Vistra (VST) Q4 2025 Earnings Call Transcript

Date

Thursday, Feb. 26, 2026 at 10 a.m. ET

Call participants

• President and Chief Executive Officer — Jim Burke
• Executive Vice President and Chief Financial Officer — Kristopher E. Moldovan
• Vice President, Investor Relations — Eric Lysik
• President, Vistra Zero and Chief Legal Officer — Stacey Dore

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Takeaways

• Adjusted EBITDA -- $5.91 billion for the full year, with $4.29 billion from Generation and $1.62 billion from Retail, both well above original guidance midpoints.
• Adjusted free cash flow before growth -- $3.6 billion for 2025, exceeding the original forecast midpoint.
• Generation portfolio expansion -- Lotus Infrastructure Partners acquisition added 2,600 megawatts of gas generation in key competitive regions; agreement to acquire Cogentrix Energy introduces 5,500 megawatts of modern gas generation capacity, including two post-2016 plants with heat rates below 7,000 BTU/kWh.
• Nuclear power purchase agreements (PPAs) -- Approximately 3.8 GW contracted under long-term PPAs, including 1,200 megawatts over 20 years with Amazon Web Services at Comanche Peak and 2,176 megawatts plus 433 megawatts of upgrades with Meta across PJM nuclear plants.
• Full-year U.S. power consumption -- National electricity demand reached 4,200 terawatt-hours, reflecting 2.5% year-over-year growth.
• ERCOT peak load outlook -- Anticipated 3%-5% annual peak load growth through 2030, with PJM projected to see low single-digit growth annually.
• Cogentrix transaction economics -- $730 per kilowatt net of tax benefits; expected to deliver mid-single-digit adjusted free cash flow per share accretion in 2027 and high-single-digit accretion on average over the 2027 to 2029 period.
• Nuclear upgrade capital -- Most capital for PJM nuclear upgrades will be deployed after 2028.
• Earnings profile shift -- Nearly half of total adjusted EBITDA is expected to originate from stable earnings sources, given current signed contracts and retail contributions.
• Share repurchases -- 167 million shares retired since November 2021 at an average cost below $36 per share, totaling over $20 billion of value delivered; $1.8 billion authorized for future repurchases.
• Projected cash generation -- More than $10 billion in available cash through year-end 2027 after allocating $3 billion to shareholders and $4 billion to growth investments.
• Net leverage target -- Net debt to adjusted EBITDA targeted at approximately 2.3x by year-end 2027.
• Adjusted free cash flow before growth per share -- Projected to exceed $12.50 in 2026 and rise to about $16 by 2027 assuming announced transactions and share repurchases are executed as described.
• Data center demand insights -- Hyperscaler capital spending is expected to exceed $700 billion in 2026, implying roughly 50% year-over-year growth and supporting load growth expectations.
• Nuclear capacity contracting potential -- The company sees up to 3.2 GW of incremental nuclear contracting potential at Beaver Valley and Comanche Peak, including around 200 megawatts in potential Comanche Peak upgrades.

Summary

Vistra (NYSE:VST) reported record operational and financial performance, attributed to integrated execution across its generation and retail businesses. Management emphasized that expanded long-term contracts—including landmark nuclear PPAs with Amazon and Meta—will produce a substantial and durable shift toward stable, contracted revenue, improving earnings visibility and credit quality. Strategic moves to acquire Lotus and announce the Cogentrix acquisition materially expand dispatchable gas generation capacity in core competitive markets. The call highlighted an industry environment characterized by accelerating structural demand growth, underpinned by current and projected data center investment, with the company confirming ongoing conversations with hyperscalers across a spectrum of contracting structures. Capital allocation remains balanced between growth investments, continued share repurchases, and maintenance of investment-grade leverage metrics as cash flow accelerates beyond 2027.

• Stacey Dore stated, "at the end of the day, the continuing clarity and transparency around some of these upcoming rule changes will facilitate getting a deal done at Beaver Valley and possibly other colocation deals in PJM, and we continue to see a very high level of interest in Beaver Valley, in particular."
• Kristopher E. Moldovan noted flexibility to allocate over $3 billion in surplus capital by 2027 and reinforced the commitment to a balanced approach spanning share repurchases, balance sheet maintenance, and disciplined growth.
• Management clarified that while contract economics for recent Meta and Cogentrix transactions could add $700 million-$750 million in annual opportunity, formal guidance will be updated after the Cogentrix transaction closes.
• Vistra projects the roll-off of out-of-the-money hedges and further contracted nuclear upgrades to meaningfully increase future free cash flow per share above current guidance levels post-2027.

Industry glossary

• ERCOT: Electric Reliability Council of Texas — the independent system operator for the Texas electricity grid.
• PJM: PJM Interconnection — a regional transmission organization operating the electric grid in parts of the Mid-Atlantic and Midwest U.S.
• PPAs: Power purchase agreements — long-term contracts to buy electricity output from specific generation assets at agreed pricing and terms.
• Cogentrix: Refers to Cogentrix Energy, the company whose pending acquisition will add 5,500 megawatts to Vistra's generation portfolio.
• Uprates: Upgrades that increase the output capacity of a power plant beyond its originally designed rating, often applied to nuclear facilities.
• TEP: Transmission Enhancement Program — policy referencing grid investment or project approval procedures, particularly in ERCOT.
• 10b5-1 plan: A prearranged trading plan under SEC Rule 10b5-1, allowing companies to repurchase shares at predetermined times and criteria, regardless of material nonpublic information possession.
• Reliability backstop auction (RBA): Proposed PJM auction mechanism to ensure sufficient reserve generation capacity for reliability objectives.
• Colocation: Hosting of energy-intensive facilities (e.g., data centers) at or near power generation plants to facilitate direct sourcing and/or transmission efficiencies.
• Hyperscaler: A company operating massive-scale data centers, typically in cloud computing, such as Amazon Web Services, Meta, or Microsoft.

Full Conference Call Transcript

Operator: Good day, and welcome to Vistra Corp.'s fourth quarter 2025 earnings conference call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. And to withdraw your question, please press star then 2. Please also note, today's event is being recorded. I would now like to turn the conference over to Eric Lysik, Vice President, Investor Relations. Please go ahead.

Eric Lysik: Good morning, and thank you for joining Vistra Corp.'s investor webcast discussing our fourth quarter and full year 2025 results. Our discussion today is being broadcast live from the Investor Relations section of our website investors.vistracorp.com. There, you can also find copies of today's investor presentation and earnings release. Providing our prepared remarks today are Jim Burke, Vistra Corp.'s President and Chief Executive Officer, and Kristopher E. Moldovan, Vistra Corp.'s Executive Vice President and Chief Financial Officer. Other senior Vistra Corp. executives will be available to address questions during the second part of today's call, as necessary. Our earnings release, presentation, and other matters discussed on the call today include references to certain non-GAAP financial measures.

All references to adjusted EBITDA and adjusted free cash flow before growth throughout this presentation refer to ongoing operations adjusted EBITDA and ongoing operations free cash flow before growth. Reconciliations to the most directly comparable GAAP measures are provided in the earnings release and in the appendix in the investor presentation available in the Investor Relations section of Vistra Corp.'s website. Also, today's discussion contains forward-looking statements, which are based on assumptions we believe to be reasonable only as of today's date. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected or implied. We assume no obligation to update our forward-looking statements.

I encourage all listeners to review the Safe Harbor statements included on Slide 2 of the investor presentation on our website that explains the risks of forward-looking statements, limitations of certain industry and market data included in the presentation, and the use of non-GAAP financial measures. I will now turn the call over to our President and CEO, Jim Burke.

Jim Burke: Thank you, Eric, and good morning, everyone. Thank you for joining us to discuss Vistra Corp.'s fourth quarter and full year 2025 results. 2025 was a transformational year for Vistra Corp. We made a number of moves that I believe underscore the value of our integrated model. We executed strategic asset acquisitions and entered into long-term power purchase agreements, accomplishments that were made possible by close collaboration across the company, including development, operations, and commercial as well as our retail and functional teams. This tightly coordinated execution is a direct result of the focus and discipline of our people and reflects the one-team culture that drives our strong performance at Vistra Corp.

These accomplishments demonstrate our ability to deliver industry-leading power solutions to our customers, execute complex transactions, and deliver day-to-day operational excellence, all while driving significant value for our shareholders. We remain confident in the ever-increasing customer demand for power, enthusiastic about the growth opportunities that load growth presents for Vistra Corp., and eager to continue to partner with our customers to realize those opportunities and serve their needs. We look forward to building on this momentum as we move through 2026 and beyond. Turning to Slide 5, our integrated business model once again demonstrated value and effectiveness as we delivered another year of record financial performance.

For the full year, we achieved approximately $5,900,000,000 of adjusted EBITDA and approximately $3,600,000,000 of adjusted free cash flow before growth, both meaningfully above the midpoint of our original guidance ranges. These results reflect consistent operational performance from our generation, commercial, and retail teams. The importance of operating assets safely and reliably was underscored during Winter Storm Fern in January. During the nine-day event, where we saw a significant cold front impact most of the U.S., including temperatures below zero in West Texas and the Northeast, the team and the generation fleet delivered very strong performance. Our team not only operated safely during difficult weather conditions, but also ran our assets extremely well during the event.

This, coupled with our commercial risk management approach, enabled us to serve our millions of retail customers and deliver a positive financial outcome despite the high volatility of both gas and power prices. Moving to growth, we took meaningful steps during the year to expand and strengthen our generation portfolio. In October, we closed the acquisition of seven modern natural gas generation facilities totaling approximately 2,600 megawatts from Lotus Infrastructure Partners. This transaction added highly efficient, dispatchable assets across key competitive regions including PJM, New England, New York, and California. Winter Storm Fern was our first weather experience with these new assets, and we were pleased with their performance and with the value they added to our overall fleet.

Building on the Lotus transaction, we recently announced our agreement to acquire Cogentrix Energy, which includes 10 modern natural gas generation facilities totaling approximately 5,500 megawatts of capacity, including two plants, Patriot and Hamilton Liberty, that were completed in 2016 with heat rates well below 7,000. Together with the Lotus acquisition, these assets will further diversify our fleet, improve our geographic balance, and significantly strengthen our ability to meet the growing demand for dispatchable generation across the country. Owning and operating high-quality dispatchable generation in competitive markets is core to our strategy. We believe strategic acquisitions and asset integrations are one of our core capabilities that continue to deliver value to our shareholders.

We also made significant progress contracting long-term nuclear capacity, enhancing the amount and durability of our cash flows. We have now contracted approximately 3.8 gigawatts of nuclear capacity under multiple power purchase agreements, including a 20-year agreement with Amazon Web Services for 1,200 megawatts at our Comanche Peak nuclear power plant in Texas and 20-year agreements with Meta covering 2,176 megawatts of operating capacity, and an additional 433 megawatts of upgrades at our PJM nuclear plants, the largest nuclear upgrade supported by a corporate customer in the United States. We are excited to partner with these world-class companies to be able to continue to provide reliable, zero-carbon electricity decades into the future.

Overall, these and other actions taken in 2025 continue to strengthen Vistra Corp.'s ability to reliably and affordably support the nation's growing power needs.

Jim Burke: Turning to Slide 6. For the eighth consecutive quarter, we continue to see a structurally improved demand environment that supports our long-term outlook. U.S. electricity consumption reached an all-time peak of approximately 4,200 terawatt-hours during 2025, up about 2.5% versus 2024. We expect calendar years 2026 and 2027 to continue to show growth, which would mark the first four-year period of sustained growth since the four-year period ending 2007. Demand growth no longer appears to be episodic, but increasingly durable, a dynamic with important implications for the power sector.

While the near-term outlook remains strong, we continue to believe the impact of data centers on tightening supply-demand dynamics will not meaningfully begin until late 2027 or early 2028 given most build schedules and interconnect timing. This is something we have been consistently messaging for some time. Load growth is real and significant, but it is likely not at the extremely elevated levels in the rapid time frame that has been forecasted by many third parties. The fact that we see the load growth coming more slowly than some forecast does not dampen our enthusiasm for the tremendous opportunities in front of us. In fact, we view a measured pace of growth as a positive.

It naturally takes some time for supply and demand to go from concept to reality. We believe our company and the markets in which we operate can meet the moment. Our primary regions continue to outperform. We maintain our view that annual peak load growth of at least 3% to 5% in ERCOT and low single-digit growth in PJM is achievable through 2030. Importantly, we expect overall load growth to outpace peak demand, resulting in higher expected utilization across the system rather than short-duration peaks alone, implying the economics of existing generation assets will improve on a sustained basis. Data center development remains robust.

We believe key markets such as PJM and ERCOT will continue to attract a disproportionate share of new load growth. While not every announced project will ultimately be built, even applying conservative assumptions, the level of activity supports the load growth outlook that we have discussed. Recent commentary from hyperscale customers reinforces this view. They continue to emphasize expanding investment in AI and digital infrastructure. Capital spending by the hyperscalers continues to rise to record levels and is expected to eclipse $700,000,000,000 in 2026, equivalent to roughly 50% year-over-year growth. This level of investment is notable and provides further support for sustained load growth. Demand growth creates meaningful opportunity for Vistra Corp.

Following the closing of Cogentrix, our large, modern fleet of combined-cycle gas generation assets will total 26 gigawatts of capacity. Importantly, our fleet currently operates at a utilization rate of approximately 60%, and we continue to believe higher energy demand should drive materially higher utilization of existing assets over time, providing a practical and cost-effective way to meet load growth. Taken together, these trends underscore a demand environment that is structurally stronger than prior cycles, and Vistra Corp. is well positioned to meet growing electricity needs in our core markets.

Jim Burke: Moving to Slide 7, the Cogentrix acquisition represents the second opportunistic expansion of our generation footprint over the last 12 months. Similar to the Lotus transaction, it is an acquisition of high-quality dispatchable assets in competitive markets, at an attractive price that we believe will drive meaningful per-share accretion. As I mentioned earlier, we believe successfully integrating and operating generation assets at scale is a core competency of the company, as we have demonstrated time and again, starting with the Dynegy transaction and continuing with our Energy Harbor and Lotus acquisitions. For Cogentrix, we see similar opportunities to boost the portfolio's earnings profile over time as we get into our normal integration activities.

From a financial perspective, we view the purchase price as attractive at approximately $730 per kilowatt of capacity net of expected tax benefits, and we expect the transaction to deliver mid-single-digit adjusted free cash flow before growth per-share accretion in 2027 and high-single-digit accretion on average over the 2027 to 2029 period. We look forward to closing the transaction in 2026 and welcoming our new team members to the Vistra Corp. family. More broadly, we continue to believe that natural gas generation will play a critical role in delivering reliable, affordable, and flexible power to U.S. electricity markets. Winter Storm Fern reinforced this view.

During the tightest hours, thermal generation accounted for approximately 93% of all power delivered to the ERCOT grid. Once again, when conditions are the most demanding, firm dispatchable resources are relied upon much more than on a typical day. We have seen this story repeat itself time and again, during Elliott, Mara, Heather, and now Fern. Given this backdrop, we will continue to evaluate future inorganic opportunities that create value within our integrated model.

Jim Burke: Moving to Slide 8, our nuclear power purchase agreements represent a significant milestone, not just for Vistra Corp., but for the industry. We have now signed approximately 3.8 gigawatts of nuclear capacity including upgrades under long-term contracts, more than any other power company in the country. These agreements, executed with two of the world's leading technology companies, represent meaningful long-term commitments to the safe and reliable operation of nuclear power generation in the United States. The first agreement we announced in September is a 20-year contract with Amazon at our Comanche Peak nuclear plant in Texas. Under this agreement, Amazon will site a facility or a property to utilize 1,200 megawatts of capacity.

Importantly, Amazon also plans to bring one-for-one backup generation, a structure we believe supports future expansion at the site while maintaining reliability across the system. Progress on the site continues to be made with initial energization still expected in 2027, and full ramp expected by 2032. The agreement also includes options to explore new nuclear development with specific focus on possible upgrades and small modular reactors. We are excited about this partnership and the long-term potential at the Comanche Peak site. Building on that momentum, in January we announced long-term power purchase agreements with Meta.

The agreements, which are also for 20 years, cover 2,176 megawatts of operating capacity from our Perry and Davis-Besse nuclear power plants and an additional 433 megawatts of upgrade capacity from our Perry, Davis-Besse, and Beaver Valley power plants. We expect delivery of the operating capacity of Perry to commence in December 2026 and Davis-Besse in December 2027. Uprate capacity remains longer dated, with Perry uprates expected to be online in 2031, with each subsequent year seeing an additional uprate online until all four upgrades are completed by 2034. From an operating perspective, the plants will continue to operate as they do today, with power flowing to the grid for the benefit of all customers.

The financial impact from all of our nuclear PPAs is significant, providing the financial backing to operate these facilities for decades to come, and in the case of the PJM nuclear sites, apply for additional license renewals and extend site operations into the 2050s and 2060s. Upon achieving full ramp of all the nuclear agreements, we see a pathway to nearly 25% adjusted free cash flow before growth accretion on an annual basis. From a capital perspective, the Comanche Peak agreement will not require significant incremental spend from Vistra Corp., and the PJM agreements for operating capacity will not require any additional spend.

The PJM nuclear upgrades will require growth capital over an eight-year period, with the majority of the spend occurring after 2028. We believe these investments represent attractive growth opportunities given the higher capacity, expected improvement in reliability, and the enhancements that will allow for an additional operational license extension, all while exceeding our mid-teens levered return requirements. Taken together, these nuclear PPAs position Vistra Corp. to support reliable carbon-free power as demand continues to grow, while also increasing and extending the earnings profile of our company for the longer term. While these agreements are important for our company, we have more we can do.

We still see an opportunity to contract up to an additional 3.2 gigawatts of nuclear capacity across our Beaver Valley and Comanche Peak sites, including potential upgrades of approximately 200 megawatts at Comanche Peak.

Jim Burke: Continuing with the theme of an enhanced and more predictable earnings profile, let's move to Slide 9. We continue to make meaningful progress in de-risking our business, locking in higher levels of contracted revenue while at the same time growing our total earnings. It is important to emphasize this point. We are not trading growth for stability. We are achieving both. Our percentage of contracted wholesale will increase substantially and shifts the earning certainty longer term and is more insulated from changes with tax policy. This is particularly noteworthy as the earnings profile of the business continues to grow significantly on an absolute basis as well.

On a consolidated basis, based on the contracts signed to date, when combined with the reliable contribution from our retail business, we expect nearly half of our total adjusted EBITDA to be generated from highly stable earnings sources, with the potential to increase this percentage as we execute on additional opportunities. This will be a meaningful shift in the composition of our earnings, reducing volatility, enhancing visibility, and improving our credit profile. We continue to pursue attractive arrangements to serve our customers given the accretion to our business on many levels. Finally, turning to Slide 10, our four strategic priorities remain core to delivering long-term value. With our one-team approach, we have demonstrated superior execution on these priorities.

The acquisitions of Energy Harbor, Lotus, and soon Cogentrix have proven to be valuable through adherence to price discipline, best-in-class integration, and enhancements of scale. Our measured approach to development has enabled us to generate attractive returns, whether through contracted renewables such as Oak Hill and Pulaski, or high-return thermal additions like our coal conversions, gas plant augmentations, or Permian new-build gas units. Turning to the balance sheet, our prioritization of liquidity and low leverage has placed us in a strong financial position. Combined with the improved earnings profile of the company, we continue to expect leverage to decline and have been pleased to see multiple rating agencies recognize our improved credit profile.

While this chart highlights the last few years, I would like to spend a minute on the future and how the continued execution of our four key strategic priorities will unlock multiple growth opportunities in the years ahead. Our generation development teams will continue to pursue highly accretive capacity additions. We continue to advance our plans to convert our Miami Fort facility in Ohio from coal to gas. While our targeted 500 megawatts of augmentations at our Texas gas fleet are largely complete, the team continues to study options at our current PJM fleet which could total approximately 300 megawatts. Further, the team remains hard at work reviewing new PJM plant additions which would likely involve expanding existing sites.

Contracting work also continues. As I already mentioned, we still see approximately 3.2 gigawatts of opportunities at Beaver Valley and Comanche Peak that can be contracted on a long-term basis. On the thermal side, we continue to make progress in our discussions with customers on new and existing gas solutions. We will continue to provide updates as those opportunities materialize. Finally, our retail team continues to deliver novel products to customers to help them better manage their budget while meeting their power needs. The ability for customers to choose their provider, their electric plan, and ultimately have some control over their energy needs is a proven way to address the concerns related to affordability.

No matter the product category, customers prefer having a choice, and our team is working hard to make sure that we are the preferred choice of customers from residential to industrial, including the hyperscalers. Ultimately, we believe the combination of these capabilities positions Vistra Corp. to be the energy solutions provider to our customers by developing and delivering innovative strategies to meet our customers' needs in this growing demand environment. I am excited about what our team has accomplished and what we can deliver in the years to come. Now I will turn it over to Chris to provide more details on the fourth quarter and full year results, outlook, and capital allocation.

Kristopher E. Moldovan: Thank you, Jim. Turning to Slide 12. Vistra Corp. delivered $5,912,000,000 in adjusted EBITDA for full year 2025, including $4,290,000,000 from Generation and $1,622,000,000 from Retail. The Generation segment continued to realize material benefits from our comprehensive hedging program. The strong realized revenue across the fleet and two months of contribution from the Lotus assets more than offset extended outages at Martin Lake Unit 1 and our Moss Landing battery facilities. The Retail segment continues to perform extremely well, benefiting from strong customer count and margin performance.

Although the retail business continues to generate strong earnings in a variety of market conditions, 2025's record result was partly driven by some tailwinds that are not expected to repeat in the future, including some supply cost benefits and gains related to the Energy Harbor acquisition. Over the medium term, we continue to expect Retail to achieve adjusted EBITDA in the neighborhood of approximately $1,400,000,000. Turning to Slide 13. Based on our expectations for 2026 and our previously communicated range of midpoint opportunities for 2027, as well as the expected contribution in 2026 and 2027 from the PPAs and the closing of the Cogentrix acquisition, we project to generate more than $10,000,000,000 of cash through year-end 2027.

Our confidence in our outlook and cash generation is supported by our comprehensive hedging program and the downside protection of the nuclear PTC, resulting in a highly hedged position over the coming years. Even after allocating approximately $3,000,000,000 to our equity holders through share repurchases and common and preferred dividends in 2026 and 2027, and approximately $4,000,000,000 toward accretive growth investments, including the Cogentrix acquisition, the development of the Permian gas units, and the PJM nuclear upgrades supported by PPAs with Meta, we still expect to have more than $3,000,000,000 of additional capital available to allocate through year-end 2027, all while achieving an attractive net debt to adjusted EBITDA ratio of approximately 2.3x by year-end 2027.

Although changes in power market fundamentals and customer preferences have expanded the growth opportunity set, the capital framework used to allocate this additional capital remains consistent, balancing shareholder returns, a strong balance sheet, and growth through strategic investments. Our share repurchase program continues to produce tremendous value. Since initiating the program in November 2021, we have retired approximately 167,000,000 shares at an average cost below $36 per share, delivering over $20,000,000,000 of value for our long-term shareholders. We currently have approximately $1,800,000,000 share repurchase authorization remaining, enough to meet our annual share repurchase target through 2027.

We continue to believe share repurchases deliver meaningful value to our shareholders, particularly in light of the recent deals we have announced, as our shares are trading at an attractive free cash flow yield relative to the average of the S&P 500. We expect our share repurchase program will continue to operate utilizing a 10b5-1 plan, allowing us to stay in the market even when in possession of material nonpublic information. While this plan allows us to remain consistent buyers of our shares, we have designed it such that it accelerates repurchase amounts during times of market dislocation, including the recent share price weakness in January and February.

Turning to the balance sheet, we continue to target leverage metrics consistent with investment-grade credit ratings. We believe the improvement in our net leverage levels, combined with the higher earnings visibility from more contracted earnings streams, could position us for additional ratings upgrades potentially as early as later this year. For strategic investments, we will continue to be opportunistic yet disciplined in the deployment of capital. We have not wavered on our target return threshold, whether for organic or inorganic growth investments, which remains mid-teens or higher on a levered basis. Finally, moving to Slide 14, we are in the early stages of a multiyear execution plan driving a sustainably higher level of earnings power for our long-term shareholders.

You can see on the chart, based on forward curves as of February 20 and a stable share count as of December 31, we continue to see adjusted free cash flow before growth per share exceed $12.50 for 2026. Given additional actions taken to date, including the Cogentrix acquisition and Meta power purchase agreements, together with a simplifying assumption with respect to the deployment of our cash available for allocation through 2027 to share repurchases, we project adjusted free cash flow before growth per share to increase to approximately $16.

Other actions such as the PPA with Amazon and the uprates supported by contracts with Meta will not contribute to our free cash flow until further into the future, but will be meaningful sources of increased contracted earnings. Over the long term, we believe these transactions as well as the roll-off of out-of-the-money hedges will result in a meaningful step-up in our adjusted free cash flow before growth per share. Despite already delivering on multiple key initiatives, we still have numerous opportunities to further grow and stabilize our business.

We see heightened engagement from our customer base across a range of additional opportunities, and we remain confident in our differentiated ability to meet our customers' needs and continue to increase our adjusted free cash flow before growth per share. Of course, share repurchases and balance sheet management will continue to be an important component of our capital allocation framework. I will now turn the call back to Jim for his closing remarks.

Jim Burke: Thank you, Chris. 2025 was a record year for Vistra Corp., reflecting strong execution across the business and continued progress against our long-term strategy. Our improving growth trajectory, supported by an increasing level of contracted revenue, provides greater confidence in our future cash flows. We enter the next phase of growth with a diversified, reliable fleet, a strong balance sheet, and a customer focus that positions us well to meet rising demand across our markets. We remain disciplined in how we allocate capital, applying a consistent framework that balances growth, shareholder returns, and financial strength.

I want to thank our team for their tremendous efforts to deliver value day in and day out for our customers, our communities, and our shareholders. One last thing, I regret that I will be unable to join the live Q&A portion due to an unforeseen personal matter. But I am proud to share these remarks given the team's hard work, and the company's strong performance in 2025 as well as the fast start out of the blocks in 2026. You are no doubt in good hands as my team, whom you know well, including Chris, Stacey Dore, Scott Hudson, and Sean Stuckey, will address any questions that you may have.

I look forward to connecting with many of you in the coming days and weeks. With that, I would like to turn the call back to the operator for questions.

Operator: Thank you. We will now begin the question-and-answer session. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. We do ask that you please limit yourself to one question and a single follow-up. Today's first question comes from Shahriar Pourreza with Wells Fargo. Please go ahead.

Shahriar Pourreza: Hey, guys. Good morning.

Stacey Dore: Good morning, Shar.

Shahriar Pourreza: Morning. Morning. Just maybe starting off on PJM, did the rule changes impact the Meta deal if PJM changes how new load gets treated? I guess, could there be kind of incremental cost for Meta? And if PJM tariff changes, is that sort of could be a net positive for additional load contracting like with Beaver Valley as we are thinking about future announcements? So have you seen any impact around future discussions while the rule changes are up in the air? A little bit of a two-part question. Thanks.

Stacey Dore: Hey, Shar. This is Stacy. Thanks for the question. The PJM activity, of course, as you know, is very high. There are many moving pieces of the puzzle in PJM right now. We do not believe that any of the current activity affects our Meta deal. That deal is more akin to a typical front-of-the-meter deal. It is not tied to colocation or to any particular load. So we do not believe any of the PJM activity affects that deal. You know, as I have mentioned, there is a lot going on in PJM right now, and, of course, all customers and stakeholders are watching the activity closely.

We expect PJM to file anytime now an extension of the existing price collar for the next two auctions. Just this week, PJM did make a filing regarding specific tariff provisions applicable to colocation arrangements. We do think that getting clarity on the colocation tariff provisions will be helpful to the discussions that we continue to have about Beaver and other colocation opportunities. Of course, we are also watching the reliability backstop auction filing that we expect PJM to make in the coming months. PJM is also working on load forecasting improvements, an expedited interconnection track for new generation, and, in the longer term, possibly additional capacity market reforms. We are actively participating in all of these proceedings.

And at the last open meeting, FERC commissioners made clear that they are also paying close attention to these activities, and they are ready to rule on these various proposals, all of which will continue to provide more clarity and investment certainty in PJM. It is too early to tell what will become of all of these proceedings, including the tariff proceedings around colocation that I think you are asking about.

But we view the overall backdrop as positive because the administration, the state governments, as well as most PJM stakeholders are rightly focused on the same objectives we are focused on, which are getting large loads connected quickly—that includes support from FERC and the White House for colocation with existing generation—properly allocating costs across load classes, and doing what is necessary to incentivize an appropriate amount of new build, and finally, avoiding unnecessary disruption to our existing market and existing resources. These are all the right goals to focus on. We share those goals. But, of course, the details will matter, and we will stay engaged on all of those proceedings to advocate for Vistra Corp.'s interest.

So we do think, at the end of the day, the continuing clarity and transparency around some of these upcoming rule changes will facilitate getting a deal done at Beaver Valley and possibly other colocation deals in PJM, and we continue to see a very high level of interest in Beaver Valley, in particular. Pennsylvania is a market that the hyperscalers continue to focus on, and we think that site is very attractive for either colocation or a front-of-the-meter deal. We could do either one at Beaver Valley.

Shahriar Pourreza: Got it. And then just lastly, as we are looking at the next leg of contracting, do you sort of have a view around hyperscaler appetite around gas risk? I mean, is there a preferred structure for Vistra Corp. for existing or new-build assets in terms of contract structure? A peer presented sort of this viewpoint around a fixed capacity plus a heat rate call type of arrangement. So curious to see if that is a preferred path for the strategy you guys are thinking about contracting gas. Thanks.

Stacey Dore: Yeah. Thanks, Shar. Stacy again here. So we do think that hyperscalers will contract for new gas build going forward. We are engaged in a number of those conversations as well. And we agree that we think the customers will ultimately take the gas risk there, which we are well positioned to help them manage as well. And so I think the kind of structure you are talking about, with a large fixed capacity payment along with a variable component that includes gas risk, is a structure that we see a lot of customer interest in. You know, those deals take time.

Frankly, new construction takes time, and so we continue to focus on those, but to focus at the same time on the advantage that Vistra Corp. has in offering speed to market with so many of our existing sites being available to help to get a data center online. So we continue to have a high level of interest from customers on all of these different arrangements, including colocation with existing new build, colocation with nuclear plants as well, and renewables PPAs, bridge power solutions, and front-of-the-meter retail deals. I think Vistra Corp. is uniquely positioned with our large fleet of dispatchable assets and our leading retail, commercial, and regulatory capabilities to serve these customer needs creatively and reliably.

So we remain very excited about the numerous opportunities ahead of us to enter into more contracts with our largest customers.

Shahriar Pourreza: Super helpful. Thank you so much, Stacy.

Operator: And our next question today comes from Angie Storozynski with Seaport. Please go ahead.

Angie Storozynski: Thank you so much. So first of all, thank you for showing us longer-term projections of free cash flow per share. I know I have been asking for those for quite some time, so I really, really appreciate it. And hopefully, we will have more of those projections to come in the future. But my main question is about, you know, the sort of the debate about contracting of existing assets versus bring-your-own-generation requirements. You know, we are waiting, obviously, for those commitments from hyperscalers to be made about, you know, how they are going to power their data center load.

And so I am just wondering how you see, you know, that requirement or that push vis-à-vis your large and growing generation portfolio? And then secondly, I am just wondering, in PJM, you know, gas-fired new build, how, you know, you think you see the demand for long-term contracts for gas-fired new build ahead of this RBA—if you see any interest to contract for gas-fired new build, you know, outside of the RBA. Thank you.

Stacey Dore: Yeah. Hi, Angie. Thank you. This is Stacy. So on your first question around contracting existing versus new build, I mean, I think obviously the two large deals that we have announced at Comanche Peak and also across our PJM nuclear fleet are both deals that involve contracting with existing assets. So we have demonstrated that the hyperscaler interest is high with respect to that. And, you know, I think the Meta deal in particular is a very thoughtful approach where they are taking existing purchasing existing offtake and also supporting the nuclear uprates. And then at Comanche Peak, we are able to offer a speed-to-market solution for Amazon there.

So I think those two deals, which, you know, were both fairly recent, demonstrate the interest by hyperscalers in contracting with existing assets. And we continue to have a number of conversations around other existing assets, including, as I mentioned, Beaver Valley, but also gas plants as well. There is, you know, a constraint around some of those existing asset deals, and that is the interconnection process, which you still have to go through when you are contracting if you are locating near an existing asset, if you are locating the data center there. So obviously, we continue to work on a number of fronts in the ongoing regulatory processes for interconnection.

And I think most markets are trying to move those processes forward, recognizing that we need to get customers connected. So I think you will continue to see a lot of interest in both. I do think colocation with existing assets continues to offer a speed advantage versus new build. But you will see a combination of all of those solutions, and we are in all of those types of conversations with hyperscalers and others.

Regarding your question around PJM new build, I do think that, you know, given that it appears that PJM is targeting a reliability backstop auction as early as this September, that will feed into the conversations around new build in PJM in terms of customers trying to figure out whether it would be better to participate in the RBA or to bilaterally contract outside of the RBA. But the good news is that those rules will become clear in fairly short order. And it has not slowed the actual commercial conversations. Those continue in parallel about all sorts of new build options.

But I do think, you know, the whole market is looking for clarity around the reliability backstop auction rules, and you can probably see from a lot of the information that has been published about the PJM RBA discussions, we are heavily engaged and have submitted our own proposal in that regard.

Angie Storozynski: Perfect. Thank you.

Stacey Dore: You are welcome.

Operator: Thank you. And our next question today comes from Jeremy Tonet at J.P. Morgan. Please go ahead.

Jeremy Tonet: Hi. Good morning.

Stacey Dore: Good morning, Jeremy. Just sending our best to Jim here.

Jeremy Tonet: Just want to start off, you know, with regards to the 2027 midpoint opportunity, I grant that you know, this is not something that you normally change, but these seem like some pretty big developments here recently. So why not include the Meta opportunity here in also, you know, post the near-term potential of $16 per share. Just wondering if you might be able to provide order of magnitude of some of the further upside drivers there.

Stacey Dore: Yeah. Thanks, Jeremy. I think we have said previously, and you mentioned it, that we do not expect to update our guidance or midpoint opportunities on a quarterly basis. But of course, as you noted, we did announce two very significant transactions with the Cogentrix and Meta transactions since we last provided 2026 guidance and the 2027 midpoint opportunity. I think, you know, we did not want to really update, you know, I think our view is once the Cogentrix deal closes, we will update both. I mean, we have mentioned that we expect Cogentrix to close in the second half of this year.

And so there is, you know, depending on the timing of that closing, we would be updating 2026 guidance at that time. And our belief is that is just the right time for us to go ahead and update both 2026 guidance and the 2027 midpoint opportunity. The other thing that I will say is we put out a lot of disclosure about these transactions. I think with the disclosure we have put out, you could get to, I think, pretty easily, an addition to 2027 from just those transactions of in the neighborhood of $700,000,000 to $750,000,000. Now that is absent any other impacts, including curve changes and other things.

So, again, it is hard to just add that on top. We would have to roll everything forward. And that amount also, you have to remember, includes the full-year impact of only one of the assets from Meta, which will begin in late 2026, so it will be a full contributor in 2027, whereas the second contract begins in late 2027. So I think, you know, we will update as we move along with the Cogentrix transaction. As per the $16, you know, I think it is important to talk about what that is and what it is not. We show a 2026 adjusted free cash flow per share amount, but that is just simply using our original guidance.

It does not include Cogentrix. And it does not include any share repurchases. We are holding shares flat for even 2026. And as you are aware, we are already buying shares. So what we have showed is, I think, a conservative number for 2026, but we wanted to show the growth of transactions that we have already announced. And again, those are from Cogentrix, excluding the tax benefits—just what we think, that is separate, we have not included those—and from operating PPAs with Meta. We did make a simplifying assumption because we are going to be buying, you know, in that indicative number, the $2,000,000,000.

We will be using the $2,000,000,000 that is already set aside for share repurchases, but we made a simplifying assumption of an additional $3,000,000,000. So that is not a projection, and there is no timing around that. That is a short-term number. If we think about going forward—your question on where this could go—we are showing some of the tailwinds, which would be the hedge roll-off as well as the PJM nuclear upgrades.

But if we do look at just, you know, as we go forward and we look at our cash available for allocation moving forward, and if we made a simplifying assumption that we used all of that cash for share repurchases between 2026 and 2030 of what we think we can generate, and we use it at a price per share that is reasonably where we trade today, I do think that the free cash flow per share could be in the range of $22 to $25, and that does not include some upside that we would look for transactions that are more accretive than share repurchases.

Jeremy Tonet: Got it. That cash flow per share with 60% conversion points to a pretty big EBITDA number there. So that is very helpful. Thank you for that. And we just want to take a step back, talked a lot about the long-term PPA discussions here. But just at a very high level, how would you categorize the level of discussion now versus any point in the past and just any qualification, I guess, between nuclear versus gas discussions here?

Stacey Dore: Hi, this is Stacy. Thank you for that question. We continue to see a very high level of interest in power PPAs for data centers. We really see 2026 as the year in which customers are focusing on what is real and what is credible after spending the last couple of years sorting through a lot of different alternatives. And we think that really gives Vistra Corp. an advantage because we do have so many sites, we have so much land available, and we have a capability of developing and operating generation. Our deal with Meta is a great example of that.

You know, it combines the purchase of operating capacity with financial support for new megawatts across our PJM nuclear fleet. And so we continue to be in numerous conversations with all of the major customers in this space about all of the various structures that we have been talking about. And I think we have shown—we have demonstrated—a real ability to execute not just on PPAs, but, you know, as a reminder, we have augmented our ERCOT thermal fleet by 500 megawatts of uprates. We have executed on the Oak Hill solar PPA last year with Amazon as well as Pulaski with Microsoft.

So we have those existing customer relationships, and I think we are viewed as a credible and viable partner for these customers. We have also in process not only the 433 megawatts of nuclear upgrades, but two coal-to-gas conversions at Miami Fort and Coleto Creek as well as our Permian gas plants that we are building in West Texas. If you add all of this up, between what we have already added to the grid and what is currently underway—under construction and under development—it is over 3,600 megawatts of capacity. And, you know, that is just the beginning. If we have customer PPAs for building new generation or for our existing assets, we will continue on that trajectory.

So I think we see the appetite as high as ever, but the difference now versus maybe a year ago is I think the customers themselves are very focused on the deals and the opportunities that are actionable as they have sorted through what is real and what is credible, and we think that positions Vistra Corp. extremely well to support these customers.

Jeremy Tonet: Great. That is very helpful. I will leave it there. Thanks.

Operator: Thanks, Jeremy. Next question today comes from Steven Fleishman of Wolfe Research. Please go ahead.

Steven Fleishman: Great. Thank you. Good morning. Best to Jim. Hopefully, everything is okay. I guess, Stacy, first, on the idea of the new build that you have already done, but also further opportunities there. Just how do you feel about your equipment and EPC capability to meet needs, you know, not too far out? A lot of other people talk about being well positioned there. Maybe you could just talk to that.

Stacey Dore: Yeah. Hi, Steve. Sure. Happy to do that. So as you know, we have one of the largest gas fleets in the country. We have excellent and long-standing relationships with all of the turbine OEMs, and we are frequently in conversations with third parties and bridge power providers about equipment that, frankly, they are trying to market, including parties that have already purchased turbines and are looking for places to deploy them. And because of our preexisting development pipeline, we also have ample access to high-voltage equipment, and we have long-tenured relationships with multiple EPC providers that we are currently using for our development projects.

So we do not see equipment or EPC as the gating items to building new generation or to developing behind-the-meter interconnection options for existing sites. You know, customers have choices, and when they are ready to sign PPAs, projects can move forward. Vistra Corp. is certainly prepared to do that and can offer a variety of both speed-to-power options as well as long-term new build.

Steven Fleishman: Great. And then totally separate question for Chris. The free cash flow per share chart was very helpful, and it looks like you are going to be on 2027. The balance sheet is very strong, but with some of these drivers really showing up after 2027, EBITDA will be going up a lot, which probably leaves, you know, a lot more balance sheet room. So could you just talk to how you are thinking about balance sheet targets beyond 2027? And then what you are going to do with the cash?

Kristopher E. Moldovan: Yeah. Steve, thanks for the question. I think as we showed on the cash available for allocation chart, we have $3,000,000,000 between now and 2027, and that is even at 2.3x. And that level would be strong, and we think would be strong, in consideration for strong investment-grade rating. So yeah, as we said, I mean, as we move forward, we expect the cash generation to be significant. And we are going to continue to stay balanced with capital allocation. We are going to continue to return capital to shareholders and take advantage of opportunities. Again, when our stock is under pressure, we are going to continue to maintain the balance sheet. We are focused on investment-grade ratings.

And as we continue to say, we do not want to be right on the edge of investment-grade ratings. We would like to get to that strong investment-grade ratings, but I think we can get there without a lot of debt paydown. We can do that with some growth. And then obviously, we are going to continue to look for inorganic and organic growth opportunities, but staying disciplined to our return thresholds, and that has not changed in the last several years, and it will not change going forward. And it is not always easy to find growth opportunities that meet our return thresholds, and you do not know when they will come along, but we work consistently.

We have a lot of things in front of us, a lot of organic opportunities. And so we will continue to evaluate those. In the meantime, you know, we can always pay down some additional debt and be ready for when those opportunities arise.

Operator: Thank you. Next question today comes from Andrew Wiesel with Scotiabank. Please go ahead.

Andrew Wiesel: Hey, good morning, everybody.

Stacey Dore: Morning, Andrew.

Andrew Wiesel: First, a question on nuclear uprates. I think you have talked about potential in the neighborhood of about 600. You have identified the 400 and change with Meta, and I think you talked about 200 today with Comanche. Does that essentially cover the opportunity, or do you see potential for more?

Stacey Dore: No. I think that covers it. The 433 megawatts with Meta—those are in process. The 200 megawatts, we still have some work to do on those, and that is a future opportunity. But that, for uprates, at the existing plants, covers it. Obviously, we are continuing to look at new nuclear and other opportunities, but from the uprate perspective, I think you have it covered.

Andrew Wiesel: Okay. Great. Then on the gas side in ERCOT, I believe you are planning to move forward with Permian Power 1 and 2. Does the news about the batching process potentially impact those? My is you have not yet decided if you are going to pursue TEP funding. And if you did, they probably would not be eligible for data center contracts. But do those dynamics impact your thinking? Or are you just moving forward despite the potential changes or uncertainty? How are you thinking about that?

Stacey Dore: No. I think we continue—we made the decision on those. You know, we had a lot of advantages, including the pricing on some equipment we had ordered and the pricing out in West Texas and the land that we had. We continue to see those as being high-return projects. I think we are still in a TEP process, and I would expect us to continue to stay in that process. And, you know, we are working through that. With respect to contracts, I think that there is interest from a number of different counterparties about those assets.

And I think our view is that being in the TEP process does not prohibit us from locking in some of the revenue on those assets, but we are going to continue to feel out those opportunities and move forward only if we see something that we feel like is the right deal for the company. And, Andrew, the batching process does not affect the TEP unit. It is a load interconnection process that is being considered to start studying load requests on a more group basis as opposed to one-by-one, but it will not affect our Permian CT unit.

Andrew Wiesel: Okay. Great. Then one last one if I can. On repurchases, can you talk about the flexibility under the 10b5-1 program? You mentioned it. I see you were pretty active year-to-date with $200,000,000, which is quite a bit ahead of the ratable pace compared to $1,000,000,000 for the full year. Can you just explain a bit how that works? And what sort of discretion you have over the pace and timing, and how to think about the outlook going forward mechanically under the 10b5-1?

Stacey Dore: Yeah. I cannot really get into the specifics, but as we have said, we have structured it, and there are ways to structure those programs where depending on where the trading values are, it can increase the pace, and we obviously do that. You can see that in January and February at the prices that we have been trading, we have been leaning in. Same thing happened last year. Again, early in the year, there was some price pressure. We leaned in—the program leaned in. And then as the price rebounded, it pulled back, and we ended up spending right around the $1,000,000,000 last year.

But importantly, as we looked at last year, if you look at the weighted average price throughout the year, our program beat that by just under $10 per share. So that is the intention, for it to be more active when we see some price pressure, and we continue to tweak how we go about that. And when we get into open windows, we are able to make changes, and we continue to rethink and optimize that program so that it is doing exactly what we want it to do.

Andrew Wiesel: Okay. Sounds good. Appreciate it.

Operator: Thank you. And our final question today comes from David Arcaro with Morgan Stanley. Please go ahead.

David Arcaro: Okay. Thanks so much. Good morning. Stacy, thanks for all the updates here on, you know, where your discussions stand with potential counterparties. I was curious if you could just maybe give us any color on timing as to what we might expect for the next iteration of data center contracting activity that you might be able to achieve on your fleet? I know you have been very busy over the last couple of months, clearly with your successes. But I am just wondering if you could give, you know, are we going to have to wait for the backstop auction in PJM, for example, and not expect anything until we get more clarity there?

You know, what is the pace of those discussions? And, yeah, any color would be helpful.

Stacey Dore: Yeah. Hey, David. Well, you know, it has only been six weeks since we announced the Meta deal, so you are not giving me a lot of time there. But I am not going to comment on specific timing. I can just tell you that we have a number of conversations underway. Customers are very motivated to start making some of these things happen because they are anxious to get going with the data center development. So we feel good about where our conversations stand. And as we have always said, when we have an actual contract and agreement to announce, as you have now seen us do twice, we will announce that.

David Arcaro: Okay. Got it. No. Thanks. And then maybe just on Comanche Peak, I was wondering what the, you know, what the timing or milestones as to what would drive the uprate opportunity there? And could you be involved in any other on-site power opportunities, whether it is new generation, or would you be involved in the backup generation there? Curious, any color on that.

Stacey Dore: Yeah. Thanks, David. Yes, on the uprate timing, we are continuing to study that possible uprate at Comanche Peak. But right now, honestly, we are very focused on executing for our customer all of the things that need to happen to make sure the data center at Comanche Peak gets online on time. That is our number one focus at Comanche Peak at the moment, but certainly, the team continues to explore the uprate in the background, and as we have mentioned earlier, we have the opportunity potentially with the same customer to add that uprate to the portfolio. So we will continue to keep you updated as there is news on that front.

Certainly, we have a lot of land at Comanche Peak, and we definitely could explore new generation at that site. As you may know, in the past, the company had looked at Comanche Peak Units 3 and 4. There was plenty of land to do that. In fact, we had an early application in with the NRC to do that before we pulled it kind of around 2015, I think. It is also a site that has access to gas. So there are a lot of opportunities to make that site really a center for energy and—and hopefully—data center as well with Amazon coming on-site.

David Arcaro: Okay. Great. Thanks so much.

Operator: Thank you. And that concludes our question-and-answer session. I would like to turn the conference back over to Kristopher E. Moldovan for any closing remarks.

Kristopher E. Moldovan: Yes. Just want to thank everybody that participated on today's call. As Jim noted in our prepared remarks, we are very proud of what the team accomplished in 2025, and as we have been talking about, we are very excited to execute on the numerous opportunities in front of us. So thank you for your interest in Vistra Corp., and have a great day.

Operator: Thank you. That concludes our conference for today. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.

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