Vista Gold (VGZ) CEO exercises RSUs, receives 318,000-unit equity grant

Rhea-AI Filing Summary

Vista Gold Corp President & CEO Frederick Hume reported a set of equity compensation transactions involving restricted stock units (RSUs) and common shares on March 13, 2026. He exercised RSUs covering 548,669 common shares, converting previously granted RSUs into common equity at a $0.00 exercise price.

On the same date, he received a new grant of 318,000 RSUs, each representing a contingent right to one common share, with future vesting tied to continued service and performance criteria. To cover tax withholding obligations related to RSU vesting, 242,200 common shares were withheld at $2.06 per share.

After these transactions, Hume directly held 2,457,008 common shares of Vista Gold and 318,000 RSUs, reflecting routine compensation-related equity vesting, grant activity, and associated tax withholding rather than open-market buying or selling.

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^*

Earnest Frederick Hume

(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)

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

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		38,668	A	$0	2,189,207	D
Common Shares	03/13/2026		M		477,667	A	$0	2,666,874	D
Common Shares	03/13/2026		M		32,334	A	$0	2,699,208	D
Common Shares	03/13/2026		F(2)		242,200	D	$2.06	2,457,008	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			38,668	(3)	(3)	Common Shares	38,668	$0	0	D
Restricted Stock Units	(1)	03/13/2026		M			477,667	(4)	(4)	Common Shares	477,667	$0	59,666	D
Restricted Stock Units	(1)	03/13/2026		M			32,334	(5)	(5)	Common Shares	32,334	$0	291,666	D
Restricted Stock Units	(1)	03/13/2026		A		318,000		(6)	(6)	Common Shares	318,000	$0	318,000	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 387,000 RSUs on March 5, 2023, which vest as follows: 116,000 over a 36-months 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 271,000 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

4. Represents grant of 597,000 RSUs on February 26, 2024, which vest as follows: 179,000 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 418,000 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.

5. Represents grant of 324,000 RSUs on March 4, 2025, which vest as follows: 97,000 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 227,000 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: 84,000 on 3/13/2027, subject to performance criteria; 117,000 on 3/13/2029, contingent on share price performance criteria for the Issuer's common shares during the 3-year vesting period; and 117,000 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 Frederick Hume Earnest	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Vista Gold (VGZ) CEO Frederick Hume report?

Frederick Hume reported RSU exercises, a new RSU grant, and tax withholding. He exercised RSUs into 548,669 common shares, received 318,000 new RSUs, and had 242,200 common shares withheld to satisfy tax obligations tied to RSU vesting.

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

After the reported transactions, Hume directly holds 2,457,008 common shares. This balance reflects RSU exercises into common shares, followed by 242,200 common shares withheld by the company to cover tax liabilities on the vested restricted stock units.

What RSU grant did Vista Gold (VGZ) CEO Frederick Hume receive in this Form 4?

Hume received a grant of 318,000 restricted stock units. Each RSU represents a contingent right to one common share, with vesting schedules tied to continued service and share price performance criteria, and settlement to occur after vesting is achieved.

Were Vista Gold (VGZ) CEO transactions open-market stock sales or tax-related events?

The disposition in this filing reflects tax withholding, not an open-market sale. The company withheld 242,200 common shares at $2.06 per share to satisfy tax obligations arising from RSU vesting, while the other entries reflect RSU exercises and grants.

What is the total number of RSUs involved in Vista Gold (VGZ) CEO’s Form 4?

The filing reflects 548,669 RSUs exercised and 318,000 new RSUs granted. The exercised RSUs were settled into common shares, while the newly granted RSUs remain subject to future vesting based on service conditions and performance-related criteria.

How do Vista Gold (VGZ) CEO’s RSUs convert into common shares?

Each RSU represents a contingent right to receive one common share. Upon vesting, RSUs convert into an equal number of common shares, with settlement occurring as soon as administratively feasible following the applicable vesting dates described in the grant footnotes.