Every material Form 8-K Vistra has filed with the SEC since August 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Vistra Corp. reported third quarter 2026 net income of $1,140 million and ongoing operations adjusted EBITDA of $2,378 million, representing more than 50% growth year over year. The company raised and narrowed its full-year 2026 guidance, initiated 2027 guidance ranges, and authorized an additional $1.5 billion for share repurchases. Shareholders also saw the completed acquisition of Cogentrix Energy and the commencement of new solar operations.
GAAP third quarter 2026 Net Income reached $1,140 million, up from $652 million in the third quarter of 2025.
Ongoing Operations Adjusted EBITDA grew over 50% year over year to $2,378 million for the quarter.
Board of Directors authorized an additional $1.5 billion of share repurchases, expected to be used by year-end 2028.
2026 Ongoing Operations Adjusted EBITDA guidance range was narrowed and raised to $7.1 billion to $7.5 billion.
Vistra Corp. has completed its acquisition of Q-Generation Holdings, LLC, adding 10 natural gas generation facilities representing approximately 5,500 megawatts of capacity. The transaction consideration included approximately $2.2 billion in cash and 5,000,000 shares of Vistra common stock, alongside the assumption and planned repayment of approximately $1.7 billion of acquired indebtedness.
Completed the acquisition of Q-Generation Holdings, LLC on October 30, 2026, adding approximately 5,500 megawatts of natural gas capacity across 10 facilities.
Consideration included approximately $2.2 billion in cash (net of adjustments) and 5,000,000 shares of Vistra common stock valued at $185 per share.
Assumed approximately $1.7 billion of indebtedness, which Vistra expects to repay in full on or about November 5, 2026.
Vistra Operations Company LLC, a wholly owned subsidiary of Vistra Corp., amended its commodity-linked credit agreement effective September 30, 2026. The amendment extends the revolving credit maturity date by one year and aligns other terms with the subsidiary's corporate credit agreement. The filing does not disclose the size of the facility or any change in borrowing amounts, so the effect on shareholders appears administrative.
Revolving Credit Maturity Date extended from September 30, 2026 to September 29, 2027
Amendment signed September 30, 2026 with Citibank, N.A. as administrative agent
Other amendments made to conform with the Borrower's Corporate Credit Agreement
Vistra Operations Company LLC, a wholly owned subsidiary of Vistra Corp., completed an underwritten public offering of $850 million of 7.000% Series A junior subordinated notes and $650 million of 7.250% Series B junior subordinated notes, both due 2057 and guaranteed by Vistra Corp. The filing describes a debt issuance rather than an earnings or operating update, so it does not report changes to revenue, profit or guidance.
Series A: $850 million principal at 7.000%, due 2057
Series B: $650 million principal at 7.250%, due 2057
Notes irrevocably and unconditionally guaranteed by Vistra Corp.; indenture with Wilmington Trust, National Association, as trustee, dated September 24, 2026
Sold under an underwriting agreement dated September 10, 2026 with Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc. as representatives
Vistra reported second quarter 2026 results on August 7, 2026. Ongoing Operations Adjusted EBITDA rose to $1,767 million from $1,349 million a year earlier, while GAAP net income fell to $305 million from $327 million and operating revenues fell to $4,017 million from $4,250 million. The company reaffirmed its 2026 Ongoing Operations Adjusted EBITDA guidance of $6.8 billion to $7.6 billion.
Q2 2026 operating revenues were $4,017 million, down from $4,250 million in Q2 2025.
Net income was $305 million, including an unrealized hedge loss of $472 million on positions expected to settle in future years.
2026 Ongoing Operations Adjusted EBITDA guidance of $6.8 billion to $7.6 billion was reaffirmed.
Vistra announced Helix Digital Infrastructure with KKR, KIA, and NVIDIA, with an initial Vistra commitment of up to $1.0 billion.
Vistra Corp. subsidiaries amended a receivables securitization facility, raising the committed purchasers' commitment from $1.1 billion to $1.25 billion and extending its term to July 9, 2027. A separate repurchase facility with MUFG Bank was also extended to July 9, 2027. The filing describes working capital financing arrangements, not earnings or a change in operations.
Receivables Purchase Agreement commitment increased from $1.1 billion to $1.25 billion
Receivables Purchase Agreement term extended to July 9, 2027
MUFG Bank repurchase facility master framework agreement term extended to July 9, 2027
Amendments signed July 10, 2026 and reported in an 8-K dated July 16, 2026
Vistra Operations, an indirect subsidiary of Vistra Corp., amended its main credit agreement on June 24, 2026, raising aggregate revolving credit commitments from $3.44 billion to $5.50 billion. The amendments also release guarantors from related guarantees, remove collateral reinstatement requirements, and amend or remove certain covenants, and a separate commodity-linked credit agreement was amended to release guarantors. The filing does not state financial results or a reason for the changes, but it expands the company's available revolving borrowing capacity.
Revolving credit commitments increased from $3.44 billion to $5.50 billion under the Credit Agreement Amendment, effective June 24, 2026
Each guarantor released from its guarantee related to revolving loans, commitments, letters of credit and secured cash management agreements
Commodity-Linked Credit Agreement amended to release each guarantor, effective June 24, 2026
Citibank, N.A. serves as Administrative and Collateral Agent under both agreements
Vistra reported first-quarter 2026 GAAP net income of $1,029 million, compared with a net loss of $268 million a year earlier, and Ongoing Operations Adjusted EBITDA of $1,494 million, up from $1,240 million. The net income figure includes a $723 million unrealized gain from hedges expected to settle in future years, while Retail Adjusted EBITDA fell to $68 million from $184 million amid mild weather. The company reaffirmed its 2026 Adjusted EBITDA and Adjusted FCFbG guidance ranges, so shareholders see no change to full-year targets.
GAAP net income of $1,029 million in Q1 2026, versus a net loss of $268 million in Q1 2025; includes a $723 million unrealized hedge gain
Ongoing Operations Adjusted EBITDA of $1,494 million, up $254 million year over year; Texas $586 million, East $801 million, Retail $68 million
2026 guidance reaffirmed: Adjusted EBITDA of $6.8 billion to $7.6 billion and Adjusted FCFbG of $3.925 billion to $4.725 billion, excluding the pending Cogentrix acquisition and Meta agreements
Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra Corp., completed a $4.0 billion private offering of senior notes on April 22, 2026, receiving about $3.97 billion in net proceeds. The company said it will use the proceeds, with cash on hand, to pay or redeem existing debt, including its Senior Notes due February 2027 and Term Loan B-3 Facility, and for general corporate purposes.
Four series of notes totaling $4.0 billion, with coupons from 4.550% (2028) to 5.550% (2036)
Net proceeds of about $3.97 billion after fees and expenses, including initial purchaser commissions and original issue discount
Proceeds to refinance existing debt, including Senior Notes due February 2027 and Term Loan B-3 Facility
Interest payable April 30 and October 30, starting October 30, 2026; maturities run from October 30, 2028 to April 30, 2036
Vistra reported fourth-quarter and full-year 2025 results and issued 2026 guidance. Full-year GAAP net income fell $1,868 million to $944 million, mainly due to an $808 million unrealized pre-tax hedge loss, while Ongoing Operations Adjusted EBITDA rose $269 million to $5,912 million. Shareholders face a mixed picture: operating earnings measures improved for the year, but reported profit declined sharply and fourth-quarter results were lower than a year earlier.
Full-year 2025 net income was $944 million versus $2,812 million in 2024, including an $808 million unrealized pre-tax hedge loss.
Full-year 2025 Ongoing Operations Adjusted EBITDA was $5,912 million, up from $5,643 million, and about $112 million above the midpoint of the original guidance range.
Fourth-quarter 2025 net income was $233 million versus $490 million, and Adjusted EBITDA was $1,742 million versus $1,983 million.
2026 guidance: Ongoing Operations Adjusted EBITDA of $6.8 billion to $7.6 billion and Adjusted FCFbG of $3.925 billion to $4.725 billion, excluding any impact from the Cogentrix assets.
Vistra Operations, a wholly owned subsidiary of Vistra Corp., completed a $2.250 billion private offering of senior secured notes on January 22, 2026, and received about $2.225 billion in net proceeds. The company plans to use the proceeds, together with cash on hand, partly to fund its previously announced acquisition of Cogentrix Energy, with the rest for general corporate purposes, including debt repayment. The offering adds debt to Vistra's balance sheet, but the filing does not report earnings or guidance changes.
Offering totaled $2.250 billion: $1.0 billion of 4.700% notes due January 31, 2031, and $1.250 billion of 5.350% notes due January 31, 2036
Net proceeds were about $2.225 billion after fees, expenses and original issue discount
Proceeds are earmarked partly for the Cogentrix Energy acquisition and partly for general corporate purposes, including debt repayment
Notes are secured by a first-priority interest in collateral shared with Credit Agreement lenders and are released if the company earns investment grade ratings from two of three agencies
On December 31, 2025, Vistra agreed to buy Cogentrix Energy's roughly 5,500 MW of natural gas generation, with a net purchase price of about $4.0 billion. Consideration includes about $2.3 billion in cash, 5,000,000 new Vistra common shares valued at $185 per share, and assumption of about $1.5 billion of Cogentrix debt. The company expects the deal to close in mid-to-late 2026, subject to regulatory approvals, and the 5 million shares would be issued to the seller.
Cash consideration of about $2.3 billion plus 5,000,000 Vistra shares at $185 per share (about $0.9 billion), with a net purchase price of about $4.0 billion
Portfolio of 10 facilities totaling about 5,500 MW; closing expected mid-to-late 2026, subject to FERC, Hart-Scott-Rodino and state approvals
Vistra expects mid-single-digit Ongoing Operations AFCFbG per share accretion in 2027, a management projection
Reverse termination fees of $77,839,364 (Purchase Agreement) and $72,160,636 (Merger Agreement); Termination Date is after December 31, 2026, subject to extensions
Vistra reported third quarter 2025 GAAP net income of $652 million, down $1.185 billion from a year earlier, mainly due to lower unrealized mark-to-market gains, while Ongoing Operations Adjusted EBITDA rose 10% to $1.581 billion. The company narrowed its 2025 Adjusted EBITDA guidance to $5.7 billion to $5.9 billion and initiated 2026 Adjusted EBITDA guidance of $6.8 billion to $7.6 billion, and its board added $1.0 billion to its share repurchase authorization.
Q3 2025 operating revenues were $4,971 million, down from $6,288 million in Q3 2024.
Q3 2025 Ongoing Operations Adjusted EBITDA was $1,581 million, up $143 million from $1,438 million, driven by higher realized energy and capacity prices and nuclear PTC revenue.
2025 Adjusted EBITDA guidance narrowed to $5.7 billion to $5.9 billion; 2026 guidance initiated at $6.8 billion to $7.6 billion.
Board authorized an additional $1.0 billion of share repurchases, expected to be used by year-end 2027.
Vistra said its subsidiary completed the acquisition of seven natural gas generation facilities on October 22, 2025, under a purchase agreement dated May 15, 2025. The company's press release describes the assets as about 2,600 megawatts of capacity bought from Lotus Infrastructure Partners, with a base price of $1.9 billion before customary adjustments. The filing does not report earnings or guidance effects, so the deal's effect on shareholders depends on how the added capacity performs.
Closing completed October 22, 2025, after receiving all required regulatory approvals.
Base purchase price of $1.9 billion, subject to customary adjustments; funded with cash and assumption of a senior secured credit facility with an existing term loan of about $800 million principal outstanding.
Seven natural gas plants totaling about 2,600 MW in PJM, New England, New York and California.
Vistra Operations Company, an indirect subsidiary of Vistra Corp., completed a private offering of $2 billion in senior secured notes on October 10, 2025, receiving approximately $1.979 billion in net proceeds. The company says the proceeds, along with cash on hand, will support refinancing, general corporate purposes (which could include part of the Lotus Infrastructure Partners acquisition) and offering fees, and the notes are secured by a first-priority interest in collateral that includes the Issuer's stock.
Notes issued: $750 million at 4.300% due October 15, 2028; $500 million at 4.600% due October 15, 2030; $750 million at 5.250% due October 15, 2035.
Approximately $1.979 billion in net proceeds, to be used for refinancing, general corporate purposes and fees, with a possible portion funding the Lotus acquisition.
Collateral securing the notes will be released if two of three rating agencies assign an investment grade rating to the issuer's senior unsecured long-term debt.
Interest is payable April 15 and October 15 each year, beginning April 15, 2026.
Vistra Operations Company, an indirect subsidiary of Vistra Corp., amended its commodity linked credit agreement effective October 1, 2025. The amendment extends the revolving credit maturity date from October 1, 2025 to September 30, 2026 and modifies the calculation of the Borrowing Base. The filing gives no dollar amount for the facility, so its size and cost are not disclosed here.
Credit Agreement Amendment effective October 1, 2025, with Citibank, N.A. as administrative and collateral agent
Revolving Credit Maturity Date extended from October 1, 2025 to September 30, 2026
Borrowing Base calculation and related definitions modified, along with conforming changes
Full amendment to be filed with the Company's next periodic report; filing lists it as Exhibit 10.1
Vistra reported second-quarter 2025 operating revenues of $4,250 million, up from $3,845 million a year earlier, but GAAP net income fell to $327 million from $467 million and Ongoing Operations Adjusted EBITDA fell to $1,349 million from $1,412 million, which the company attributed mainly to higher plant outage costs. Vistra reaffirmed its 2025 Ongoing Operations Adjusted EBITDA guidance of $5.5 billion to $6.1 billion and raised its 2026 Adjusted EBITDA midpoint opportunity to more than $6.8 billion, excluding a planned acquisition of seven natural gas facilities of about 2,600 MW from Lotus Infrastructure Partners.
Q2 2025 GAAP net income was $327 million, down $140 million from $467 million in Q2 2024.
Ongoing Operations Adjusted EBITDA was $1,349 million, down $63 million from $1,412 million a year earlier.
2025 Ongoing Operations Adjusted EBITDA guidance of $5.5 billion to $6.1 billion was reaffirmed.
Vistra signed a definitive agreement to acquire seven natural gas facilities of about 2,600 MW from Lotus Infrastructure Partners.
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