Solly Pamela A. 4
4 · VISTA GOLD CORP · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Vista Gold (VGZ) VP Pamela Solly Exercises RSUs; 54,367 Shares Withheld
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.
Insider Transaction Report
Form 4
Solly Pamela A.
VP, Investor Relations
Transactions
- Exercise/Conversion
Common Shares
2026-03-13+9,668→ 281,613 total - Exercise/Conversion
Common Shares
2026-03-13+118,667→ 400,280 total - Exercise/Conversion
Common Shares
2026-03-13+9,000→ 409,280 total - Tax Payment
Common Shares
[F2]2026-03-13$2.06/sh−54,367$111,996→ 354,913 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-03-13−9,668→ 0 total→ Common Shares (9,668 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-13−118,667→ 14,666 total→ Common Shares (118,667 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-03-13−9,000→ 82,000 total→ Common Shares (9,000 underlying) - Award
Restricted Stock Units
[F1][F6]2026-03-13+63,000→ 63,000 total→ Common Shares (63,000 underlying)
Footnotes (6)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F2]Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs reported in Table II.
- [F3]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
- [F4]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.
- [F5]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
- [F6]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.
Signature
/s/ Glenn Cowan as attorney-in-fact for Pamela A. Solly|2026-03-17