Paramount Gold (PZG) awards director three 8,500-unit RSU grants

Rhea-AI Filing Summary

Paramount Gold Nevada Corp. director Samantha Espley received three grants of restricted stock units on December 22, 2025. Each grant covers 8,500 RSUs, with each unit equivalent to one share of common stock and recorded at a price of $0 as equity compensation.

The RSUs were issued under the 2016 Stock Incentive and Equity Compensation Plan with distinct vesting triggers: one tranche vests upon receipt of final state and federal permits for the Grassy Mountain Project, another vests if the company’s share price outperforms the average of a 12‑company peer group over the 12‑month period ending December 31, 2026, and the third vests three years from the grant date. The company notes the form was filed late due to delays during the reporting person’s initial enrollment and account authorization in the SEC’s EDGAR Next system.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Espley Samantha Jane

(Last) (First) (Middle)

625 ANDERSON STREET

(Street)

WINNEMUCCA NV 89445

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Gold Nevada Corp. [ PZG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSU	(1)	12/22/2025		A		8,500		(2)	(3)	Common Stock	8,500	$0	28,500	D
RSU	(1)	12/22/2025		A		8,500		(4)	(5)	Common Stock	8,500	$0	37,000	D
RSU	(1)	12/22/2025		A		8,500		(6)	(7)	Common Stock	8,500	$0	45,500	D

Explanation of Responses:

1. Each restricted stock unit is equivalent to one share of the Company's common stock.

2. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest on the receipt of the final state and federal permits for the Grassy Mountain Project.

3. The restricted stock units will vest and be delivered to the reporting person upon the delivery of the final state and federal permits for the Grassy Mountain Project.

4. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest upon the Company's share price outperforming the average share price of the 12 peer group companies over the 12 month period ending December 31, 2026.

5. The restricted stock units will vest and be delivered to the reporting person upon the Company's share price outperforming the average share price of the 12 peer group companies over the 12 month period ending December 31, 2026.

6. The restricted stock units were granted under the 2016 Stock Incentive and Equity Compensation Plan and will vest three years from the date of grant.

7. The restricted stock units will vest and be delivered to the reporting person three years from date of grant.

Remarks:

This form is being filed late due to delays encountered during the reporting person's initial enrollment and account authorization within the SEC's EDGAR Next System.

	Samantha Espley	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Paramount Gold Nevada’s (PZG) latest Form 4 report for director Samantha Espley?

The filing reports three equity awards to director Samantha Espley, each for 8,500 restricted stock units granted on December 22, 2025. These RSUs are issued under the 2016 Stock Incentive and Equity Compensation Plan and carry performance- and time-based vesting conditions tied to permits, share-price performance, and service.

How many RSUs did Paramount Gold (PZG) grant and at what price?

Paramount Gold granted three separate awards of 8,500 restricted stock units to its director, all dated December 22, 2025. Each restricted stock unit is equivalent to one share of common stock, and the grants are recorded at a price of $0 per unit as equity compensation.

What are the vesting conditions for the new RSUs reported by PZG?

The RSUs vest under three structures: one tranche on receipt of final state and federal permits for the Grassy Mountain Project, another upon 12‑month share-price outperformance versus a 12‑company peer group through December 31, 2026, and a third three years from the grant date.

How is the Grassy Mountain Project linked to the Paramount Gold (PZG) RSU awards?

One RSU grant vests when the company receives final state and federal permits for the Grassy Mountain Project. A related footnote states that vesting and delivery of those restricted stock units occur upon delivery of these permits, directly tying part of the equity award to this permitting milestone.

Why was this Paramount Gold (PZG) Form 4 for Samantha Espley filed late?

The filing states that the Form 4 is being submitted late because of delays during Samantha Espley’s initial enrollment and account authorization within the SEC’s EDGAR Next system. This explanation is provided in the remarks section as the reason for the untimely submission.

What performance condition involving peers affects some of Espley’s RSUs at Paramount Gold (PZG)?

Certain RSUs vest only if Paramount Gold’s share price outperforms the average share price of 12 peer group companies. This performance test is measured over the 12‑month period ending December 31, 2026, and vesting and delivery of those units depend on meeting that relative share-price condition.