[Form 4] Vistra Corp. Insider Trading Activity

Rhea-AI Filing Summary

James A. Burke, President and CEO and a director of Vistra Corp. (VST), reported multiple option exercises and open-market sales executed under a Rule 10b5-1 trading plan adopted June 12, 2025. On September 18-19, 2025, Burke exercised 48,000 stock options (19,200 at $14.03 and 4,800 at $19.68 on each date per the Form) and contemporaneously sold multiple blocks of common stock, including sales at weighted-average prices near $211.99 and $211.50 to cover cashless-exercise and tax-withholding obligations. After the reported transactions, the Form discloses direct and indirect beneficial ownership stakes, including 701,514 shares held indirectly by JAMEB, LP and additional shares held in two family trusts.

Positive

• Transactions executed under a Rule 10b5-1 plan, providing pre-established trading compliance and reducing appearance of opportunistic insider timing
• Detailed ownership disclosure showing continued substantial indirect holdings (701,514 shares) through JAMEB, LP and additional family trusts

Negative

• Large share sales reported (multiple blocks sold at weighted-average prices around $211.99 and $211.50), which reduced the reporting person’s direct holdings
• Significant option exercises (totaling 48,000 options exercised across the reported dates), representing near-term dilution risk if not previously accounted for

Insights

Financial Analyst

TL;DR: Routine insider option exercises and share sales under a 10b5-1 plan; ownership remains substantial via related entities.

The Form 4 documents the exercise of outstanding employee stock options at $14.03 and $19.68 and sales executed under a pre-established Rule 10b5-1 plan on September 18-19, 2025. The transactions include both cashless exercises and share sales to satisfy tax withholding. Material facts: option exercise counts, weighted-average sale prices near $212, and the continued indirect holding of 701,514 shares by JAMEB, LP. These disclosures are procedural and consistent with routine compensation monetization rather than an operational disclosure about the company.

Corporate Governance Expert

TL;DR: Disclosure follows standard insider-trading compliance; the 10b5-1 plan and trust holdings are properly noted.

The filing clearly indicates the transactions were effected pursuant to a Rule 10b5-1 plan adopted June 12, 2025, and provides detail on shares sold for cashless exercise and tax payments. Ownership breakdowns identify direct and indirect holdings, including family trusts and a jointly owned LP, which helps investors map potential control and voting influence. The report is complete with weighted-average prices and explanatory footnotes as required.

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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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)
09/18/2025

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	09/18/2025		M(1)		19,200	A	$14.03	247,168	D
Common Stock	09/18/2025		M(1)		4,800	A	$19.68	251,968	D
Common Stock	09/18/2025		S(1)		2,166(2)	D	$211.99(3)	249,802	D
Common Stock	09/18/2025		S(1)		19,200(4)	D	$213.31	230,602	D
Common Stock	09/19/2025		M(1)		19,200	A	$14.03	249,802	D
Common Stock	09/19/2025		M(1)		4,800	A	$19.68	254,602	D
Common Stock	09/19/2025		S(1)		21,360(5)	D	$211.5(6)	233,242	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	09/18/2025		M(1)			19,200	(7)	10/11/2026	Common Stock	19,200	$0	238,253	D
2018 Employee Stock Option (right to buy)	$19.68	09/18/2025		M(1)			4,800	(8)	04/09/2027	Common Stock	4,800	$0	533,800	D
2016 Employee Stock Option (right to buy)	$14.03	09/19/2025		M(1)			19,200	(7)	10/11/2026	Common Stock	19,200	$0	219,053	D
2018 Employee Stock Option (right to buy)	$19.68	09/19/2025		M(1)			4,800	(8)	04/09/2027	Common Stock	4,800	$0	529,000	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) 455 shares sold for the cashless exercise of the stock options; and (ii) 1,711 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 $211.98 to $212.00, 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) 1,269 shares sold for the cashless exercise of the stock options; and (ii) 7,059 shares sold to pay taxes in connection with the exercise of the stock options.

5. Includes an aggregate of approximately (i) 1,725 shares sold for the cashless exercise of the stock options; and (ii) 8,769 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 $211.43 to $212.09, 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. Options vested in four equal annual installments beginning October 3, 2017.

8. 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	09/22/2025
	** 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).
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FAQ

What insider transactions did James A. Burke (VST) report on the Form 4?

The Form 4 reports option exercises and sales on September 18-19, 2025, executed pursuant to a Rule 10b5-1 plan adopted on June 12, 2025.

How many stock options did Burke exercise and at what prices?

Burke exercised options totaling 48,000 shares: options with an exercise price of $14.03 and options with an exercise price of $19.68.

What were the weighted-average sale prices reported for the share disposals?

The Form reports weighted-average sale prices of approximately $211.99 and $211.50 for the reported share sales executed on those dates.

What beneficial ownership does the filing disclose after the transactions?

The filing discloses indirect holdings of 701,514 shares by JAMEB, LP and additional holdings of 34,000 and 259 shares by two family trusts, with various direct holdings also listed following the transactions.

Were the sales related to cashless exercise or tax withholding?

Yes; the explanatory notes state aggregated shares were sold for cashless exercise and to pay taxes in connection with the option exercises.