Item 5. Other Information
Item 5. OTHER INFORMATION
During the three months ended March 31, 2026, none of our officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," except as set forth below. Following a review and discussion of the availability, operation, and increase in market use of 10b5-1 plans, and after consideration of the varying open trading windows that are available during a calendar year to enter into market transactions regarding Company securities and other factors, the following directors have adopted 10b5-1 plans.
On March 12, 2026 , Scott Helm , a member of the Board of Directors of the Company, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (a 10b5-1 Plan). The 10b5-1 Plan provides for the potential sale of up to 50,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on December 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On March 13, 2026 , Gavin Baiera , a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 25,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on June 17, 2026 and will terminate on March 12, 2027 , subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On March 13, 2026 , Paul Barbas , a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 488 shares of our common stock with the proceeds intended to cover an estimated amount of taxes due upon vesting of equity awards in 2026. The 10b5-1 Plan will become effective on June 12, 2026 and will terminate on December 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On March 16, 2026 , Arcilia Acosta , a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 15,000 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on March 12, 2027 , subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
On March 16, 2026 , John R. Sult , a member of the Board of Directors of the Company, entered into a 10b5-1 Plan. The 10b5-1 Plan provides for the potential sale of up to 19,500 shares of our common stock. Any sales are subject to certain price limitations set forth in the 10b5-1 Plan such that the actual number of shares sold could vary if certain minimum stock prices are not met. The 10b5-1 Plan will become effective on June 15, 2026 and will terminate on December 31, 2026 , subject to earlier termination as provided in the 10b5-1 Plan. The 10b5-1 Plan was entered into during an open insider trading window in accordance with our Transactions in Securities Policy.
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VISTRA CORP.
Item 6. EXHIBITS
(a) Exhibits filed or furnished as part of Part II are:
Exhibits Previously Filed With File Number* As
Exhibit
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1 001-38086
Form 8-K
(filed March 7, 2023)
2.1 — Transaction Agreement, dated March 6, 2023, by and among Vistra Operations Company LLC, Black Pen Inc. and Energy Harbor Corp.
2.2 001-38086
Form 8-K
(filed May 21, 2025)
2.1 — Purchase and Sale Agreement, dated May 15, 2025, by and among Vistra Operations Company LLC, NEP Holdco 1, L.L.C., NatGas Fund Holdings, L.L.C., SEIF III NatGas Holdings, L.L.C. and Edgewater Parent, L.L.C.
2.3
001-38086
Form 8-K
(filed January 5, 2026)
2.1
— Purchase and Sale Agreement, dated as of December 31, 2025, by and among Q-Generation Holdings, LLC, Vistra Operations Company LLC and Vistra Corp.
2.4
001-38086
Form 8-K
(filed January 5, 2026)
2.2
— Agreement and Plan of Merger, dated as of December 31, 2025, by and among Hamilton Holdings II, LLC, Vistra Operations Company LLC, TSVME LLC and Q-Generation Holdings, LLC
(3(i)) Articles of Incorporation
3.1 001-38086
Form 8-K
(filed May 5, 2025)
3.1 — Amended and Restated Certificate of Incorporation of Vistra Corp.
3.2 001-38086
Form 8-K
(filed October 15, 2021)
3.1 — Series A Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on October 14, 2021
3.3 001-38086
Form 8-K
(filed December 13, 2021)
3.1 — Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021
3.4 001-38086
Form 8-K
(filed January 4, 2024)
3.1 — Series C Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023
(3(ii)) By-laws
3.5 001-38086
Form 8-K
(filed May 5, 2025)
3.2 — Amended and Restated Bylaws of Vistra Corp., effective May 2, 2025
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 001-38086
Form 8-K
(filed January 27, 2026)
4.2
— Twenty-Third Supplemental Indenture , dated as of January 22 , 2026 , among Vistra Operations Company LLC, as Issuer , the Subsidiary Guarantors, and Wilmington Trust, National Association , as Trustee
4.2
001-38086
Form 8-K
(filed January 27, 2026) 4.3
— Form of Rule 144A Global Security for 4.700% Senior Secured Note due 2031 (included in Exhibit 4.2)
4.3
001-38086
Form 8-K
(filed January 27, 2026) 4.4
— Form of Rule 144A Global Security for 5.350% Senior Secured Note due 2036 (included in Exhibit 4.2)
4.4
001-38086
Form 8-K
(filed January 27, 2026) 4.5
— Form of Regulation S Global Security for 4.700% Senior Secured Note due 2031 (included in Exhibit 4.2)
4.5
001-38086
Form 8-K
(filed January 27, 2026) 4.6
— Form of Regulation S Global Security for 5.350% Senior Secured Note due 2036 (included in Exhibit 4.2)
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VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
4.6
** — Twenty-Fourth Supplemental Indenture for the 4.300% Senior Notes due 2029, 3.70% Senior Notes due 2027, 6.950% Senior Notes due 2033, 6.000% Senior Notes due 2034, 5.050% Senior Notes due 2026, 5.700% Senior Notes due 2034, 4.300% Senior Notes due 2028, 4.600% Senior Notes due 2030, 5.250% Senior Notes due 2035, 4.700% Senior Notes due 2031, and 5.350% Senior Notes due 2036, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.7
** — Sixteenth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.8
** — Sixteenth Supplemental Indenture for the 5.00% Senior Notes due 2027, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.9
** — Tenth Supplemental Indenture for the 4.375% Senior Notes due 2029, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.10
** — Sixth Supplemental Indenture for the 7.750% Senior Notes due 2031, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.11
** — Fourth Supplemental Indenture for the 6.875% Senior Notes due 2032, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and Wilmington Trust, National Association, as Trustee
4.12
** — Eighth Supplemental Indenture for the 7.233% Senior Notes due 2028, dated February 25, 2026, by and among the Guaranteeing Subsidiaries, Vistra Operations Company LLC, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee
(31) Rule 13a-14(a) / 15d-14(a) Certifications
31.1 ** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 ** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32) Section 1350 Certifications
32.1 *** — Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *** — Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(95) Mine Safety Disclosures
95.1 ** — Mine Safety Disclosures
XBRL Data Files
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VISTRA CORP.
Exhibits Previously Filed With File Number* As
Exhibit
101.INS ** — The following financial information from Vistra Corp.'s Quarterly Report on Form 10-Q for the period ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Changes in Equity and (v) the Notes to the Condensed Consolidated Financial Statements
101.SCH ** — XBRL Taxonomy Extension Schema Document
101.CAL ** — XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ** — XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ** — XBRL Taxonomy Extension Label Linkbase Document
101.PRE ** — XBRL Taxonomy Extension Presentation Linkbase Document
104 ** — The Cover Page Interactive Data File does not appear in Exhibit 104 because its XBRL tags are embedded within the Inline XBRL document
____________________
* Incorporated herein by reference
** Filed herewith
*** Furnished herewith
69
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vistra Corp.
By: /s/ MARGARET MONTEMAYOR
Name: Margaret Montemayor
Title: Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: May 7, 2026
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