Vistra (NYSE: VST) EVP gets stock award as shares withheld for tax

Rhea-AI Filing Summary

Vistra Corp. executive vice president and chief strategy officer Stacey H. Dore reported equity compensation activity involving common stock. On February 24, 2026, she acquired 134,444 shares in connection with performance-based restricted stock units whose three-year performance period ended December 31, 2025.

The company then withheld 52,057 shares to cover taxes tied to the vesting of those performance-based units and an additional 7,215 shares to pay taxes on vesting of restricted stock units. These tax-withholding dispositions were determined by award terms rather than discretionary open-market sales.

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^*

Dore Stacey H

(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 & Chief Strategy 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)		134,444	A	$171.62	234,786	D
Common Stock	02/24/2026		F(2)		52,057	D	$171.62	182,729	D
Common Stock	02/24/2026		F(3)		7,215	D	$171.62	175,514	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:

Exhibit 24. Power of Attorney

	/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 (VST) executive Stacey H. Dore report on this Form 4?

Stacey H. Dore reported an equity award vesting and related tax-withholding share dispositions. She acquired 134,444 Vistra common shares from performance-based restricted stock units, while the company withheld additional shares to satisfy tax obligations linked to those performance-based and time-based restricted stock unit vestings.

How many Vistra (VST) shares did Stacey H. Dore acquire in the reported transaction?

She acquired 134,444 Vistra common shares. These shares relate to performance-based restricted stock units for a three-year period ending December 31, 2025, after performance was certified by the board’s Social Responsibility and Compensation Committee as of February 18, 2026.

Were the Vistra (VST) share dispositions by Stacey H. Dore open-market sales?

The dispositions were not open-market sales. They represent shares withheld by Vistra to pay taxes owed on vesting of performance-based and time-based restricted stock units, with timing and amounts set by award terms rather than by Stacey H. Dore’s trading decisions.

What is the role of Stacey H. Dore at Vistra (VST) in this Form 4?

Stacey H. Dore is identified as executive vice president and chief strategy officer of Vistra. The Form 4 documents changes in her direct ownership of Vistra common stock resulting from equity award vesting and associated tax-withholding share transactions on February 24, 2026.

Why did Vistra (VST) withhold shares from Stacey H. Dore’s equity awards?

Vistra withheld shares to cover tax liabilities triggered by equity award vesting. Footnotes state the company withheld shares when performance-based restricted stock units and restricted stock units vested, with the timing and share amounts dictated by the applicable award terms, not by discretionary trading.