BURKE JAMES A 4

What Happened
James A. Burke, President & CEO and a director of Vistra Corp. (VST), was awarded 320,000 performance-based restricted stock units (RSUs) that vested on Feb 24, 2026 (grant/acquisition coded "A"). The award was valued at $171.62 per share for a total grant value of $54,918,400. To satisfy tax withholding requirements, the company withheld 125,048 shares (value $21,460,738) and 13,992 shares (value $2,401,307), for a total of 139,040 shares withheld (total value $23,862,045). Net shares delivered to Burke after withholding were 180,960 (net value ≈ $31,056,355).

Key Details

• Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (covers period 2/24/2026).
• Prices: $171.62 per share for the award and withholding calculations.
• Awards: 320,000 performance-based RSUs (code A).
• Withholding: 125,048 shares and 13,992 shares withheld to pay taxes (code F); these appear as disposals on the Form 4.
• Footnotes: F1 — performance targets for the 3-year period ended Dec 31, 2025 were certified by the Board committee on Feb 18, 2026. F2/F3 — the withheld disposals were determined by award terms and not within the reporting person’s control.
• Shares owned after transaction: Not disclosed on this filing.
• Filing timeliness: Filed two days after the transaction date; no late filing flag noted.

Context
This was a vesting of performance-based RSUs, not an open-market buy or sale. The withheld-share transactions are routine tax withholding (a cashless settlement mechanism) and do not necessarily signal a change in the insider’s view of the company. Performance certification by the compensation committee triggered the vesting.