Vista Gold (VGZ) CFO updates holdings after RSU exercises and tax withholding

Rhea-AI Filing Summary

Vista Gold CFO Douglas L. Tobler reported several equity compensation updates on March 13, 2026. He exercised restricted stock units (RSUs) into 283,667 common shares, reflecting previously granted awards that vested.

To cover tax obligations from the RSU vesting, the issuer withheld 127,304 common shares at $2.06 per share in a tax-withholding transaction, which is not an open-market sale. Tobler also received a new award of 163,000 RSUs, each representing a contingent right to one common share. Following these transactions, he directly holds 589,696 common shares and 163,000 RSUs, aligning his compensation with future company performance and share price criteria.

Insights

Equity compensation analyst

Routine RSU vesting, grant, and tax withholding with updated holdings.

CFO Douglas L. Tobler exercised 283,667 RSU-based shares and had 127,304 shares withheld at $2.06 for taxes. These are compensation-driven events, not open-market buying or selling, and fit typical RSU settlement mechanics.

He also received a new grant of 163,000 RSUs tied to continued service and share price performance conditions described in the footnotes. After these changes, he directly owns 589,696 common shares plus 163,000 RSUs. Overall, this looks like standard executive equity compensation with no clear directional signal on Vista Gold’s valuation.

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^*

Tobler Douglas L.

(Last) (First) (Middle)

C/O VISTA GOLD CORP.

8310 S. VALLEY HIGHWAY, SUITE 300

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VISTA GOLD CORP [ VGZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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
Common Shares	03/13/2026		M		20,000	A	$0	453,333	D
Common Shares	03/13/2026		M		247,000	A	$0	700,333	D
Common Shares	03/13/2026		M		16,667	A	$0	717,000	D
Common Shares	03/13/2026		F(2)		127,304	D	$2.06	589,696	D

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
Restricted Stock Units	(1)	03/13/2026		M			20,000	(3)	(3)	Common Shares	20,000	$0	0	D
Restricted Stock Units	(1)	03/13/2026		M			247,000	(4)	(4)	Common Shares	247,000	$0	31,000	D
Restricted Stock Units	(1)	03/13/2026		M			16,667	(5)	(5)	Common Shares	16,667	$0	150,333	D
Restricted Stock Units	(1)	03/13/2026		A		163,000		(6)	(6)	Common Shares	163,000	$0	163,000	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. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs reported in Table II.

3. Represents grant of 200,000 RSUs on March 5, 2023, which vest as follows: 60,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 140,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs to occur as soon as administratively feasible following the vesting date.

4. Represents grant of 309,000 RSUs on February 26, 2024, which vest as follows: 93,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 216,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs to occur as soon as administratively feasible following the vesting date.

5. Represents grant of 167,000 RSUs on March 4, 2025, which vest as follows: 50,000 over a 36-month period (1/3 at 12 months, 1/3 at 24 months, and 1/3 at 36 months), subject to the reporting person's continuing service as an officer of the Issuer; and 117,000 two years following the grant date, contingent on share price performance criteria for the Issuer's common shares during the 2-year vesting period. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.

6. The RSUs vest as follows: 43,000 on 3/13/2027, subject to performance criteria; 60,000 on 3/13/2029, contingent on share price performance criteria for the Issuer's common shares during the 3-year vesting period; and 60,000 on 3/13/2029, subject to performance criteria. Settlement of vested RSUs will occur as soon as administratively feasible following the vesting date.

	/s/ Glenn Cowan as attorney-in-fact for Douglas L. Tobler	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Vista Gold (VGZ) CFO report on this Form 4?

Vista Gold CFO Douglas L. Tobler exercised 283,667 restricted stock units into common shares, received a new 163,000-RSU grant, and had 127,304 common shares withheld at $2.06 to cover tax obligations related to vesting, updating both his share and RSU holdings.

How many Vista Gold (VGZ) shares does the CFO hold after these transactions?

After the reported transactions, CFO Douglas L. Tobler directly holds 589,696 Vista Gold common shares. In addition, he holds 163,000 restricted stock units, each representing a contingent right to receive one common share upon satisfaction of service and performance-based vesting conditions.

Were Vista Gold (VGZ) CFO’s Form 4 transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect RSU exercises converting awards into common shares and a Form F tax-withholding disposition, where 127,304 shares at $2.06 were withheld by the issuer to satisfy tax liabilities arising from RSU vesting.

What new equity award did Vista Gold (VGZ) grant to its CFO?

Vista Gold granted CFO Douglas L. Tobler 163,000 restricted stock units. Each RSU represents a contingent right to receive one common share, with vesting based on continued service and specific share price performance criteria outlined in the detailed RSU grant footnotes.

How many RSUs did Vista Gold (VGZ) CFO convert into common shares?

On the reported date, the CFO exercised RSUs covering 283,667 underlying common shares. These came from multiple RSU grants that vested according to previously established schedules and performance criteria, and were settled into an equal number of Vista Gold common shares.

What does the tax-withholding transaction on Vista Gold (VGZ) Form 4 represent?

The tax-withholding entry reflects 127,304 common shares withheld by Vista Gold at $2.06 per share. This was done to satisfy tax obligations triggered by RSU vesting, meaning shares were used to pay taxes instead of a cash payment, not sold on the open market.