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[Form 4] Vistra Corp. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Insider trades by Vistra Corp. (VST) show the reporting person, James A. Burke (President and CEO and director), executed option exercises and share sales under a Rule 10b5-1 plan adopted on 06/12/2025. On 10/08/2025 he exercised 22,000 options at an exercise price of $19.68 and sold 17,600 shares at a weighted-average of $201.58 and 1,996 shares at $200.13. On 10/09/2025 he exercised 24,000 options at $19.68 and sold 21,365 shares at a weighted-average of $207.55.

Following these transactions, Mr. Burke directly beneficially owned 290,733 shares (after the 10/09/2025 exercise) and indirectly held 701,514 shares via JAMEB, LP, plus additional holdings in family trusts. Several sales reflect shares sold to cover option exercise costs and taxes as disclosed.

Positive

  • Transactions executed under a Rule 10b5-1 plan, indicating pre-arranged timing and reducing ad-hoc insider-sale signaling
  • Substantial ongoing ownership: direct holdings of 290,733 shares and indirect holdings of 701,514 via JAMEB, LP
  • Option exercise price of $19.68 shows options were exercised at a relatively low strike versus the sale prices (weighted-average up to $207.55)

Negative

  • Sizable open-market sales of shares (e.g., 21,365 shares sold on 10/09/2025) increase share supply in the short term
  • Weighted-average sale prices in excess of $200 imply material monetization of gains that could be perceived negatively by some investors

Insights

Options exercised then partially sold under a 10b5-1 plan; taxable-withholding and cashless exercises recorded.

The reporting person exercised a total of 46,000 employee stock options at an exercise price of $19.68 and sold blocks of shares across 10/08/2025 and 10/09/2025. Disclosures note portions of the sales were cashless exercises and shares sold to cover taxes, which is a common way executives monetize option gains while meeting tax obligations.

Key dependencies include the 10b5-1 plan parameters and the vesting schedule noted (50% at four years, remaining 50% at five years). Watch for additional scheduled vesting or further 10b5-1 transactions over the next 12 months that would affect open-market supply.

Insider sales are sizable but conducted under a pre-established trading plan, reducing signaling risk.

The reported sales—weighted-average sale prices up to $207.55—represent planned monetization rather than ad-hoc disposals; the filing explicitly cites the Rule 10b5-1 plan adopted on 06/12/2025. The direct beneficial ownership remained substantial after transactions, with direct holdings reported at 290,733 and indirect holdings via JAMEB, LP at 701,514.

From a market perspective, monitor short-term volume around these dates if assessing potential price impact, and review any future Form 4s for pattern changes within the next quarter.

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
Estimated average burden
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)
10/08/2025
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 10/08/2025 M(1) 22,000 A $19.68 286,329 D
Common Stock 10/08/2025 S(1) 17,600(2) D $201.58 268,729 D
Common Stock 10/08/2025 S(1) 1,996(3) D $200.13 266,733 D
Common Stock 10/09/2025 M(1) 24,000 A $19.68 290,733 D
Common Stock 10/09/2025 S(1) 21,365(4) D $207.55(5) 269,368 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
2018 Employee Stock Option (right to buy) $19.68 10/08/2025 M(1) 22,000 (6) 04/09/2027 Common Stock 22,000 $0 292,052 D
2018 Employee Stock Option (right to buy) $19.68 10/09/2025 M(1) 24,000 (6) 04/09/2027 Common Stock 24,000 $0 268,052 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) 1,724 shares sold for the cashless exercise of the stock options; and (ii) 6,250 shares sold to pay taxes in connection with the exercise of the stock options.
3. Includes an aggregate of approximately (i) 434 shares sold for the cashless exercise of the stock options; and (ii) 1,562 shares sold to pay taxes in connection with the exercise of the stock options.
4. Includes an aggregate of approximately (i) 2,281 shares sold for the cashless exercise of the stock options; and (ii) 8,550 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 $207.48 to $208.216, 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 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 10/10/2025
** 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 Corp. (VST) insider James A. Burke do on the 10/08–10/09/2025 trades?

He exercised 46,000 employee stock options at an exercise price of $19.68 and sold multiple share blocks, including 17,600, 1,996, and 21,365 shares on those dates.

Were these transactions part of a pre-arranged trading plan for VST?

Yes. The filing states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted on 06/12/2025.

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

The filing reports direct beneficial ownership of 290,733 shares and indirect ownership of 701,514 shares via JAMEB, LP, plus additional family trust holdings.

Why were some shares sold immediately after exercising options?

The filing explains certain shares were sold as part of cashless exercises and to pay taxes associated with the option exercises.

What prices were the shares sold at in these Form 4 transactions?

Sales occurred at weighted-average prices up to $207.55; one weighted-average price reported was $201.58, and another was $200.13.
Vistra Corp

NYSE:VST

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57.12B
336.22M
0.68%
93.03%
2.18%
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United States
IRVING