Solly Pamela A. 4

What Happened

• Pamela A. Solly, VP Investor Relations of Vista Gold Corp (VGZ), had RSUs convert to common shares on March 13, 2026 and also received a new RSU award. The filing reports conversion (exercise/conversion, code M) of a total of 137,335 derivative units into shares and a grant/award of 63,000 RSUs (code A). To satisfy tax withholding obligations, 54,367 of the issued shares were withheld at $2.06 per share, totaling $111,996 (code F).
• This is not an open-market purchase or sale for investment purposes but settlement of compensation (RSU vesting/conversion) with routine tax withholding (cashless settlement). No cash proceeds were reported from the conversions themselves.

Key Details

• Transaction date: March 13, 2026; Form 4 filed March 17, 2026 (filed timely).
• Reported amounts: 137,335 shares converted (derivative → common), 63,000 RSUs granted, 54,367 shares withheld for taxes at $2.06 each ($111,996).
• Shares owned after transaction: not specified in the filing.
• Transaction codes: M = exercise/conversion of derivative, F = payment of exercise price/tax withholding, A = grant/award.
• Footnotes: F1 confirms each RSU = right to one share; F2 explains shares withheld to satisfy tax withholding; F3–F5 describe prior RSU grants (2023, 2024, 2025) with time- and performance-based vesting schedules; F6 lists additional vesting dates/conditions.

Context

• For retail investors: this was a compensation event (RSUs converting to common stock) with a cashless-like settlement to cover taxes — a routine administrative transaction rather than a directional buy or sell signal.
• Derivative explanation: RSUs are contingent rights that convert to shares when they vest; withholding of a portion of the issued shares to cover tax obligations is common practice and does not necessarily reflect the insider's view of the company.