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Vista Gold director reports holding 831K RSUs

Managing Director Gavin Ferguson reports initial ownership of 831,000 RSU-based common share rights in Vista Gold Corp with multi-year, performance-linked vesting.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

VISTA GOLD CORP (VGZ) reported the initial beneficial ownership of equity by Managing Director Gavin Ferguson, consisting of restricted stock units (RSUs) covering 831,000 common shares. Each RSU represents a contingent right to receive one common share, subject to various vesting schedules and performance or share price criteria.

The RSUs vest in tranches: 29,000 on September 6, 2027 subject to performance criteria; 600,000 over 36 months beginning September 6, 2027, subject to the reporting person's continuing service as a director; and 202,000 on March 13, 2029, subject to performance and share price criteria during a two-year vesting period. Settlement occurs as soon as administratively feasible after vesting.

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Insider Ferguson Gavin
Role Managing Director
Type Security Shares Price Value
holding Restricted Stock Units F1, F2 -- -- --
Holdings After Transaction: Restricted Stock Units — 831,000 contracts (Direct)
Footnotes (2)
  1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
  2. F2. The RSUs vest as follows: 29,000 on September 6, 2027, subject to performance criteria; 600,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months and 1/3 at 36 months) beginning on September 6, 2027, subject to the reporting person's continuing service as a director of the Issuer; and 202,000 on March 13, 2029, subject to performance and share price criteria during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
Underlying common shares from RSUs 831,000 shares Total underlying common shares represented by RSUs held directly
Performance-based RSUs vesting on September 6, 2027 29,000 RSUs Vest on September 6, 2027 subject to performance criteria
Time-based RSUs vesting over 36 months 600,000 RSUs Vest in three equal tranches over 12, 24 and 36 months from September 6, 2027
Performance and share price-based RSUs vesting March 13, 2029 202,000 RSUs Vest on March 13, 2029 subject to performance and share price criteria over a 2-year period
Initial Form 3 RSU holding entries 1 holding entry Single RSU holding representing 831,000 underlying common shares, held directly
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
vesting financial
"The RSUs vest as follows: 29,000 on September 6, 2027, subject to performance criteria"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
performance criteria financial
"29,000 on September 6, 2027, subject to performance criteria"
share price criteria financial
"202,000 on March 13, 2029, subject to performance and share price criteria"
settlement financial
"Settlement of vested RSUs will occur as soon as administratively feasible"
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider position was reported in VGZ on this Form 3?

The filing reports that Managing Director Gavin Ferguson holds restricted stock units (RSUs) representing 831,000 underlying common shares of VISTA GOLD CORP, as an initial statement of beneficial ownership.

How many Vista Gold (VGZ) shares are covered by Gavin Ferguson’s RSUs?

The RSU award covers 831,000 underlying common shares of Vista Gold Corp. Each restricted stock unit represents a contingent right to receive one share of the issuer’s common stock, subject to the vesting conditions described.

What is the vesting schedule for Gavin Ferguson’s RSUs at VGZ?

The RSUs vest as follows: 29,000 on September 6, 2027 subject to performance criteria; 600,000 over 36 months starting September 6, 2027 (in three equal annual installments) subject to continuing service as a director; and 202,000 on March 13, 2029 subject to performance and share price criteria.

What conditions apply to the vesting of the 600,000 RSUs reported for VGZ?

The 600,000 RSUs vest over a 36-month period beginning September 6, 2027, in three equal installments at 12, 24, and 36 months, and are subject to the reporting person’s continuing service as a director of the issuer.

When do the performance and share price-based RSUs for VGZ vest?

A tranche of 202,000 RSUs vests on March 13, 2029, subject to performance and share price criteria during a two-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible after the vesting date.

Are Gavin Ferguson’s VGZ RSU holdings tied to a Rule 10b5-1 trading plan?

The Form 3 data do not report any transactions under a Rule 10b5-1 trading plan. The filing presents an initial statement of RSU holdings without indicating that they are associated with such a plan.

How and when will Gavin Ferguson’s vested VGZ RSUs be settled?

The filing states that settlement of vested RSUs will occur as soon as administratively feasible following the vesting date, with each restricted stock unit representing a right to receive one common share of VISTA GOLD CORP upon settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Ferguson Gavin

(Last)(First)(Middle)
C/O VISTA GOLD CORP.
8310 S. VALLEY HIGHWAY, SUITE 300

(Street)
ENGLEWOOD COLORADO 80112

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2026
3. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Managing Director
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (2) (2)Common Shares831,000(1)D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. The RSUs vest as follows: 29,000 on September 6, 2027, subject to performance criteria; 600,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months and 1/3 at 36 months) beginning on September 6, 2027, subject to the reporting person's continuing service as a director of the Issuer; and 202,000 on March 13, 2029, subject to performance and share price criteria during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.
Remarks:
EXHIBIT 24.1 POWER OF ATTORNEY
/s/ Glenn Cowan as attorney-in-fact for Gavin Ferguson09/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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