Kirby Carrie Lee 4

What Happened

• Carrie Lee Kirby, Executive Vice President and Chief Administrative Officer of Vistra Corp. (VST), received an award of 79,444 shares (performance-based restricted stock units) that vested on February 24, 2026. The award is reported at $171.62 per share, valuing the grant at $13,634,179.
• To cover tax obligations tied to the vesting, the issuer withheld 30,418 shares (valued at $5,220,337) and 4,264 shares (valued at $731,788) on the same date. These withholdings are tax-related dispositions rather than open-market sales.

Key Details

• Transaction date: 2026-02-24; filing date: 2026-02-26 (reporting appears timely).
• Award (Code A): 79,444 shares @ $171.62 = $13,634,179.
• Withholdings (Code F): 30,418 shares @ $171.62 = $5,220,337; 4,264 shares @ $171.62 = $731,788. Total shares withheld = 34,682 (total ~$5.95M).
• Shares owned after transaction: not specified in the materials provided (see the Form 4 for the reported post-transaction ownership figure).
• Relevant footnotes from the filing:
  • F1: The performance criteria for the three-year period ended 12/31/2025 were certified by the company’s committee on 2/18/2026 (these were performance-based RSUs).
  • F2/F3: The 30,418 and 4,264 share transactions represent issuer withholding of shares to pay taxes in connection with RSU vesting; amounts/timing were determined by award terms and not within the reporting person’s control.

Context

• These transactions reflect the vesting of equity compensation (performance-based and time-based RSUs) and routine tax withholding by the company — not open-market sales or purchases by the insider. Withholding of shares to pay taxes is common with RSU vesting and does not necessarily signal insider buying or selling intent.