Form 8-K - Current report

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 15, 2023

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	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share	VST	New York Stock Exchange
Warrants	VST.WS.A	New York Stock Exchange

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 7.01.

Regulation FD Disclosure

On November 15, 2023, pursuant to the Tax Receivable Agreement, dated as of October 3, 2016 (“Agreement”), entered into by and between Vistra Corp. (f/k/a Vistra Energy Corp. and TEX Energy LLC) (“Company”) and Equiniti Trust Company, LLC (as successor by merger to American Stock Transfer & 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 2022, an annual tax payment with an aggregate value of $9,408,109 (which represents $8,468,590 as a return of basis and $939,519 as interest income) will be paid on December 4, 2023 to holders of record as of November 27, 2023. The Company estimated the value of each TRA Right as of October 3, 2016 (the “TCEH Effective Date”) to equal $2.99924 and the Company has made approximately $47.4 million 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 15, 2023


VISTRA CORP.

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

Document and Entity Information	Nov. 15, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001692819
Document Type	8-K
Document Period End Date	Nov. 15, 2023
Entity Registrant Name	VISTRA CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-38086
Entity Tax Identification Number	36-4833255
Entity Address, Address Line One	6555 Sierra Drive
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	(214)
Local Phone Number	812-4600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	VST
Security Exchange Name	NYSE
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants
Trading Symbol	VST.WS.A
Security Exchange Name	NYSE