Vistra Corp. (VST) CEO gets 320,000-share grant, reports tax withholdings

Rhea-AI Filing Summary

Vistra Corp. President and CEO James A. Burke received an equity award of 320,000 shares of common stock on February 24, 2026. The award is tied to performance-based restricted stock units whose performance period ended December 31, 2025 and was certified by the board’s Social Responsibility and Compensation Committee.

On the same date, the company withheld 125,048 shares and 13,992 shares of common stock to cover tax obligations related to the vesting of performance-based and time-based restricted stock units, with timing and amounts determined by the award terms rather than Burke’s discretion. After these transactions, Burke directly owned 492,954 common shares and reported additional indirect holdings of 701,514 shares through JAMEB, LP, 34,000 shares through the James A. Burke 2012 Irrevocable Trust, and 259 shares through the Marti E. Burke 2012 Irrevocable Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BURKE JAMES A

(Last) (First) (Middle)

6555 SIERRA DRIVE

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vistra Corp. [ VST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		A(1)		320,000	A	$171.62	618,002	D
Common Stock	02/24/2026		F(2)		125,048	D	$171.62	492,954	D
Common Stock	02/24/2026		F(3)		13,992	D	$171.62	478,962	D
Common Stock								701,514	I	By JAMEB, LP, a limited partnership jointly owned by Reporting Person and his spouse
Common Stock								34,000	I	By the James A. Burke 2012 Irrevocable Trust, dated 12/03/2012
Common Stock								259	I	By the Marti E. Burke 2012 Irrevocable Trust, dated 10/16/2012

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance-based restricted stock units for which the applicable performance criteria for the three-year period ended December 31, 2025 was certified by the Issuer's Social Responsibility and Compensation Committee of the Board of Directors as of February 18, 2026.

2. This transaction represents the withholding by the Issuer of shares to pay taxes in connection with the vesting of performance-based restricted stock units. The timing and amount of the transaction were determined by the terms of the applicable performance-based restricted stock unit award and were not within the control of the Reporting Person.

3. This transaction represents the withholding by the Issuer of shares to pay taxes in connection with the vesting of restricted stock units. The timing and amount of the transaction were determined by the terms of the applicable restricted stock unit award and were not within the control of the Reporting Person.

Remarks:

	/s/ Daniela Gutierrez, as Attorney-in-Fact	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Vistra Corp. (VST) CEO James A. Burke report in this Form 4 filing?

James A. Burke reported receiving an equity award of 320,000 Vistra Corp. common shares. He also reported company share withholding transactions for taxes tied to vesting restricted stock units and updated his direct and indirect ownership balances across several related entities and trusts.

Was the 320,000-share transaction for Vistra Corp. (VST) an open-market purchase or sale?

The 320,000-share transaction was a grant of common stock, not an open-market trade. It represents performance-based restricted stock units that vested after performance certification by a board committee for the three-year period ending December 31, 2025.

How were taxes handled on James A. Burke’s Vistra Corp. (VST) restricted stock vesting?

Vistra Corp. withheld 125,048 shares and 13,992 shares of common stock to pay taxes on vesting awards. Footnotes explain these tax-withholding transactions followed award terms and that timing and amounts were not within Burke’s control.

What is James A. Burke’s direct ownership in Vistra Corp. (VST) after these Form 4 transactions?

After the reported grant and tax-withholding events, James A. Burke directly owned 492,954 shares of Vistra Corp. common stock. This figure reflects his updated direct holdings following the award and related share withholdings for tax obligations.

What indirect Vistra Corp. (VST) holdings are associated with James A. Burke?

Indirectly, Burke reported 701,514 Vistra Corp. shares held by JAMEB, LP, 34,000 shares held by the James A. Burke 2012 Irrevocable Trust, and 259 shares held by the Marti E. Burke 2012 Irrevocable Trust, reflecting positions in entities linked to him and his spouse.

Do the Form 4 tax-withholding transactions for Vistra Corp. (VST) indicate discretionary selling by James A. Burke?

The tax-withholding entries do not indicate discretionary selling by Burke. Footnotes state the issuer withheld shares to satisfy tax liabilities under restricted stock unit agreements, with timing and amounts set by award terms rather than his personal trading decisions.