Vistra (NYSE: VST) EVP gets 79,444-share grant; taxes withheld

Rhea-AI Filing Summary

Vistra Corp. executive vice president and chief administrative officer Carrie Lee Kirby reported equity compensation activity involving the company’s common stock. On February 24, 2026, she acquired 79,444 shares through a grant/award tied to performance-based restricted stock units whose three-year performance period ended December 31, 2025 and was certified on February 18, 2026. On the same date, the issuer withheld 30,418 shares and 4,264 shares at $171.62 per share to cover tax obligations upon vesting of performance-based and time-based restricted stock units, with the timing and amounts determined by award terms rather than her discretion. After these transactions, she directly owned 262,819 shares of Vistra common stock.

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^*

Kirby Carrie Lee

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and Chief Admin. Officer

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)		79,444	A	$171.62	297,501	D
Common Stock	02/24/2026		F(2)		30,418	D	$171.62	267,083	D
Common Stock	02/24/2026		F(3)		4,264	D	$171.62	262,819	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

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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Vistra (VST) EVP Carrie Lee Kirby report in this Form 4?

Carrie Lee Kirby reported equity compensation activity in Vistra common stock. She received a grant of 79,444 shares and had additional shares withheld by the company to cover tax obligations tied to vesting restricted stock unit awards.

How many Vistra (VST) shares did the EVP receive in the reported award?

She acquired 79,444 shares of Vistra common stock through a grant or award. These shares relate to performance-based restricted stock units for a three-year period ending December 31, 2025, after the compensation committee certified applicable performance criteria.

Were any of the Vistra (VST) transactions open-market buys or sells?

The filing shows no open-market buying or selling. One transaction is a grant of 79,444 shares, while two are tax-withholding dispositions where Vistra retained shares at vesting to satisfy tax liabilities under the award terms.

Why did Vistra (VST) withhold shares from the EVP’s awards?

Vistra withheld shares to pay taxes triggered by vesting of performance-based and time-based restricted stock units. Footnotes state the timing and amounts were dictated by award terms and were not within Carrie Lee Kirby’s control, reflecting standard tax-settlement mechanics.

How many Vistra (VST) shares does the EVP own after these transactions?

After the reported grant and tax withholdings, Carrie Lee Kirby directly owned 262,819 Vistra common shares. This figure reflects her updated direct ownership position following certification of performance criteria and settlement of associated tax liabilities in stock.

What performance period was tied to the Vistra (VST) performance-based RSUs?

The performance-based restricted stock units covered a three-year period ending December 31, 2025. Performance results for this period were certified by Vistra’s Social Responsibility and Compensation Committee on February 18, 2026, enabling conversion into common shares.