Vistra Corp.VST
Vistra Corp. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
Vistra 2016 Omnibus Incentive Plan
On the Effective Date, the Board adopted the 2016 Omnibus Incentive Plan (2016 Incentive Plan), under which an aggregate of 22,500,000 shares of our common stock were reserved for issuance as equity-based awards to our non-employee directors, employees, and certain other persons. Following approval of the Board and approval by the stockholders at the 2019 and 2024 annual meetings of the Company, the 2016 Incentive Plan was amended to increase the maximum number of shares reserved for issuance under the 2016 Incentive Plan to 37,500,000 and 43,000,000, respectively. The Board or any committee duly authorized by the Board will administer the 2016 Incentive Plan and has broad authority under the 2016 Incentive Plan to, among other things: (a) select participants, (b) determine the types of awards that participants are to receive and the number of shares that are to be subject to such awards, and (c) establish the terms and conditions of awards, including the price (if any) to be paid for the shares of the award. The types of awards that may be granted under the 2016 Incentive Plan include stock options, RSUs, restricted stock, performance awards, and other forms of awards granted or denominated in shares of Vistra common stock, as well as certain cash-based awards.
If any stock option or other stock-based award granted under the 2016 Incentive Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Vistra common stock underlying any unexercised award shall again be available for awards under the 2016 Incentive Plan. If any shares of restricted stock, performance awards or other stock-based awards denominated in shares of Vistra common stock awarded under the 2016 Incentive Plan are forfeited for any reason, the number of forfeited shares shall again be available for purposes of awards under the 2016 Incentive Plan. Any award under the 2016 Incentive Plan settled in cash shall not be counted against the maximum share limitation. No awards under the 2016 Incentive Plan have been settled in cash since the Effective Date.
As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2016 Incentive Plan and any outstanding awards, as well as the exercise or purchase price of awards, and performance targets under certain types of performance-based awards, are required to be adjusted in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the Vistra stockholders.
Stock-Based Compensation Expense
Stock-based compensation expense is reported as SG&A in the consolidated statements of operations as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Total stock-based compensation expense | $ | 113 | $ | 100 | $ | 77 | |||||||||||
| Income tax benefit | (25) | (23) | (18) | ||||||||||||||
| Stock based-compensation expense, net of tax | $ | 88 | $ | 77 | $ | 59 | |||||||||||
Stock Options
Stock options outstanding at December 31, 2025 are all held by current or former employees. The following table summarizes our stock option activity:
| Year Ended December 31, 2025 | |||||||||||||||||||||||
| Stock Options (in thousands) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||
| Total outstanding at beginning of period | 3,600 | $ | 19.97 | 3.5 | $ | 424.4 | |||||||||||||||||
| Exercised | (2,216) | $ | 18.89 | ||||||||||||||||||||
| Forfeited or expired | (6) | $ | 22.97 | ||||||||||||||||||||
| Total outstanding at end of period | 1,378 | $ | 21.69 | 3.0 | $ | 192.4 | |||||||||||||||||
| Exercisable at December 31, 2025 | 1,378 | $ | 21.69 | 3.0 | $ | 192.4 | |||||||||||||||||
As of December 31, 2025, there was no unrecognized compensation cost related to unvested stock options granted under the 2016 Incentive Plan and no new options were issued in the years ended December 31, 2025, 2024 and 2023.
Restricted Stock Units
The following table summarizes our restricted stock unit activity:
| Year Ended December 31, 2025 | |||||||||||
| Restricted Stock Units (in thousands) | Weighted Average Grant Date Fair Value | ||||||||||
| Total nonvested at beginning of period | 3,054 | $ | 34.30 | ||||||||
| Granted | 518 | $ | 127.91 | ||||||||
| Vested | (1,624) | $ | 30.69 | ||||||||
| Forfeited | (124) | $ | 53.61 | ||||||||
| Total nonvested at end of period | 1,824 | $ | 62.71 | ||||||||
As of December 31, 2025, $54 million of unrecognized compensation cost related to unvested restricted stock units granted under the 2016 Incentive Plan are expected to be recognized over a weighted average period of approximately 1.6 years.
Performance Stock Units
We also issue Performance Stock Units (PSUs) to certain members of management on an annual basis. All PSUs have a year performance period and a payout opportunity of 0-200% of target (100%), which is intended to be settled in shares of Vistra common stock. We recognized compensation expense associated with PSUs of $46 million, $54 million, and $36 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we have $54 million of unrecognized compensation cost associated with PSUs.
Employee Stock Purchase Plan (ESPP)
The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1% and 10% of their eligible compensation to purchase shares of Vistra common stock at the lesser of 85% of its market value on the offering date or 85% of the fair market value on the exercise date. An offering date occurs each January 1 and July 1 and an exercise date occurs each June 30 and December 31 beginning in 2026. The ESPP allows for the issuance of 1,000,000 shares of our common stock, all of which were available for purchase pursuant to the ESPP as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.