VGZ insider disposes 306,009 shares; indirect stake remains 15.58M

Rhea-AI Filing Summary

Sun Valley Gold LLC, reported sales of common shares of Vista Gold Corp (VGZ). The filing shows two open-market dispositions: 169,075 shares sold at $2.34 and 136,934 shares sold at $2.21, totaling 306,009 shares sold. After the transactions, Sun Valley Gold LLC reports indirect beneficial ownership of 15,577,067 common shares. The filing notes these shares are held in advisory client accounts and that Sun Valley Gold disclaims direct beneficial ownership except for its pecuniary interest. It also states that the holdings are indirectly beneficially owned by Peter F. Palmedo and will be reported separately.

Insights

Governance Analyst

Insider sold a small portion of a large indirect stake; disclosure shows compliance with Section 16 reporting.

The reporting entity disclosed two share sales totaling 306,009 shares at average prices near $2.30, leaving an indirect stake of 15.58M shares. The shares are held in advisory client accounts, which means the filer reports indirect beneficial ownership and expressly disclaims broader control beyond pecuniary interest.

Key dependencies include the allocation of shares among advisory clients and the forthcoming Form 4 from Peter F. Palmedo, which will clarify overlapping indirect holdings. In the near term, this filing is a routine insider transaction and primarily updates ownership records rather than signaling a material corporate event.

Insider Trade Summary

Net Seller: 306,009 shares

Net Sell 2 txns

Insider SUN VALLEY GOLD LLC

Role 10% Owner

Sold 306,009 shs ($698K)

Type	Security	Shares	Price	Value
Sale	Common Shares	136,934	$2.21	$303K
Sale	Common Shares	169,075	$2.34	$396K

Holdings After Transaction: Common Shares — 15,577,067 shares (Indirect, See foonote)

Footnotes (1)

1. F1. 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. 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.

FAQ

What transactions did Sun Valley Gold LLC report for VGZ?

The filing reports two sales: 169,075 shares at $2.34 and 136,934 shares at $2.21, totaling 306,009 shares sold.

How many VGZ shares does Sun Valley Gold LLC beneficially own after the sales?

Following the reported transactions, Sun Valley Gold LLC reports indirect beneficial ownership of 15,577,067 common shares.

Are the reported VGZ shares held directly by Sun Valley Gold LLC?

No. The filing states the common shares are held in the accounts of advisory clients and Sun Valley Gold LLC disclaims direct beneficial ownership except for its pecuniary interest.

Will any other insiders report related holdings for VGZ?

Yes. The filing notes these securities are also indirectly beneficially owned by Peter F. Palmedo, who will file a separate Form 4 when CIK codes are received.

Do these transactions indicate a change in control of VGZ holdings?

No. The filing describes routine open-market sales that reduced reported indirect holdings modestly and does not indicate a change in control or group status.

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Accepted by SEC EDGAR 10/10/2025 - 03:11 PM Learn about SEC filing dates

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)
10/08/2025

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	10/08/2025		S		169,075	D	$2.34	15,714,001	I	See foonote(1)
Common Shares	10/09/2025		S		136,934	D	$2.21	15,577,067	I	See foonote(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. 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.

Remarks:

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	10/10/2025
	** 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.