Form 4: Vistra CEO Exercises Options, Sells Shares Under 10b5-1 Plan

Sentiment:

Insider Transaction Report 12 September 2025 8:28 PM

Vistra Corp.'s President and CEO, James A. Burke, executed a series of stock option exercises and subsequent share sales, along with a gift, under a pre-arranged 10b5-1 trading plan.

Summary

James A. Burke, President and CEO, and Director of Vistra Corp. (VST), engaged in multiple transactions involving the company's common stock and employee stock options on September 10 and 11, 2025.
These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025.
On September 10, 2025, Burke exercised 17,600 2016 employee stock options at an exercise price of $14.03 per share and 4,400 2018 employee stock options at $19.68 per share.
Following these exercises, he sold 17,600 shares of common stock at $200.50 per share and 1,992 shares at a weighted-average price of $203.23 per share.
The sales on September 10 included approximately 1,232 shares for cashless exercise and 6,441 shares to pay taxes for the first sale, and 427 shares for cashless exercise and 1,565 shares to pay taxes for the second sale.
On September 11, 2025, Burke exercised 40,909 2016 employee stock options at $14.03 per share and 4,800 2018 employee stock options at $19.68 per share.
He subsequently sold 43,074 shares of common stock at a weighted-average price of $208.75 per share, which included approximately 3,203 shares for cashless exercise and 16,728 shares to pay taxes.
Additionally, on September 11, 2025, Burke disposed of 27,893 shares of common stock via a gift at a price of $0.
Following all reported transactions, Burke directly beneficially owns 189,132 shares of common stock and indirectly owns 701,514 shares through JAMEB, LP, 34,000 shares through the James A. Burke 2012 Irrevocable Trust, and 259 shares through the Marti E. Burke 2012 Irrevocable Trust.
He also holds remaining derivative securities, including 362,544 2016 Employee Stock Options and 557,800 2018 Employee Stock Options.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, these transactions were pre-planned under a 10b5-1 plan and largely involved covering option exercise costs and tax obligations, which is a common practice for executives. The executive retains significant direct and indirect holdings.

Positives

The exercise of stock options at significantly lower prices ($14.03 and $19.68) compared to the sale prices (ranging from $200.50 to $208.75) indicates substantial personal financial gain for the executive.
The transactions were conducted under a Rule 10b5-1 trading plan, which provides transparency and demonstrates a pre-planned approach to managing equity holdings, mitigating concerns about opportunistic insider trading.

Negatives

The net effect of the transactions is a reduction in James A. Burke's direct beneficial ownership of Vistra Corp. common stock, which some investors might interpret as a lack of confidence, despite the pre-planned nature.
A significant portion of the shares sold were used to cover cashless exercise costs and tax obligations, indicating a reduction in the executive's net equity position in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 filing reports routine insider transactions and does not provide specific insights into broader industry trends or competitive landscape within the energy sector.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Power of Attorney Grant	James A. Burke granted power of attorney to several individuals (Stephanie Zapata Moore, Carrie Lee Kirby, Yuki Whitmire, Daniela Gutierrez, Katherine Reilly) to prepare, execute, and submit SEC filings (Forms ID, 3, 4, 5, 144) and manage his EDGAR Next account. This ensures compliance with Section 16(a) of the Securities Exchange Act of 1934 and Rule 144.	July 31, 2025	Enhances efficiency and ensures timely and accurate compliance with SEC reporting requirements for the executive, reducing administrative burden and potential for errors in personal filings.

Related Party Transactions

The gift of 27,893 shares of common stock at a price of $0 on September 11, 2025, represents a related party transaction.
Indirect beneficial ownership of 701,514 shares through JAMEB, LP, a limited partnership jointly owned by the reporting person and his spouse, constitutes a related party holding.
Indirect beneficial ownership of 34,000 shares through the James A. Burke 2012 Irrevocable Trust and 259 shares through the Marti E. Burke 2012 Irrevocable Trust also represent related party holdings.

Stakeholder Impact

Shareholders: May observe a reduction in the CEO's direct ownership, but the pre-arranged 10b5-1 plan and the purpose of sales (taxes, exercise costs) typically mitigate concerns about a lack of confidence.
Employees: No direct impact mentioned in this filing.
Customers/Suppliers/Creditors: No direct impact mentioned in this filing.

Key Dates

Date	Description
October 3, 2017	Start of vesting for 2016 Employee Stock Options.
June 12, 2025	Rule 10b5-1 trading plan adopted by the reporting person.
July 31, 2025	Power of Attorney executed by James A. Burke.
September 10, 2025	First day of reported transactions, including option exercises and share sales.
September 11, 2025	Second day of reported transactions, including option exercises, share sales, and a gift.
September 12, 2025	Date the Form 4 was filed.
October 11, 2026	Expiration date for 2016 Employee Stock Options.
April 9, 2027	Expiration date for 2018 Employee Stock Options.

Recommendation

hold

The Form 4 details routine insider transactions by Vistra Corp.'s CEO, James A. Burke, involving the exercise of stock options and subsequent sale of shares, primarily to cover exercise costs and tax obligations, all executed under a pre-arranged 10b5-1 trading plan. Such transactions are common for executives and do not inherently signal a change in the company's fundamental outlook or warrant a shift from a 'hold' recommendation based solely on this filing.

Keywords

Vistra Corp, VST, James A. Burke, Insider Trading, Form 4, Stock Options, Share Sale, 10b5-1 Plan, CEO, Director, Energy Sector

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.