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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

Vistra Corp. (VST) reporting person James A. Burke, who is President, CEO and a director, executed stock option exercises and related share sales under a Rule 10b5-1 plan adopted on 06/12/2025. On 10/02/2025 and 10/03/2025 he exercised a total of 48,000 options with an exercise price of $19.68 and acquired the same number of shares.

Concurrent with those exercises, the filing shows total reported sales of approximately 42,742 shares (including shares sold to cover taxes and for cashless exercise) at weighted-average prices around $204.06 to $205.73. After the transactions, Mr. Burke beneficially owns 277,815 shares directly and an additional 701,514 shares indirectly via JAMEB, LP, plus holdings in two irrevocable trusts, for a combined meaningful ownership position.

Positive

  • Transactions executed under a Rule 10b5-1 plan, indicating pre-authorization and reduced concerns about opportunistic timing
  • Options exercised at $19.68 strike while share sales occurred above $204, implying substantial intrinsic value realized

Negative

  • Large share sales totaling ~42,742 shares were reported, which could modestly increase float available to the market
  • Significant portion of option proceeds used to pay taxes and settle exercises, indicating most exercised shares were not retained

Insights

Insider executed option exercises and sold most of the resulting shares under a pre-established 10b5-1 plan.

The reporting person exercised 48,000 options at an exercise price of $19.68, receiving 48,000 common shares that were subsequently partly sold through transactions at weighted-average prices around $204.06$205.73. The filing states the trades were effected under a Rule 10b5-1 trading plan adopted 06/12/2025, which indicates the transactions were pre-authorized.

The main dependency is the 10b5-1 plan terms; investors should note these sales include shares sold for cashless exercise and to pay taxes. Near term, monitor any future Form 4s for additional scheduled sales under the plan and changes in total beneficial ownership.

Substantial option exercises at low strike relative to market produced significant gross proceeds, with most shares sold to cover obligations.

The exercised options carried a $19.68 strike while sale prices were above $204, creating a large intrinsic gain per share at exercise. The filing discloses approximately 2,322 and 2,314 shares were sold in the two exercises for cashless settling and around 8,534 and 8,538 shares sold to satisfy tax withholding, respectively, showing routine tax-related dispositions tied to option exercises.

Implications include increased realized proceeds for the reporting person and no immediate change to the option grant schedule; options retain remaining exercisability and vesting structure noted in the filing with final vesting dates through 04/09/2027. Watch for additional tax-related or planned sales as options vest.

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)
10/02/2025
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 10/02/2025 M(1) 24,000 A $19.68 277,815 D
Common Stock 10/02/2025 S(1) 21,371(2) D $204.06(3) 256,444 D
Common Stock 10/03/2025 M(1) 24,000 A $19.68 280,444 D
Common Stock 10/03/2025 S(1) 21,282(4) D $204.82(5) 259,162 D
Common Stock 10/03/2025 S(1) 89(4) D $205.73 259,073 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 10/02/2025 M(1) 24,000 (6) 04/09/2027 Common Stock 24,000 $0 386,052 D
2018 Employee Stock Option (right to buy) $19.68 10/03/2025 M(1) 24,000 (6) 04/09/2027 Common Stock 24,000 $0 362,052 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) 2,322 shares sold for the cashless exercise of the stock options; and (ii) 8,534 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 $204.04 to $204.295, 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. These sales include an aggregate of approximately (i) 2,314 shares sold for the cashless exercise of the stock options; and (ii) 8,538 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 $204.68 to $205.58, 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 10/06/2025
** 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 (VST) insider James A. Burke do on 10/02/2025 and 10/03/2025?

He exercised a total of 48,000 options at an exercise price of $19.68 and reported sales of approximately 42,742 shares under a 10b5-1 trading plan.

Were the trades pre-authorized for VST insider transactions?

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

At what prices were the VST shares sold?

Sales occurred at weighted-average prices in reported ranges from $204.04 to $205.73, with specific weighted averages disclosed in the filing.

How much ownership does James A. Burke retain after these transactions?

The filing shows 277,815 shares directly and 701,514 shares indirectly via JAMEB, LP, plus additional trust holdings, reflecting a substantial combined ownership stake.

Were any shares sold to cover taxes or for cashless exercise?

Yes. The filing discloses approximately 2,322 and 2,314 shares sold for cashless exercise and about 8,534 and 8,538 shares sold to pay taxes in the two reported transactions.
Vistra Corp

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