UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure
On November 14, 2025, pursuant to the Amended and Restated Tax Receivable Agreement, dated as of December 29, 2023 (“Agreement”), entered into by and between Vistra Corp. (“Company”) and Equiniti Trust Company, LLC, as transfer agent (“Transfer Agent”), pursuant to which the respective holders (“Holders”) of certain rights thereunder have beneficial interests in certain payments in respect of cumulative tax benefits realized by the Company (together with other benefits appertaining to such holders, the “TRA Rights”), the Company provided notice to such holders of an annual tax payment to be made in accordance with the terms of the Agreement.
For the subject taxable year of 2024, an annual tax payment with an aggregate value of $687,690 (which represents $590,353 as a return of basis and $97,337 as interest income) will be paid on December 1, 2025 to holders of record as of November 24, 2025, with such annual tax payment being paid in proportion to the holder’s respective ownership of TRA Rights. The Company estimates the value of each TRA Right on October 3, 2016 (the “TCEH Effective Date”) to equal $2.99924 and the Company has made approximately $57,221,909 of prior payments in respect of the TRA Rights.
Under Federal income tax law, paying agents may be required to withhold up to 30% of the interest income amount to be paid to particular Holders for their proportion of ownership of the TRA Rights if such Holder has failed to furnish a taxpayer identification number certified to be correct under penalties of perjury. Holders with questions regarding such withholdings may contact the Transfer Agent by phone at 1-800-937-5449 to inquire on the status of the account.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
SIGNATURES
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.
Dated: November 17, 2025
| VISTRA CORP. | ||
| By: | /s/ Kristopher E. Moldovan | |
| Name: | Kristopher E. Moldovan | |
| Title: | Executive Vice President and Chief Financial Officer | |