[Form 4] Vistra Corp. Insider Trading Activity

Rhea-AI Filing Summary

James A. Burke, President and CEO and director of Vistra Corp. (VST) reported multiple transactions on 09/16/2025 and 09/17/2025 under a Rule 10b5-1 trading plan adopted June 12, 2025. He acquired two sets of option exercises totaling 38,400 option shares exercisable into common stock at $14.03 and $19.68 per share and recorded related acquisitions of 38,400 common shares at those exercise prices. Concurrently, he sold aggregated blocks of common stock totaling approximately 42,719 and 42,?19 shares across the two days via cashless exercises and open-market sales at weighted-average prices of about $213.78 and $212.56. After these transactions his reported direct beneficial ownership in common stock is 227,968 shares, with an additional 701,514 shares indirect through JAMEB, LP and smaller trusts.

Positive

• Transactions executed under a Rule 10b5-1 plan adopted June 12, 2025, indicating preplanned, compliant trading
• Substantial indirect ownership retained via JAMEB, LP (701,514 shares) and family trusts, maintaining insider alignment

Negative

• Significant share dispositions occurred through sales and cashless exercises that reduced direct beneficial ownership from higher prior levels to 227,968 shares
• Large weighted-average sale prices ($213.78 and $212.56) imply material proceeds realized by the reporting person, reflecting notable insider liquidity

Insights

Securities Analyst

TL;DR: CEO executed option exercises and sizable share sales under a pre-established 10b5-1 plan, reducing direct holdings while maintaining substantial indirect ownership.

These filings show routine management liquidity actions rather than corporate events. The exercises at fixed strike prices resulted in acquisition of common shares, immediately followed by sales including cashless exercises and tax-withholding share sales at weighted-average prices above $212. The reporting person retains significant indirect ownership via JAMEB, LP (701,514 shares) and trusts, which preserves concentrated insider exposure and alignment with shareholders while providing personal liquidity.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan, indicating a preplanned, compliant disposition of shares.

The disclosure explicitly cites a 10b5-1 plan adopted June 12, 2025, and itemizes share counts, weighted-average sale prices, and the portion of shares sold to cover taxes and cashless exercises. The detailed explanation of price ranges and tax-related share sales improves transparency and reduces ambiguity about insider timing, consistent with governance best practices for insider transactions.

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).

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)
09/16/2025

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	09/16/2025		M(1)		19,200	A	$14.03	241,887	D
Common Stock	09/16/2025		M(1)		4,800	A	$19.68	246,687	D
Common Stock	09/16/2025		S(1)		21,358(2)	D	$213.78(3)	225,329	D
Common Stock	09/17/2025		M(1)		19,200	A	$14.03	244,529	D
Common Stock	09/17/2025		M(1)		4,800	A	$19.68	249,329	D
Common Stock	09/17/2025		S(1)		21,361(4)	D	$212.56(5)	227,968	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
2016 Employee Stock Option (right to buy)	$14.03	09/16/2025		M(1)			19,200	(6)	10/11/2026	Common Stock	19,200	$0	276,653	D
2018 Employee Stock Option (right to buy)	$19.68	09/16/2025		M(1)			4,800	(7)	04/09/2027	Common Stock	4,800	$0	543,400	D
2016 Employee Stock Option (right to buy)	$14.03	09/17/2025		M(1)			19,200	(6)	10/11/2026	Common Stock	19,200	$0	257,453	D
2018 Employee Stock Option (right to buy)	$19.68	09/17/2025		M(1)			4,800	(7)	04/09/2027	Common Stock	4,800	$0	538,600	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.

2. Includes an aggregate of approximately (i) 1,709 shares sold for the cashless exercise of the stock options; and (ii) 8,775 shares sold to pay taxes in connection with the exercise of the stock options.

3. Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $213.578 to $213.80, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

4. Includes an aggregate of approximately (i) 1,720 shares sold for the cashless exercise of the stock options; and (ii) 8,771 shares sold to pay taxes in connection with the exercise of the stock options.

5. Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $212.21 to $212.60, inclusive. For all transactions reported in this Form 4 utilizing a weighted-average price, the reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

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

7. Options vested 50% 4 years from the grant date with the remaining 50% vesting 5 years from the grant date.

Remarks:

	/s/ Daniela Gutierrez, as Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Vistra (VST) insider James A. Burke report on Form 4?

The filing reports option exercises and subsequent share sales on 09/16/2025 and 09/17/2025, including acquisition of 38,400 option shares and multiple open-market sales at weighted-average prices of about $213.78 and $212.56.

Was the insider trading in Vistra (VST) preplanned under a 10b5-1 plan?

Yes; the Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025.

How many Vistra (VST) shares does James A. Burke beneficially own after these transactions?

The reporting person disclosed 227,968 shares directly and 701,514 shares indirectly through JAMEB, LP, plus additional shares held in family trusts.

Did the Form 4 disclose shares sold to cover taxes or for cashless exercises?

Yes; the filing indicates aggregated shares were sold to cover taxes and for cashless exercises, including approximately 1,709 and 1,720 shares sold for cashless exercises and 8,775 and 8,771 shares sold to pay taxes across the two transaction dates.

What were the exercise prices of the reported employee stock options?

The documented exercise prices were $14.03 for 2016 options and $19.68 for 2018 options, with listed exercisable and expiration details in the Form 4.