HUDSON SCOTT A 4

What Happened
Scott A. Hudson, EVP & President of Vistra Retail, was awarded/received 117,332 shares (performance-based restricted stock units) valued at $171.62 each for a total of $20,136,518 on 2026-02-24. To cover tax obligations tied to the vesting, the company withheld 45,323 shares (worth $7,778,333) and an additional 6,296 shares (worth $1,080,520), leaving 65,713 net shares delivered to Hudson (net value ≈ $11,277,665). This was a compensation vesting event (award), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-02-24; price per share used for valuation: $171.62.
  • Award/Acquisition (A): 117,332 shares; $20,136,518 total.
  • Tax withholding (F): 45,323 shares; $7,778,333 total.
  • Tax withholding (F): 6,296 shares; $1,080,520 total.
• Net shares delivered after withholdings: 65,713 shares (net value ≈ $11.28M).
• Footnotes: The 117,332 shares are performance-based RSUs certified by the Social Responsibility and Compensation Committee for the three-year period ended 12/31/2025 (certified 2/18/2026). The disposals represent issuer share-withholding to satisfy tax liabilities (per award terms).
• Filing: Form 4 filed 2026-02-26 reporting the 2026-02-24 transaction (appears timely).

Context
This was a standard vesting and tax-withholding event for restricted stock units (performance and time-based), not a market sale or exercise of options. Withholding of shares to cover taxes is common and does not necessarily indicate a change in insider sentiment. Transaction codes: A = Award/Acquisition, F = Withholding to cover taxes.