Vistra closes $1.5B of junior subordinated notes due 2057

Vistra Corp. said that on September 24, 2026 its subsidiary Vistra Operations Company LLC completed an underwritten public offering of $850 million of 7.000% Series A Junior Subordinated Notes due 2057 and $650 million of 7.250% Series B Junior Subordinated Notes due 2057, each irrevocably and unconditionally guaranteed by Vistra.

Vistra locked in $1.5 billion of long-dated junior subordinated notes on September 24, 2026, completing an underwritten public offering that pushes hybrid capital all the way out to 2057 under a parent guarantee from Vistra Corp.

$850 million Series A and $650 million Series B due 2057

On September 24, 2026, Vistra Operations Company LLC, an indirect wholly owned subsidiary of Vistra Corp. (NYSE: VST), completed its underwritten public offering of $850,000,000 aggregate principal amount of 7.000% Series A Junior Subordinated Notes due 2057 and $650,000,000 aggregate principal amount of 7.250% Series B Junior Subordinated Notes due 2057. Together the two series total $1.5 billion. Each series is irrevocably and unconditionally guaranteed by Vistra Corp.

The notes were issued under an Indenture dated as of September 24, 2026 among Vistra Operations as issuer, Vistra as guarantor, and Wilmington Trust, National Association as trustee, as supplemented by a First Supplemental Indenture dated the same day. Forms of the Series A and Series B notes are included with the First Supplemental Indenture (Exhibits 4.3 and 4.4).

How the securities were sold

Item 8.01 says the securities were sold under an Underwriting Agreement dated September 10, 2026 among Vistra Operations, Vistra, and Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and Truist Securities, Inc., as representatives of the several underwriters. A Sidley Austin LLP legal opinion is attached as Exhibit 5.1.

The sale was registered on Vistra’s and Vistra Operations’ Form S-3 filed September 8, 2026 (File Nos. 333-298811 and 333-298811-01). Indenture terms are further described in the prospectus supplement dated September 10, 2026 with the related prospectus dated September 8, 2026, filed under Rule 424(b)(2) on September 14, 2026.

What this filing settles

The Form 8-K settles that the $1.5 billion junior subordinated notes offering closed on September 24, 2026 — not merely priced — with stated coupons, 2057 maturity, parent guarantee, Wilmington Trust as trustee, and the named underwriting syndicate. It does not, in Items 1.01 or 8.01, quantify net proceeds after discounts and fees or restate a use-of-proceeds schedule beyond pointing readers to the prospectus materials.