[Form 4] Vistra Corp. Insider Trading Activity

Rhea-AI Filing Summary

James A. Burke, President and CEO of Vistra Corp. (VST) reported multiple transactions under a Rule 10b5-1 trading plan dated June 12, 2025. On 09/10/2025 and 09/11/2025 he exercised employee stock options (2016: $14.03 strike; 2018: $19.68 strike) and sold portions of resulting shares to cover taxes and for cashless exercises. Reported non-derivative activity includes multiple acquisitions (e.g., 17,600; 4,400; 40,909; 4,800 shares) and sales (e.g., 17,600; 1,992; 43,074; 27,893 shares) at weighted-average prices reported where applicable. After these transactions his direct beneficial ownership figures are reported (examples: 217,025; 214,390; 260,099 shares across lines) and he holds 701,514 shares indirectly through JAMEB, LP, plus additional trust holdings (34,000; 259 shares). The Form 4 is signed by an attorney-in-fact on 09/12/2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than opportunistic insider timing
• Substantial indirect ownership retained (701,514 shares held via JAMEB, LP), demonstrating continued alignment with shareholders
• Option exercises increased vested equity exposure (multiple exercises of 2016 and 2018 options)

Negative

• Significant share sales reported on 09/10/2025 and 09/11/2025 (e.g., 43,074 and 27,893 shares), which reduced direct holdings
• Weighted-average sale prices exceed $200 for some lots, indicating material proceeds realized from sales

Insights

Corporate Governance Expert

TL;DR: Insider executed option exercises and share sales under a pre-established 10b5-1 plan, maintaining substantial indirect holdings.

The reported transactions show routine option exercises and contemporaneous sales implemented pursuant to a Rule 10b5-1 plan adopted June 12, 2025. Use of a trading plan suggests the trades were pre-scheduled to avoid selective disclosure concerns. Despite sales to cover taxes and cashless exercises, the reporting person retains meaningful indirect ownership through JAMEB, LP and family trusts, which preserves alignment with shareholders.

Securities Analyst

TL;DR: Multiple option exercises increased vested exposure while sales reduced some direct share counts; net ownership remains material via indirect holdings.

The Form 4 details exercises of 2016 and 2018 stock options at $14.03 and $19.68 strike prices and subsequent share sales at weighted-average prices above $200 for certain lots. Exercised option amounts and reported sales (including cashless and tax-withholding sales) altered direct holdings but left substantial aggregate exposure via indirect holdings of 701,514 shares plus trust positions. These transactions are disclosure-driven and do not on their face indicate ad hoc insider selling outside a plan.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)
09/10/2025

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	09/10/2025		M(1)		17,600	A	$14.03	229,582	D
Common Stock	09/10/2025		S(1)		17,600(2)	D	$200.5	211,982	D
Common Stock	09/10/2025		M(1)		4,400	A	$19.68	216,382	D
Common Stock	09/10/2025		S(1)		1,992(3)	D	$203.23(4)	214,390	D
Common Stock	09/11/2025		M(1)		40,909	A	$14.03	255,299	D
Common Stock	09/11/2025		M(1)		4,800	A	$19.68	260,099	D
Common Stock	09/11/2025		S(1)		43,074(5)	D	$208.75(6)	217,025	D
Common Stock	09/11/2025		G(1)		27,893	D	$0	189,132	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	09/10/2025		M(1)			17,600	(7)	10/11/2026	Common Stock	17,600	$0	403,453	D
2018 Employee Stock Option (right to buy)	$19.68	09/10/2025		M(1)			4,400	(8)	04/09/2027	Common Stock	4,400	$0	562,600	D
2016 Employee Stock Option (right to buy)	$14.03	09/11/2025		M(1)			40,909	(7)	10/11/2026	Common Stock	40,909	$0	362,544	D
2018 Employee Stock Option (right to buy)	$19.68	09/11/2025		M(1)			4,800	(8)	04/09/2027	Common Stock	4,800	$0	557,800	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) 1,232 shares sold for the cashless exercise of the stock options; and (ii) 6,441 shares sold to pay taxes in connection with the exercise of the stock options.

3. Includes an aggregate of approximately (i) 427 shares sold for the cashless exercise of the stock options; and (ii) 1,565 shares sold to pay taxes in connection with the exercise of the stock options.

4. Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $203.190 to $203.595, 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.

5. Includes an aggregate of approximately (i) 3,203 shares sold for the cashless exercise of the stock options; and (ii) 16,728 shares sold to pay taxes in connection with the exercise of the stock options.

6. Represents a weighted-average price. These shares were sold in multiple transactions at prices ranging from $208.11 to $208.78, 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.

7. The options vested in four equal annual installments beginning October 3, 2017.

8. The options vested 50% 4 years from the grant date with the remaining 50% vesting 5 years from the grant date.

Remarks:

Exhibit 24. Power of Attorney

	/s/ Daniela Gutierrez, as Attorney-in-Fact	09/12/2025
	** 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 did Vistra (VST) insider James A. Burke report on Form 4?

He reported option exercises and share sales on 09/10/2025 and 09/11/2025, executed pursuant to a Rule 10b5-1 trading plan adopted June 12, 2025.

How many shares does James A. Burke hold indirectly after the reported transactions?

701,514 shares are reported as indirectly owned through JAMEB, LP, plus trust holdings of 34,000 and 259 shares.

Were the insider sales part of a pre-established trading plan?

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

What option strike prices were involved in the exercises?

2016 options at $14.03 and 2018 options at $19.68 were exercised, as reported.

Did the Form 4 disclose prices for share sales?

Yes. Some sales used weighted-average prices (examples: ~$203.23 range and ~$208.75 range) with ranges disclosed in the filing.

Who signed the Form 4 and when?

The form was signed by an attorney-in-fact, Daniela Gutierrez, on 09/12/2025.