Vista Gold (VGZ) VP exercises 137,335 RSUs, gets 63,000 new units

Rhea-AI Filing Summary

Vista Gold Corp VP of Investor Relations Pamela A. Solly reported compensation-related equity activity involving restricted stock units and common shares. On March 13, 2026, she exercised RSUs covering 137,335 common shares at a conversion price of $0.00 per share, converting them into common shares.

She also received a grant of 63,000 RSUs, each representing a contingent right to one common share, with vesting tied to continued service and share price performance criteria described in the award terms. To cover tax withholding on the RSU vesting, 54,367 common shares were withheld at $2.06 per share.

After these transactions, she directly owned 354,913 common shares. The filing also describes multi-year vesting schedules and performance-based conditions for RSU grants made in 2023, 2024, and 2025, with settlement to occur after the applicable vesting dates.

Insights

Equity Compensation Analyst

Routine RSU vesting, new grant, and tax withholding with net share acquisition.

The transactions show Pamela A. Solly, VP of Investor Relations at Vista Gold Corp, exercising restricted stock units into 137,335 common shares at a conversion price of $0.00 per share. This is typical equity compensation settlement rather than an open-market purchase.

She also received a new award of 63,000 RSUs, with vesting tied to continued service and share price performance criteria spelled out for grants in 2023, 2024, and 2025. A tax-withholding transaction of 54,367 shares at $2.06 per share reduced the gross shares from vesting.

Following these events, she held 354,913 common shares directly. Because the only disposition was tax withholding and there were no open-market sales, the filing mainly documents compensation and does not materially change the company’s broader investment profile.

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^*

Solly Pamela A.

(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)
	VP, Investor Relations

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		9,668	A	$0	281,613	D
Common Shares	03/13/2026		M		118,667	A	$0	400,280	D
Common Shares	03/13/2026		M		9,000	A	$0	409,280	D
Common Shares	03/13/2026		F(2)		54,367	D	$2.06	354,913	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			9,668	(3)	(3)	Common Shares	9,668	$0	0	D
Restricted Stock Units	(1)	03/13/2026		M			118,667	(4)	(4)	Common Shares	118,667	$0	14,666	D
Restricted Stock Units	(1)	03/13/2026		M			9,000	(5)	(5)	Common Shares	9,000	$0	82,000	D
Restricted Stock Units	(1)	03/13/2026		A		63,000		(6)	(6)	Common Shares	63,000	$0	63,000	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 96,000 RSUs on March 5, 2023, which vest as follows: 29,000 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 67,000 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 148,000 RSUs on February 26, 2024, which vest as follows: 44,000 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 104,000 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 91,000 RSUs on March 4, 2025, which vest as follows: 27,000 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 64,000 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: 19,000 on 3/13/2027, subject to performance criteria; 22,000 on 3/13/2029, contingent on share price performance criteria for the Issuer's common shares during the 3-year vesting period; and 22,000 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 Pamela A. Solly	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Vista Gold (VGZ) report for Pamela A. Solly?

Pamela A. Solly exercised RSUs into common shares and received a new RSU grant. On March 13, 2026 she converted 137,335 RSUs into common shares, received 63,000 additional RSUs, and had 54,367 shares withheld to satisfy tax obligations related to vesting.

How many Vista Gold (VGZ) shares does Pamela A. Solly own after these Form 4 transactions?

After the reported transactions, she directly owns 354,913 common shares. This figure reflects RSU exercises into common shares and the shares withheld to cover taxes, giving investors clarity on her updated direct equity stake in Vista Gold Corp.

Were Pamela A. Solly’s Vista Gold (VGZ) transactions open-market buys or compensation-related?

The transactions are compensation-related, not open-market purchases. She exercised restricted stock units at a conversion price of $0.00 per share, received a new RSU grant, and had 54,367 shares withheld at $2.06 solely to meet tax withholding obligations on vesting.

What new restricted stock unit grant did Vista Gold (VGZ) award Pamela A. Solly?

She was granted 63,000 new restricted stock units. Each RSU represents a contingent right to one common share, with vesting based on continued service and share price performance criteria detailed for multi-year periods following the grant dates described in the filing footnotes.

How many RSUs did Vista Gold (VGZ) VP Pamela A. Solly vest and convert on March 13, 2026?

She exercised RSUs covering 137,335 underlying common shares. These exercises occurred at a conversion price of $0.00 per share, turning previously granted restricted stock units into common shares as part of Vista Gold’s equity compensation program.

Why were 54,367 Vista Gold (VGZ) shares disposed of in Pamela A. Solly’s Form 4?

The 54,367 shares were withheld to pay tax obligations. The filing notes this F-code transaction represents shares withheld by Vista Gold Corp to satisfy tax withholding requirements related to the vesting of restricted stock units, not an open-market sale by the insider.