UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 617, 2025

VISTRA CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38086

36-4833255

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


6555 Sierra Drive
Irving, TX		75039
(Address of principal executive offices)		(Zip Code)

(214) 812-4600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	~~TradingSymbol~~Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	VST	New York Stock Exchange
		Indicate by check NYSE Texas
(indicate by check mark)
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 7.0201. ~~Results~~Regulation ofFD ~~Operations~~Disclosure ~~and Financial Condition.~~

On November 614, 2025, ~~Vistra~~pursuant ~~Corp.~~to (the ~~“Company”)~~Amended ~~issued~~and aRestated ~~news~~Tax ~~release~~Receivable ~~announcing~~Agreement, ~~among~~dated ~~other~~as ~~matters~~of December 29, ~~its~~2023 ~~financial~~(“Agreement”), ~~results~~entered ~~for~~into ~~the~~by ~~quarter~~and ~~ended~~between ~~September 30,~~Vistra ~~2025~~Corp. A(“Company”) ~~copy~~and ofEquiniti ~~such~~Trust ~~news~~Company, ~~release~~LLC, isas ~~furnished~~transfer ~~herewith~~agent as(“Transfer ~~Exhibit~~Agent”), ~~99.1~~pursuant to ~~this~~which ~~Current~~the ~~Report~~respective onholders ~~Form 8-K. In~~(“Holders”) ~~accordance~~of ~~with~~certain ~~General~~rights ~~Instruction~~thereunder ~~B.2~~have ofbeneficial ~~Form 8-K, the~~interests ~~information~~in ~~set~~certain ~~forth~~payments in ~~this~~respect ~~Item~~of ~~2.02~~cumulative ~~and~~tax inbenefits realized by the ~~attached~~Company ~~Exhibit~~(together ~~99.1~~with isother ~~deemed~~benefits appertaining to besuch ~~furnished~~holders, ~~and~~the ~~shall~~“TRA ~~not~~Rights”), bethe ~~deemed~~Company toprovided benotice ~~“filed”~~to ~~for~~such ~~purposes~~holders of ~~Section 18~~an ofannual ~~the~~tax ~~Securities~~payment ~~Exchange~~to ~~Act~~be ofmade ~~1934,~~in asaccordance ~~amended~~with (the ~~“Exchange~~terms ~~Act”)~~of the Agreement.

~~Item~~For 9the 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.~~01.~~ ~~Financial~~The ~~Statements~~Company estimates the value of each TRA Right on October 3, 2016 (the “TCEH Effective Date”) to equal $2.99924 and ~~Exhibits~~the Company has made approximately $57,221,909 of prior payments in respect of the TRA Rights.

~~(d)~~Under ~~Exhibits~~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.

ExhibitNo.		Description
99.1		News release dated November 6, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

	Vistra Corp.
Dated: November 6, 2025	/s/ Margaret Montemayor
	Name:	Margaret Montemayor
	Title:	Senior Vice President and Chief Accounting Officer

Dated: November 17, 2025


VISTRA CORP.

By:		/s/ Kristopher E. Moldovan
Name:		Kristopher E. Moldovan
Title:		Executive Vice President and Chief Financial Officer

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