---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-002418"
form_type: "8-K"
ticker: "VST"
cik: "0001692819"
company_name: "Vistra Corp."
filed_at: "2024-01-04T23:59:59+00:00"
generated_at: "2026-06-07T04:04:30.377537+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Vistra repurchases ~74% of TRA rights for ~$476M in Series C preferred stock

## Summary
- Repurchased 68% of outstanding TRA rights and agreed to repurchase additional 6% for ~$476M total consideration in Series C 8.875% Preferred Stock.
- Series C Preferred Stock has 8.875% dividend rate through Jan 2029, then resets at 5-year Treasury + 5.045% (floor 3.83%).
- Amended TRA removed Company's reporting obligations, limited transferability, and modified change-of-control definition.
- Series C preferred ranks senior to common, pari passu with existing Series A and B preferred, with $1,000 liquidation preference.
- Approximately 74% of TRA rights holders consented to the amendments and the transaction.

## SEC filing metadata
- accession: 0001193125-24-002418
- form_type: 8-K
- ticker: VST
- cik: 0001692819
- company_name: Vistra Corp.
- filed_at: 2024-01-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692819/000119312524002418/0001193125-24-002418-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692819/000119312524002418/d694804d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-002418
- JSON: https://secwatch.observer/filing/0001193125-24-002418.json
- Plain text: https://secwatch.observer/filing/0001193125-24-002418.txt

## Key facts
- Material Agreements
  Vistra Corp. entered into a equity purchase with Selling Holders valued at approximately $476 million (effective 2023-12-29).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Selling Holders
  - Value: approximately $476 million
  - Effective: 2023-12-29
  source text: On December 29, 2023, Vistra Corp. (the “Company”) repurchased (the “Repurchase”) approximately 68% and agreed to repurchase (the “Agreed Repurchase) an additional approximately 6% of the outstanding beneficial interests in the rights (the “TRA Rights”) to receive payments under the Tax Receivable Agreement, dated October 3, 2016 (the “TRA”), from a select group of registered holders of the TRA Rights (“Selling Holders”) in exchange for consideration of $1.50 per repurchased TRA Right, totaling an aggregate purchase price for the Repurchase and the Agreed Repurchase of approximately $476 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692819/000119312524002418/0001193125-24-002418-index.htm
- Material Agreements
  Vistra Corp. amended A&R TRA with holders of approximately 74% of the outstanding TRA Rights (effective 2023-12-29).
  - Action: amendment
  - Counterparty: holders of approximately 74% of the outstanding TRA Rights
  - Effective: 2023-12-29
  source text: holders of approximately 74% of the outstanding TRA Rights consented to certain amendments to the TRA which were effected in an Amended and Restated Tax Receivables Agreement (the “A&R TRA”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692819/000119312524002418/0001193125-24-002418-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.