Insider Filing: Sun Valley Gold LLC Disposes 600k VGZ Shares, Indirect Holdings 15.9M

Rhea-AI Filing Summary

Sun Valley Gold LLC reported sales of common shares of Vista Gold Corp (VGZ). The filer sold 400,000 shares on 09/19/2025 at $2.21 per share and 200,000 shares on 09/22/2025 at $2.30 per share, for a total of 600,000 shares sold. After the 09/19 transaction the filing shows 16,098,327 shares beneficially owned and after the 09/22 transaction 15,898,327 shares beneficially owned. The holdings are reported as indirect and the filing explains the common shares are held in accounts of advisory clients of Sun Valley Gold LLC. The filing also states these securities are indirectly beneficially owned by Peter F. Palmedo, who will file a separate Form 4 once CIK codes are received. The Form 4 is signed by Peter F. Palmedo on 09/23/2025.

Positive

• Timely disclosure of two separate transactions with dates and prices provided
• Clear footnote explaining shares are held in advisory client accounts and indirect ownership by Peter F. Palmedo
• Form signed and dated, indicating formal filing compliance

Negative

• Material dispositions totaling 600,000 shares were sold, reducing indirect holdings from 16,098,327 to 15,898,327 shares
• Limited context in this filing about reasons for sales or proportion of outstanding shares and trading volume

Insights

Financial Analyst

TL;DR: Insider-related entity sold 600,000 VGZ shares across two transactions, reducing indirect holdings to 15.9 million shares.

The reported sales total 600,000 shares executed at $2.21 and $2.30 per share. The transactions are non-derivative dispositions recorded as indirect ownership, which indicates the shares are held in advisory client accounts rather than direct company holdings. Sale sizes should be evaluated relative to total outstanding shares and typical trading volume to assess market impact; that data is not included in this filing. The filing is explicit that Peter F. Palmedo has indirect beneficial ownership and will file separately once administrative details are available.

Corporate Governance Expert

TL;DR: Disclosure appears complete for these transactions; beneficial ownership is disclaimed and further reporting by an individual is pending.

The Form 4 discloses the relationship of the reporting entity and provides a footnote clarifying that the securities are held in advisory client accounts and that Sun Valley Gold LLC disclaims beneficial ownership except to the extent of a pecuniary interest. It also notifies that Peter F. Palmedo will separately report indirect holdings. The signature and dates are present, supporting compliance with Section 16 reporting requirements for these disposals.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SUN VALLEY GOLD LLC

(Last) (First) (Middle)

620 SUN VALLEY ROAD

2ND FLOOR, PO BOX 2211

(Street)

KETCHUM ID 83340

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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
Common Shares	09/19/2025		S		400,000	D	$2.21	16,098,327	I	See footnote(1)
Common Shares	09/22/2025		S		200,000	D	$2.3	15,898,327	I	See footnote(1)

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

Explanation of Responses:

1. The Common Shares are held in the accounts of advisory clients of Sun Valley Gold LLC and may be deemed to be beneficially owned by Sun Valley Gold LLC.

Remarks:

Sun Valley Gold LLC disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. These securities are also indirectly beneficially owned by Peter F. Palmedo and will also be reported on a subsequent Form 4 made by Peter F. Palmedo once CIK codes are received.

	Sun Valley Gold LLC, By: Peter F. Palmedo, /s/ Peter F. Palmedo	09/23/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What transactions were reported on the VGZ Form 4?

Sun Valley Gold LLC sold 400,000 shares on 09/19/2025 at $2.21 and 200,000 shares on 09/22/2025 at $2.30.

How many VGZ shares does Sun Valley Gold LLC beneficially own after these transactions?

15,898,327 shares are reported as beneficially owned following the 09/22/2025 transaction.

Are these holdings direct or indirect according to the filing?

Indirect; the filing states shares are held in accounts of advisory clients and notes indirect beneficial ownership by Peter F. Palmedo.

Will Peter F. Palmedo file a separate Form 4 for these holdings?

Yes; the filing states Peter F. Palmedo will file a subsequent Form 4 once CIK codes are received.

When was the Form 4 signed?

09/23/2025 by Peter F. Palmedo on behalf of Sun Valley Gold LLC.