Vistra (VST) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2024

VISTRA CORP.

(Exact name of registrant as specified in its charter)

(214) 812-4600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 17, 2024, Vistra Zero Operating Company, LLC (“Vistra Zero”) (as Borrower), an indirect subsidiary of Vistra Corp. (the “Company”), and the direct owner and operator of the Company’s 1.4 gigawatts of operating solar and battery storage facilities, entered into an amendment (the “Credit Agreement Amendment”) among Vistra Zero, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent, which amended that certain Credit Agreement, dated as of March 26, 2024 (as amended, supplemented or otherwise modified from time to time, including by the Credit Agreement Amendment, the “Credit Agreement”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement Amendment or the Credit Agreement, as applicable.

Pursuant to the Credit Agreement Amendment, effective as of December 17, 2024, the Credit Agreement was amended to, among other things, (i) reduce the interest rate margins applicable to each of ABR Loans and Term SOFR Loans by 75 basis points, (ii) remove the requirement for quarterly amortization payments, (iii) amend certain other provisions of the Credit Agreement, including, without limitation, increasing the permissible maximum incremental facilities amount and increasing capacity under certain negative covenant baskets and (iv) effect certain other conforming changes and modifications consistent with the foregoing.

A copy of the Credit Agreement Amendment is included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference. The above description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment.

The information contained in Item 1.01 of this Current Report concerning the Company’s direct financial obligations under the Credit Agreement Amendment is incorporated by reference herein.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.