VST Form 4: Burke Exercises Options and Reports Multiple Sales in September 2025
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | 2016 Employee Stock Option (right to buy) | 40,909 | $0.00 | -- |
| Exercise | 2018 Employee Stock Option (right to buy) | 4,800 | $0.00 | -- |
| Exercise | Common Stock | 40,909 | $14.03 | $574K |
| Exercise | Common Stock | 4,800 | $19.68 | $94K |
| Sale | Common Stock | 43,074 | $208.75 | $8.99M |
| Gift | Common Stock | 27,893 | $0.00 | -- |
| Exercise | 2016 Employee Stock Option (right to buy) | 17,600 | $0.00 | -- |
| Exercise | 2018 Employee Stock Option (right to buy) | 4,400 | $0.00 | -- |
| Exercise | Common Stock | 17,600 | $14.03 | $247K |
| Sale | Common Stock | 17,600 | $200.50 | $3.53M |
| Exercise | Common Stock | 4,400 | $19.68 | $87K |
| Sale | Common Stock | 1,992 | $203.23 | $405K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 12, 2025. 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. 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. 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. 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. 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. The options vested in four equal annual installments beginning October 3, 2017. The options vested 50% 4 years from the grant date with the remaining 50% vesting 5 years from the grant date.
