsidiaries') ability to incur additional indebtedness, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Agreement. Certain other negative covenants, including restrictions on Vistra Operations' (and its restricted subsidiaries') ability to make investments or pay dividends, apply if the applicable rating agencies withdraw the investment grade ratings or downgrade the applicable ratings below investment grade. The Vistra Operations Credit Agreement also includes a springing financial covenant with respect to the Revolving Credit Facility that, when applicable, would require compliance with a consolidated total net leverage ratio. Vistra Operations' ability to borrow under the Vistra Operations Credit Facilities is subject to the satisfaction of certain customary conditions precedent set forth therein.

The Vistra Operations Credit Agreement provides for certain customary events of default, including events of default resulting from non-payment of principal, interest or fees when due, material breaches of representations and warranties, breaches of covenants in the Vistra Operations Credit Agreement or ancillary loan documents, cross-defaults under other agreements or instruments and the existence of material unpaid (or unstayed) judgments against Vistra Operations and, to the extent applicable, certain of its subsidiaries. Upon the existence of an event of default, the Vistra Operations Credit Agreement provides that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders.

Vistra Operations Commodity-Linked Revolving Credit Facility

As of June 30, 2026, Vistra Operations' commodity-linked revolving credit facility (Commodity-Linked Facility) totaled $1.75 billion of aggregate available commitments. We have the flexibility, subject to our ability to obtain additional commitments, to further increase the size of the Commodity-Linked Facility to $3.0 billion. In June 2026, Vistra Operations amended the Vistra Operations Commodity-Linked Credit Agreement to, among other things, release each guarantor from its guarantee and make certain amendments consistent with the amendments to the Vistra Operations Credit Agreement. As of June 30, 2026, the borrowing base of $1.452 billion is lower than the facility limit which represents the aggregate commitments of $1.75 billion.

Prior to the Credit Facility Collateral Release, obligations under the Commodity-Linked Facility were secured by liens on substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions which were set forth in the Vistra Operations Commodity-Linked Credit Agreement. The Vistra Operations Commodity-Linked Credit Agreement included collateral suspension provisions that were satisfied, and the liens were released in full on April 2026. The Vistra Operation Commodity-Linked Credit Agreement was amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Commodity-Linked Credit Agreement.
Under the Commodity-Linked Facility, the borrowing base is calculated on a weekly basis based on a set of theoretical transactions which approximate a portion of the hedge portfolio of Vistra Operations and certain of its subsidiaries in certain power markets, with availability thereunder not to exceed the aggregate available commitments nor be less than zero. Vistra Operations may, at its option, borrow an amount up to the borrowing base, as adjusted from time to time, provided that if outstanding borrowings at any time would exceed the borrowing base, Vistra Operations shall make a repayment to reduce outstanding borrowings to be less than or equal to the borrowing base. Vistra Operations intends to use any borrowings provided under the Commodity-Linked Facility to make cash postings as required under various commodity contracts to which Vistra Operations and its subsidiaries are parties as power prices increase from time to time and for other working capital and general corporate purposes.

Interest on the Commodity-Linked Facility is based on either Term SOFR or a daily simple SOFR rate plus (i) a spread that ranges from 1.25% to 2.00%, and (ii) sustainability pricing adjustments based on certain sustainability-linked targets and thresholds. The fee on any undrawn amounts with respect to the Commodity-Linked Facility ranges from 17.5 basis points to 35.0 basis points. As of June 30, 2026, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margin for borrowings outstanding under the Commodity-Linked Facility was 1.750% and the fee on any undrawn amounts with respect to the Commodity-Linked Facility was 27.5 basis points.

The Vistra Operations Commodity-Linked Credit Agreement provides for affirmative covenants, negative covenants and a springing financial covenant, in each case, substantially consistent with those contained in the Vistra Operations Credit Agreement.

BCOP Project-level Credit Facilities

In December 2024, BCOP and its subsidiaries entered into the BCOP Credit Agreement to finance the development of the Baldwin and Coffeen solar generation and battery ESS facilities and the Oak Hill and Pulaski solar generation facilities located in Illinois and Texas. The BCOP Credit Agreement provides for (i) bridge loan commitments of $367 million for the Oak Hill and Pulaski projects (the Bridge Loans) and (ii) construction and term loan commitments of $528 million (the Construction/Term Loan Facility), together with debt service reserve letter of credit commitments of $29 million (the Debt Service Reserve and, collectively with the Bridge Loans and the Construction/Term Loan Facility, the BCOP Credit Facility).

Interest on the Bridge Loans is payable in arrears at the applicable Term SOFR rate elected in the related borrowing notice plus a fixed margin of 1.625% per annum, and the weighted-average interest rate on outstanding Bridge Loan borrowings was 5.288% as of June 30, 2026. Repayment of the Bridge Loans is guaranteed by Vistra as the beneficiary of the underlying investment tax credits expected to be generated by the applicable projects. In January 2026, Vistra repaid the $106 million Oak Hill Bridge Loan at maturity. As of June 30, 2026, the outstanding Bridge Loan for the Pulaski solar generation facility totaled $261 million with scheduled maturity in December 2026.

The Construction/Term Loan Facility consists of (i) term loans supporting the Baldwin and Coffeen projects and (ii) construction loans used to fund the Oak Hill and Pulaski projects during their construction periods, which convert to term loans upon each project's achievement of commercial operation and satisfaction of the applicable term conversion conditions. As of June 30, 2026, construction loans outstanding for the Pulaski project totaled $297 million and mature in December 2026 and term loans outstanding for the Baldwin, Coffeen, and Oak Hill projects totaled $206 million and mature in December 2029. Letters of credit outstanding under the Debt Service Reserve facility supporting the term loans totaled $13 million.

Interest on construction and term loans under the Construction/Term Loan Facility is payable in arrears at the applicable Term SOFR rate elected in the borrowing notice plus a fixed margin of 1.875% per annum for construction loans and 2.000% per annum for term loans. The weighted-average interest rate on outstanding construction and term loan borrowings was 5.589% as of June 30, 2026. Beginning on the applicable term funding or term conversion date, the term loans amortize over a 20-year period, with principal and interest payments funded from the cash flows generated by the underlying projects. Fees on issued debt service reserve letters of credit accrue at 2.000% per annum and are payable in arrears. Commitment fees on undrawn loan commitments and unissued letter of credit commitments are payable quarterly in arrears at a fixed percentage of the applicable loan margin.

Obligations under the BCOP Credit Agreement are guaranteed by subsidiaries of BCOP and secured by substantially all of the assets of BCOP and its subsidiaries, including the equity interests in BCOP and subsidiaries of BCOP, but are otherwise non-recourse to Vistra Operations and its other subsidiaries.
Vistra Zero Project-level Credit Agreement

In March 2024, Vistra Zero Operating entered into the Vistra Zero Credit Agreement. The Vistra Zero Credit Agreement provides for a senior secured term loan (Term Loan B Facility) of $700 million, which Vistra Zero Operating borrowed in its entirety in March 2024. Net proceeds of $690 million were used (i) to pay issuance costs and (ii) for working capital and general corporate purposes.

Interest on the Term Loan B Facility is based on Term SOFR plus 2.00% per annum. Interest periods for Term SOFR loans are for one-, three-, or six-month periods with interest paid in arrears. The weighted-average interest rates before taking into consideration interest rate swaps on outstanding borrowings of $697 million was 5.644% as of June 30, 2026.

The Vistra Zero Credit Agreement contains customary covenants and representations and warranties which are generally consistent in scope with the Vistra Operations Credit Agreement (prior to the June 2026 Amendment), except that there is no financial maintenance covenant in the Vistra Zero Credit Agreement.

Obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operating and secured by substantially all of the assets of Vistra Zero Operating and its subsidiaries, including the equity interests in Vistra Zero Operating and subsidiaries of Vistra Zero Operating, but are otherwise non-recourse to Vistra Operations and its other subsidiaries.

Texas Energy Fund (TxEF) Loan

In June 2026, Permian Power entered into a $583 million loan agreement with the TxEF to finance the development of an 860 MW natural gas-fueled peaking plant in west Texas (TxEF Loan). The interest on the TxEF Loan is calculated at a fixed rate of 3.0% per annum. As of June 30, 2026, $172 million was outstanding under the agreement.

The TxEF loan is guaranteed by Permian Power and secured by substantially all of the assets of Permian Power, including the equity interests in Permian Power, but is otherwise non-recourse to Vistra Operations and its other subsidiaries.

Letter of Credit Facilities

Vistra Operations Letter of Credit Facilities

Between August 2020 and March 2026, we entered into uncommitted standby letter of credit facilities with various banks (each, a LOC Facility and collectively, the LOC Facilities). The LOC Facilities were previously secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranked pari passu with the Vistra Operations Credit Facilities), and such lien was released in connection with the Credit Facility Collateral Release. The LOC Facilities do not have stated expiration dates and are used for general corporate purposes. As of June 30, 2026, $1.759 billion of letters of credit were outstanding under the LOC Facilities.

Vistra Operations Unsecured Alternative Letter of Credit Facilities

In March 2024, we entered into unsecured alternative letter of credit facilities (Alternative LOC Facilities) to be used for general corporate purposes. In October 2025, the Alternative LOC Facilities were amended to increase the commitment cap from $500 million to a total of $800 million. As of June 30, 2026, the total capacity was $760 million and $736 million of letters of credit were outstanding under the Alternative LOC Facilities. In May 2026, the termination date applicable to the commitments under the Alternative LOC Facilities was extended from December 2028 to June 2031. There are no financial maintenance covenants in the Alternative LOC Facilities.
Financial Covenants

The Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement each include a covenant, solely with respect to the Revolving Credit Facility and the Commodity-Linked Facility and solely during a compliance period (which, in general, is applicable when the aggregate revolving borrowings and revolving letters of credit outstanding (excluding all undrawn revolving letters of credit and cash collateralized backstopped revolving letters of credit) exceed 35% of the revolving commitments), that requires the consolidated total net leverage ratio not to exceed 5.50 to 1.00. In addition, each of the LOC Facilities includes a covenant that requires the consolidated first-lien net leverage ratio not to exceed 4.25 to 1.00 (or, for certain facilities that include a collateral suspension mechanism, the consolidated total net leverage ratio not to exceed 5.50 to 1.00). As of June 30, 2026, we were in compliance with the Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and LOC Facilities financial covenants.

Energy Harbor Revenue Bonds

Various governmental entities in Ohio and Pennsylvania have issued multiple tranches of revenue bonds for the benefit of Energy Harbor Generation LLC (EHG) or Energy Harbor Nuclear Generation LLC (EHNG) (collectively, the EH entities), in an aggregate principal amount of $431 million. The relevant EH entity is obligated to provide contractual payments to the applicable issuer of the revenue bonds to service the principal and interest on the revenue bonds, the payment of which is indirectly secured by all or substantially all of the assets of the EH entities under various mortgage bonds issued by the EH entities. In the event of a default by the EH entities of their contractual obligation to pay principal and interest in respect of the revenue bonds, the trustee of the revenue bonds would be able to call the mortgage bonds due and, if unpaid, foreclose on the assets securing the mortgage bonds. The obligations of the EH entities in respect of the revenue bonds and related mortgage bonds are guaranteed on an unsecured basis by Energy Harbor and Vistra.

Vistra Operations Senior Notes

Vistra Operations issues and sells its senior unsecured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Unsecured Notes). The indentures governing the Senior Unsecured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) previously provided for the full and unconditional guarantee of the Senior Unsecured Notes by certain current and future subsidiaries of Vistra Operations for so long as they guarantee the Vistra Operations Credit Facilities (Guarantor Subsidiaries). Immediately following the release of the guarantees under the Vistra Operations Credit Facilities in connection with the June 2026 amendments to the Vistra Operations Credit Facilities, the guarantees of the Senior Secured Notes by the Guarantor Subsidiaries were automatically released in accordance with the terms of the Vistra Operations Senior Unsecured Indentures. The Vistra Operations Senior Unsecured Indentures contain customary covenants and restrictions, including, among others, limitations on the ability of Vistra Operations and its subsidiaries to incur certain liens, merge or consolidate, and sell all or substantially all of their assets.

Vistra Operations also issued and sold senior secured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Secured Notes). The indenture governing the Senior Secured Notes (as amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) previously provided for the full and unconditional guarantee by the Guarantor Subsidiaries for so long as they guarantee the Vistra Operations Credit Facilities. Immediately following the release of the guarantees under the Vistra Operations Credit Facilities in connection with the June 2026 amendments to the Vistra Operations Credit Facilities, the guarantees of the Senior Secured Notes by the Guarantor Subsidiaries were automatically released in accordance with the terms of the Vistra Operations Senior Secured Indenture. The Senior Secured Notes were secured by a first-priority security interest in substantially the same collateral pledged to secure the obligations under the Vistra Operations Credit Facilities and contained covenants and other provisions generally consistent with those credit facilities.

The Indenture Collateral Release represents the elimination of the collateral and related lien provisions under the Vistra Operations Senior Secured Indenture only and did not modify, refinance, extinguish, or otherwise change the outstanding principal amount, maturity, interest rates, or other material terms of the Senior Secured Notes. Following the Indenture Collateral Release, the Senior Secured Notes are effectively unsecured and rank pari passu with the Senior Unsecured Notes.
2026 Vistra Operations Senior Notes Issuances and Redemptions

In January 2026, Vistra Operations issued $2.25 billion aggregate principal amount of senior secured notes, consisting of $1.0 billion aggregate principal amount of 4.700% senior secured notes due 2031 and $1.250 billion aggregate principal amount of 5.350% senior secured notes due 2036 in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on January 31 and July 31 beginning July 31, 2026. Net proceeds totaling approximately $2.230 billion, together with cash on hand, were or will be used (i) to fund a portion of the consideration for the Cogentrix Transaction (see Note 2 for additional information), (ii) for general corporate purposes, including to repay existing indebtedness, and (iii) to pay fees and expenses related to the offering.

In April 2026, Vistra Operations issued $4.0 billion aggregate principal amount of senior unsecured notes, consisting of $500 million aggregate principal amount of 4.550% senior unsecured notes due 2028, $1.0 billion aggregate principal amount of 5.000% senior unsecured notes due 2031, $1.0 billion aggregate principal amount of 5.250% senior unsecured notes due 2033, and $1.5 billion aggregate principal amount of 5.550% senior unsecured notes due 2036 in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on April 30 and October 30 beginning October 30, 2026. Net proceeds totaling approximately $3.968 billion were used to repay or redeem existing indebtedness, including the Company's 5.625% Senior Notes due 2027 and the Term Loan B-3 Facility, and to pay fees and expenses related to the offering. Excess net proceeds will be used for general corporate purposes.

In connection with the April 2026 issuance of senior unsecured notes, Vistra and Vistra Operations entered into a registration rights agreement with the initial purchasers pursuant to which Vistra Operations agreed to use commercially reasonable efforts to cause to be filed within a specified period of time (i) a registration statement on an appropriate registration form with the SEC with respect to a registered offer by Vistra Operations to exchange each series of the notes and the subsidiary guarantees for new registered notes (Exchange Notes) containing terms substantially similar to the notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate upon a registration default and are expected to be irrevocably and unconditionally guaranteed on a senior unsecured basis by Vistra) or, (ii) under specified circumstances, a shelf registration with respect to resales of each series of the notes and the related guarantees.

Accounts Receivable Financing

Accounts Receivable Securitization Program

TXU Energy Receivables Company LLC (RecCo), an indirect subsidiary of Vistra, has an accounts receivable financing facility (Receivables Facility) provided by issuers of asset-backed commercial paper and commercial banks (Purchasers). In July 2026, the Receivables Facility was amended to extend the term of the Receivables Facility to July 2027 while increasing the purchase limit from $1.1 billion to $1.25 billion.

In connection with the Receivables Facility, TXU Energy, Dynegy Energy Services, Dynegy Energy Services Mid-Atlantic, LLC, Ambit Texas, Value Based Brands, Energy Harbor LLC and TriEagle Energy, each an indirect subsidiary of Vistra and an originator under the Receivables Facility (Originators), each sell and/or contribute, subject to certain exclusions, all of its receivables (other than any receivables excluded pursuant to the terms of the Receivables Facility), arising from the sale of electricity to its customers and related rights (Receivables), to RecCo, a consolidated, wholly owned, bankruptcy-remote, direct subsidiary of TXU Energy. RecCo, in turn, is subject to certain conditions, and may draw under the Receivables Facility up to the limit described above to fund its acquisition of the Receivables from the Originators. RecCo has granted a security interest on the Receivables and all related assets for the benefit of the Purchasers under the Receivables Facility and Vistra Operations has agreed to guarantee the performance of the obligations of the Originators and TXU Energy, as the servicer, under the agreements governing the Receivables Facility. Amounts funded by the Purchasers to RecCo are reflected as accounts receivables financing in the condensed consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the condensed consolidated statements of cash flows. Receivables transferred to the Purchasers remain on Vistra's balance sheet and Vistra reflects a liability equal to the amount advanced by the Purchasers. The Company records interest expense on amounts advanced. TXU Energy continues to service, administer and collect the Receivables on behalf of RecCo and the Purchasers, as applicable.

As of June 30, 2026, outstanding borrowings under the Receivables Facility totaled $300 million and were supported by $1.609 billion of RecCo gross receivables. As of December 31, 2025, outstanding borrowings under the Receivables Facility totaled $1.1 billion.
Repurchase Facility

TXU Energy and the other Originators under the Receivables Facility have a repurchase facility (Repurchase Facility) that is provided on an uncommitted basis by a commercial bank as buyer (Buyer). In July 2026, the Repurchase Facility was renewed until July 2027 while maintaining the facility size of $125 million. The Repurchase Facility is collateralized by a subordinated note (Subordinated Note) issued by RecCo in favor of TXU Energy for the benefit of the Originators under the Receivables Facility and represents a portion of the outstanding balance of the purchase price paid for the Receivables sold by the Originators to RecCo under the Receivables Facility. Under the Repurchase Facility, TXU Energy may request that Buyer transfer funds to TXU Energy in exchange for a transfer of the Subordinated Note, with a simultaneous agreement by TXU Energy to transfer funds to Buyer at a date certain or on demand in exchange for the return of the Subordinated Note (collectively, the Repo Transaction). Each Repo Transaction is expected to have a term of one month, unless terminated earlier on demand by TXU Energy or terminated by Buyer after an event of default.

TXU Energy and the other Originators have each granted Buyer a first-priority security interest in the Subordinated Note to secure its obligations under the agreements governing the Repurchase Facility, and Vistra Operations has agreed to guarantee the obligations under the agreements governing the Repurchase Facility. Unless earlier terminated under the agreements governing the Repurchase Facility, the Repurchase Facility will terminate concurrently with the scheduled termination of the Receivables Facility.

As of June 30, 2026, there were no outstanding borrowings under the Repurchase Facility. Outstanding borrowings were $125 million under the Repurchase Facility as of December 31, 2025.

Forward Repurchase Obligation

On September 18, 2024, Vistra Operations and Vistra Vision Holdings I LLC, an indirect wholly owned subsidiary of Vistra Operations (Vistra Vision Holdings), entered into separate Unit Purchase Agreements (the UPAs) with Nuveen Asset Management, LLC (Nuveen) and Avenue Capital Management II, L.P. (Avenue), pursuant to which Vistra Vision Holdings agreed to purchase each of Nuveen's and Avenue's combined 15% noncontrolling interest in Vistra Vision for approximately $3.2 billion in cash. The UPAs were amended prior to close to accelerate principal payments to Avenue and certain Nuveen noncontrolling interest holders. In accordance with the amended UPAs, on December 31, 2024, Vistra closed the acquisition of the Vistra Vision minority interest from Avenue and Nuveen. Vistra paid Avenue for the purchase of their minority interest in Vistra Vision in full upon closing and paid Nuveen an initial payment at closing, with the remaining payments to Nuveen to be paid in multiple installments through December 31, 2026. Vistra Vision Holdings' remaining future payments to Nuveen are guaranteed by Vistra Operations and certain of its subsidiaries that guarantee Vistra Operations' unsecured notes. In June 2026, Vistra made scheduled installment payments to reduce the forward repurchase obligation by $38 million, including $19 million of principal and $19 million of interest. A final principal and interest payment totaling $631 million is due to Nuveen on December 31, 2026.

The present value of the remaining payment obligations to Nuveen discounted at 6% totaled $613 million and $632 million at June 30, 2026 and December 31, 2025, respectively, and is included in forward repurchase obligation due currently in the condensed consolidated balance sheets.

Interest Expense and Related Charges
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in millions)
Interest expense$272 $275 $557 $547 
Unrealized mark-to-market net (gains) losses on interest rate swaps26 (7)74 
Amortization of debt issuance costs, discounts, and premiums12 11 21 22 
Debt extinguishment loss35 — 35 — 
Capitalized interest(40)(27)(82)(56)
Other24 18 51 35 
Total interest expense and related charges$312 $303 $575 $622 
The weighted-average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps in effect at the time, was 5.22% as of June 30, 2025.