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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report August 17, 2026
(Date of earliest
event reported)
VISTA GOLD CORP.
(Exact
Name of Registrant as Specified in Charter)
British Columbia, Canada
(State or Other Jurisdiction
of Incorporation)
|
001-9025
(Commission File Number) |
Not Applicable
(IRS Employer Identification No.) |
8310 S. VALLEY HWY, suite 300, ENGLEWOOD, colorado 80112
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number, including area code: (720) 981-1185
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 240.14a-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 Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Shares |
VGZ |
NYSE American |
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. ¨
Explanatory Note
Vista Gold Corp. (the “Company”) is filing this Amendment No. 1 to its Current Report
on Form 8-K (the “Amendment”) originally filed with the Securities and Exchange Commission on August 17, 2026 (the “Original
Form 8-K”). This Amendment is being filed solely to provide the terms of the Executive Service Agreement (the “Employment
Agreement”), dated September 12, 2026, by and between Vista Gold Australia Pty Ltd (the “Vista
Australia”) and Gavin Ferguson, which had not been entered into as of the date of the Original Form 8-K. Except as set forth
herein, this Amendment does not amend, update or otherwise modify the Original Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2026, the Company and Mr. Ferguson entered into the Employment Agreement,
effective September 7, 2026 (the “Commencement Date”), in connection with Mr. Ferguson’s appointment as Managing Director
of Vista Australia, as contemplated by and consistent with the terms previously disclosed in the Original Form 8-K. Under the Employment
Agreement, Vista Australia is the employer and is responsible for salary and benefits, while the Company administers the initial grant
of 600,000 restricted stock units (the “RSUs”) pursuant to its long-term equity incentive plan, as described in the Original
Form 8‑K.
The Employment Agreement is governed by the laws of Western Australia and provides
that either party may terminate Mr. Ferguson’s employment upon six months’ written notice. Vista Australia may, at its discretion
and subject to applicable law, (i) make a payment in lieu of notice, (ii) require Mr. Ferguson to take annual leave during the notice
period, or (iii) require Mr. Ferguson to undertake any alternative duties and responsibilities as Vista Australia requires, including
undertaking no duties, during all or part of the notice period.
As previously disclosed in the Original Form 8-K, Mr. Ferguson’s compensation
includes a base salary and eligibility to participate in incentive arrangements reviewed in accordance with Vista Australia’s practices.
The Employment Agreement also provides for an initial grant of 600,000 RSUs, which vest in three equal tranches on the first, second
and third anniversaries of the Commencement Date, with any unvested RSUs vesting in full upon a change of control or material adverse
change.
If, within six months following a change of control, (i) Vista Australia terminates
Mr. Ferguson’s employment other than for cause or (ii) Mr. Ferguson terminates his employment, Mr. Ferguson will be entitled, in
addition to any payment in lieu of notice, to an amount equal to 12 months of compensation. This amount consists of (a) the base salary
Mr. Ferguson would have received during the 12 months following termination and (b) an amount based on the average short-term incentive
percentage of base salary paid to Mr. Ferguson during the two years preceding termination or, if Mr. Ferguson has been employed for less
than two years, the target percentage specified in the applicable short-term incentive grant, in each case prorated for the applicable
portion of the calendar year.
The
Employment Agreement permits immediate termination without notice in certain circumstances, including misconduct, dishonesty,
material breach, certain criminal charges or convictions and other conduct justifying summary dismissal at common law. The
Employment Agreement also includes confidentiality, intellectual property and conflict-of-interest obligations that survive
termination, as well as certain post-employment restrictions, including a six-month non-solicitation restriction with respect to
employees of Vista Australia. Mr. Ferguson is also required to resign from his director and officer positions upon termination
The
foregoing description of the material terms of the Employment Agreement contained above and in the Original Form 8-K is qualified in
its entirety by reference to the full terms of the Employment Agreement included as Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| 10.1 | Employment Agreement dated September
12, 2026. |
| 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear
in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
In accordance with 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.
| |
VISTA GOLD CORP. |
| |
|
| Dated: September 15, 2026 |
By: |
/s/ Frederick
H. Earnest |
| |
Frederick H. Earnest |
| |
President and Chief Executive Officer |
