[Form 4] Vistra Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Vistra Corp. President and CEO James A. Burke show a series of option exercises and market sales executed under a Rule 10b5-1 plan adopted June 12, 2025. On 09/12/2025 and 09/15/2025 Mr. Burke exercised 71,491 options at strike prices of $14.03 and $19.68 and acquired corresponding common shares. The filings also report multiple share sales on those dates at weighted-average prices reported up to $210.70, with specific reported sale prices in ranges including $202.753 to $202.85 and $209.70. After the reported transactions, Mr. Burke directly beneficially owned 222,687 shares, and indirect ownership includes 701,514 shares via JAMEB, LP.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading parameters.
• Detailed disclosure of option vesting schedules and breakdowns for shares sold for taxes and cashless exercises.
• Significant indirect ownership retained: 701,514 shares held by JAMEB, LP.

Negative

• Notable reduction in direct holdings: direct beneficial ownership decreased to 222,687 shares after reported sales and exercises.
• Large share sales at high prices (weighted-average sale prices reported up to $210.70), which could be viewed as disposition of stock by the CEO.

Insights

Financial Analyst

TL;DR: CEO exercised vested options and sold shares under a 10b5-1 plan, modestly changing direct share ownership while maintaining substantial indirect holdings.

The Form 4 discloses option exercises totaling 71,491 shares across 2016 and 2018 grants and concurrent market sales executed pursuant to a Rule 10b5-1 plan adopted 06/12/2025. The filing provides weighted-average sale price ranges and explicit sale quantities, and shows direct beneficial ownership after transactions of 222,687 shares plus significant indirect holdings (701,514 shares via JAMEB, LP). These transactions are typical for option exercises with tax-withholding and cashless-exercise mechanics described in the explanations.

Corporate Governance Expert

TL;DR: Transactions follow pre-established trading plan; disclosures are detailed and include tax-withholding and cashless exercise clarifications.

The Form 4 indicates compliance with Rule 10b5-1 through a trading plan and provides granular explanatory notes on shares sold to cover taxes and for cashless exercises. Vesting schedules for the options are disclosed (2016 options vesting in four annual installments beginning 10/03/2017; 2018 options vesting 50% at four years and 50% at five years). The filing is thorough and includes weighted-average price ranges with offer to provide per-trade price detail upon request.

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)
09/12/2025

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	09/12/2025		M(1)		47,491	A	$14.03	236,623	D
Common Stock	09/12/2025		M(1)		4,800	A	$19.68	241,423	D
Common Stock	09/12/2025		S(1)		21,374(2)	D	$202.84(3)	220,049	D
Common Stock	09/15/2025		M(1)		19,200	A	$14.03	239,249	D
Common Stock	09/15/2025		M(1)		4,800	A	$19.68	244,049	D
Common Stock	09/15/2025		S(1)		2,162(4)	D	$210.7	241,887	D
Common Stock	09/15/2025		S(1)		19,200(5)	D	$209.7	222,687	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	09/12/2025		M(1)			47,491	(6)	10/11/2026	Common Stock	47,491	$0	315,053	D
2018 Employee Stock Option (right to buy)	$19.68	09/12/2025		M(1)			4,800	(7)	04/09/2027	Common Stock	4,800	$0	553,000	D
2016 Employee Stock Option (right to buy)	$14.03	09/15/2025		M(1)			19,200	(6)	10/11/2026	Common Stock	19,200	$0	295,853	D
2018 Employee Stock Option (right to buy)	$19.68	09/15/2025		M(1)			4,800	(7)	04/09/2027	Common Stock	4,800	$0	548,200	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) 1,802 shares sold for the cashless exercise of the stock options; and (ii) 8,739 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 $202.753 to $202.85, 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) 449 shares sold for the cashless exercise of the stock options; and (ii) 1,713 shares sold to pay taxes in connection with the exercise of the stock options.

5. Includes an aggregate of approximately (i) 1,291 shares sold for the cashless exercise of the stock options; and (ii) 7,050 shares sold to pay taxes in connection with the exercise of the stock options.

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	09/16/2025
	** 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 09/12/2025 and 09/15/2025?

He exercised a total of 71,491 options and executed market sales reported at weighted-average prices up to $210.70 under a Rule 10b5-1 plan.

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

The filing reports 222,687 shares directly beneficially owned after the transactions plus 701,514 shares indirectly owned via JAMEB, LP.

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

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025 as stated in the filing.

Did the Form 4 disclose reasons for share sales such as tax withholding or cashless exercises?

Yes. Explanations state shares were sold for the cashless exercise of options and to pay taxes, with approximate share counts provided for each.

What option grants were exercised and what were the strike prices?

Exercised grants include 2016 options with a $14.03 exercise price and 2018 options with a $19.68 exercise price.