Vistra Corp. (VST) CEO discloses option exercises, sale and gift under Rule 10b5-1

Rhea-AI Filing Summary

Vistra Corp. reported insider transactions by its President and CEO, who is also a director. On December 11, 2025, he exercised employee stock options for 22,251 shares of common stock at an exercise price of $14.03 per share and then sold 22,251 shares at $162.05 per share, after which 297,998 shares were shown as beneficially owned directly for that line.

On the same day he also made a gift of 27,745 shares, and on December 12, 2025 he exercised additional options for 27,749 shares at $14.03 per share. These transactions were carried out under a Rule 10b5-1 trading plan adopted on June 12, 2025, and the remaining 2016 employee stock option referenced has an expiration date of October 11, 2026.

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).

X

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)
12/11/2025

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	12/11/2025		M(1)		22,251	A	$14.03	320,249	D
Common Stock	12/11/2025		S(1)		22,251(2)	D	$162.05	297,998	D
Common Stock	12/11/2025		G(1)		27,745	D	$0	270,253	D
Common Stock	12/12/2025		M(1)		27,749	A	$14.03	298,002	D

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
2016 Employee Stock Option (right to buy)	$14.03	12/11/2025		M(1)			22,251	(3)	10/11/2026	Common Stock	22,251	$0	27,750	D
2016 Employee Stock Option (right to buy)	$14.03	12/12/2025		M(1)			27,749	(3)	10/11/2026	Common Stock	27,749	$0	1	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025. The transactions executed on December 12, 2025 reported hereunder are the final transactions to be executed under the Rule 10b5-1 trading plan.

2. Includes an aggregate of approximately (i) 4,158 shares sold for the cashless exercise of stock options; and (ii) 18,043 shares sold to pay taxes in connection with the exercise of stock options.

3. Options vested in four equal annual installments beginning October 3, 2017.

Remarks:

	/s/ Daniela Gutierrez, as Attorney-in-Fact	12/15/2025
	** 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 insider transactions did Vistra Corp. (VST) report for its CEO?

The President and CEO of Vistra Corp., who is also a director, reported multiple transactions. On December 11, 2025, he exercised stock options for 22,251 shares, sold 22,251 shares of common stock, and made a gift of 27,745 shares. On December 12, 2025, he exercised additional options for 27,749 shares of common stock.

At what prices were the Vistra Corp. stock option exercises and share sale reported?

The employee stock options were exercised at an exercise price of $14.03 per share. The reported sale of common stock on December 11, 2025 involved 22,251 shares sold at a price of $162.05 per share.

How did the Vistra Corp. CEOs reported direct holdings change with each transaction?

After the December 11, 2025 option exercise for 22,251 shares, the table shows 320,249 shares beneficially owned directly for that line. After the sale of 22,251 shares on the same date, it shows 297,998 shares beneficially owned directly for that line. Following the gift of 27,745 shares that day, the amount shown is 270,253 shares beneficially owned directly. After the December 12, 2025 option exercise for 27,749 shares, the table shows 298,002 shares beneficially owned directly for that line.

Were the Vistra Corp. insider transactions executed under a Rule 10b5-1 plan?

Yes. The explanation section states that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025. It also notes that the transactions executed on December 12, 2025 are the final transactions to be executed under that Rule 10b5-1 trading plan.

What details are provided about the 2016 employee stock options at Vistra Corp.?

The filing describes a 2016 employee stock option with an exercise price of $14.03 per share and an expiration date of October 11, 2026. A footnote states that these options vested in four equal annual installments beginning on October 3, 2017. After the reported exercises on December 11 and 12, 2025, the table shows that one derivative security from this grant remains beneficially owned directly.

How many Vistra Corp. shares were sold for cashless exercise and to cover taxes?

A footnote explains that the reported sale of 22,251 shares on December 11, 2025 includes an aggregate of approximately 4,158 shares sold for the cashless exercise of stock options and approximately 18,043 shares sold to pay taxes in connection with the exercise of stock options.