[Form 4] Vistra Corp. Insider Trading Activity

Rhea-AI Filing Summary

James A. Burke, President and CEO of Vistra Corp. (VST), reported multiple option exercises and share transactions on 09/22/2025 and 09/23/2025 conducted under a Rule 10b5-1 trading plan. The filing shows exercises of 2016 and 2018 employee stock options at strike prices of $14.03 and $19.68, resulting in acquisition of option shares and related sales to cover exercise costs and taxes. Reported sales include an aggregate 21,362 shares on 09/22/2025 at a weighted-average price of $210.83 and additional sales on 09/23/2025 at weighted-average prices ~ $212 and $210, reducing Mr. Burke’s direct holdings from as high as 259,880 to as low as 235,880 shares in listed transactions. Indirect holdings include 701,514 shares held by JAMEB, LP and trusts totaling 34,259 shares.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating preplanned trades rather than opportunistic timing
• Reporting person retains substantial indirect ownership including 701,514 shares held by JAMEB, LP and additional family trust holdings

Negative

• Significant share sales reported: aggregate sales on 09/22/2025 and 09/23/2025 include 21,362 and additional thousands of shares sold at weighted-average prices above $210, reducing certain direct holdings
• Direct beneficial ownership declined in reported transactions (examples: positions noted at 259,880 reduced to 235,880 following reported sales)

Insights

Corporate Governance Expert

TL;DR: Routine, preplanned insider option exercises and sales under a 10b5-1 plan; maintains substantial indirect holdings.

The transactions were executed pursuant to a Rule 10b5-1 plan adopted June 12, 2025, indicating preplanned timing and reducing questions about opportunistic trading. Multiple option exercises at $14.03 and $19.68 generated shares that were partly sold for cashless exercise and tax withholding. Direct beneficial ownership fluctuated because of these exercises and sales, while material indirect holdings remain via JAMEB, LP and family trusts, preserving continued alignment with shareholders.

Securities Analyst

TL;DR: Material share disposals occurred but were tied to option exercises and a 10b5-1 plan, signaling limited incremental information for valuation.

Reported weighted-average sale prices (~$210.83 and ~$212.11) show the sales occurred at multi-hundred-dollar per-share levels. Aggregate reported sales on the filing include tens of thousands of shares, representing a meaningful cash realization by the reporting person but not an outright departure from ownership given continued indirect positions exceeding 700,000 shares. The filing provides clear transaction detail and explains shares sold for cashless exercise and taxes.

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

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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).

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)
09/22/2025

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	09/22/2025		M(1)		19,200	A	$14.03	252,442	D
Common Stock	09/22/2025		M(1)		4,800	A	$19.68	257,242	D
Common Stock	09/22/2025		S(1)		21,362(2)	D	$210.83(3)	235,880	D
Common Stock	09/23/2025		M(1)		19,200	A	$14.03	255,080	D
Common Stock	09/23/2025		M(1)		4,800	A	$19.68	259,880	D
Common Stock	09/23/2025		S(1)		2,160(4)	D	$212.11(5)	257,720	D
Common Stock	09/23/2025		S(1)		19,200(6)	D	$210	238,520	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	09/22/2025		M(1)			19,200	(7)	10/11/2026	Common Stock	19,200	$0	199,853	D
2018 Employee Stock Option (right to buy)	$19.68	09/22/2025		M(1)			4,800	(8)	04/09/2027	Common Stock	4,800	$0	524,200	D
2016 Employee Stock Option (right to buy)	$14.03	09/23/2025		M(1)			19,200	(7)	10/11/2026	Common Stock	19,200	$0	180,653	D
2018 Employee Stock Option (right to buy)	$19.68	09/23/2025		M(1)			4,800	(8)	04/09/2027	Common Stock	4,800	$0	519,400	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) 1,732 shares sold for the cashless exercise of the stock options; and (ii) 8,766 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 $210.458 to $210.87, 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) 446 shares sold for the cashless exercise of the stock options; and (ii) 1,714 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 $212.06 to $212.35, 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. Includes an aggregate of approximately (i) 1,289 shares sold for the cashless exercise of the stock options; and (ii) 7,051 shares sold to pay taxes in connection with the exercise of the stock options.

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	09/24/2025
	** 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.
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FAQ

What transactions did James A. Burke report on Form 4 for VST?

The filing reports option exercises and related sales on 09/22/2025 and 09/23/2025, including weighted-average sales at approximately $210.83 and $212.11 and acquisitions at option strike prices $14.03 and $19.68.

Were the trades preplanned or discretionary for VST insider trades?

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

How many shares does the reporting person indirectly own after these transactions?

The Form 4 lists 701,514 shares indirectly owned by JAMEB, LP and additional indirect holdings of 34,000 and 259 shares held in two family trusts.

Why were some shares sold following the option exercises?

The explanation states shares were sold for cashless exercise of options and to pay taxes in connection with the exercises.

How did these transactions affect direct beneficial ownership counts?

Reported direct holdings moved between reported lines: examples include 259,880, 255,080, 235,880, and 238,520 across the reported transactions.