VSTVistra Corp.
Vistra is an integrated retail electricity and power generation company that provides essential power resources to customers, businesses, and communities from California to Maine. 10-K, Item 1
Deals between VST and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-18 reports that the one filed 2025-03-19 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-19.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 1 paragraph of the proxy filed 2025-03-19 with nothing like them this year
BUSINESS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS POLICY“Our policy requires that a related person transaction will only be permitted if: (i) the Audit Committee approves or ratifies the transaction in accordance with the policy (which requires that the transaction be on terms comparable to”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
TABLE OF CONTENTS Corporate Governance“related person in the transaction, and whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.”
Read it in the proxy ↗
The whole section 7 paragraphs, proxy filed 2026-03-18
BUSINESS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS POLICY“As set forth in the Corporate Governance Guidelines, the Board has adopted a written policy relating to the approval of transactions with related persons. In general, for purposes of our policy, a related party transaction is a transaction to which (i) we are a participant and (ii) the amount involved exceeds $120,000, with respect to which a related person will have a direct or indirect material interest. As set forth in our policy, a “related person” is an executive officer, director or nominee for director of ours, a person known to us to be the beneficial owner of more than 5% of our voting securities, an immediate family member of an executive officer, director, nominee for director or 5% stockholder, and any entity owned or controlled by any of the foregoing individuals or in which any such individual serves as an executive officer or general partner or, together with any other such individuals, owns 10% or more of the equity interests of such an entity.”
Read it in the proxy ↗
BUSINESS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS POLICY“Our policy requires that a related person transaction will only be permitted if: (i) the Audit Committee, consisting of at least two disinterested directors, reviews and approves the transaction in accordance with the policy (which requires that the transaction be on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party), (ii) the Audit Committee determines that such transaction is in, or not inconsistent with, the interests of the Company and its stockholders in good faith based on all of the information available to them, and (iii) no member of the Audit Committee participates in review or approval of any transaction if such member is a party to the act or transaction, such member has a material interest in the act or transaction, or such member has a material relationship with a person that has a material interest in the act or transaction. In reviewing and approving any related person transaction, the Audit Committee may take into account such factors as they deem appropriate, including the nature of the relationship, the interest of the”
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TABLE OF CONTENTS Corporate Governance“related person in the transaction, and whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.”
Read it in the proxy ↗
TABLE OF CONTENTS Corporate Governance“Since January 1, 2025, there have been no related person transactions. A copy of our related person transactions policy is included in our Corporate Governance Guidelines and is available on the Company’s website at www.vistracorp.com/corporate-governance.”
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CHARITABLE CONTRIBUTIONS“During 2025, we did not make any contributions to any charitable organization in which an independent director served as an executive officer in 2025.”
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INSIDER TRADING POLICY AND PROHIBITION ON HEDGING AND PLEDGING“Vistra has adopted an insider trading policy that governs transactions in our securities by our directors, officers, employees and their respective related persons, as well as transactions by Vistra, that Vistra believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards.”
Read it in the proxy ↗
INSIDER TRADING POLICY AND PROHIBITION ON HEDGING AND PLEDGING“Under Vistra’s insider trading policy, members of the Board and all of Vistra’s officers and employees, together with their respective related persons, shall not engage, directly or indirectly, in any derivative transactions involving any securities of Vistra, including pledges of Vistra securities as collateral or short sales thereof. This policy includes, without limitation, hedging transactions, pledging Vistra securities as collateral or engaging in short sales of Vistra securities.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on VST in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/VST/export.csv") into a cell.