Dore Stacey H 4

What Happened

• Stacey H. Dore, Executive Vice President & Chief Strategy Officer of Vistra (VST), received a grant of 134,444 shares (performance-based and/or restricted stock units) on 2026-02-24 at an attributable value of $171.62 per share (total ~$23,073,279).
• To satisfy tax withholding obligations tied to the vesting, the issuer withheld 52,057 shares (≈ $8,934,022) and 7,215 shares (≈ $1,238,238), for a total of 59,272 shares withheld (~$10,172,260). Net shares delivered to the reporting person on vesting were 75,172 shares (134,444 granted minus 59,272 withheld).
• This was an award/vesting event (code A for award, code F for withholding), not an open-market purchase or discretionary sale.

Key Details

• Transaction date: 2026-02-24; Filing date: 2026-02-26 (filed within the usual 2-business-day Form 4 window).
• Price per share used for valuation/withholding: $171.62.
• Shares granted: 134,444 (value ≈ $23,073,279). Withheld for taxes: 52,057 (≈ $8,934,022) and 7,215 (≈ $1,238,238). Net shares issued: 75,172.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 notes certification of performance-based RSU performance metrics for the three-year period ending 12/31/2025 (certified 2/18/2026). F2 and F3 state the withheld shares were used to pay taxes per award terms and were not within the reporting person’s control.
• Exhibit: Power of Attorney (Exhibit 24) attached to the filing.

Context

• This was a vesting/award event (performance-based RSUs certified by the Compensation Committee), with the company withholding shares to cover tax obligations — a routine, non-discretionary withholding rather than an active sale by the insider.
• For retail investors: awards and tax-withholdings are administrative and do not necessarily signal the insider’s view of the stock; purchases by insiders tend to be more indicative of bullish sentiment.