Earnest Frederick Hume 4
4 · VISTA GOLD CORP · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Vista Gold (VGZ) CEO Earnest Hume Exercises RSUs, Sells Shares
What Happened
- Earnest F. Hume, President & CEO and a director of Vista Gold (VGZ), exercised/converted a total of 548,669 derivative units into common shares on March 13, 2026 (reported as type "M") and was credited with a grant/award of 318,000 RSUs (type "A") the same day.
- Of the shares resulting from the conversion, 242,200 shares were withheld to satisfy tax withholding obligations (transaction code "F") and reported as disposed at $2.06 per share for total withholding value of $498,932. The exercised/converted shares show $0 exercise price because these were RSU settlements/convertible awards rather than option purchases.
Key Details
- Transaction date: March 13, 2026; Form 4 filed March 17, 2026 (within the two-business-day filing window).
- Exercise/conversion totals: 548,669 derivative units converted (38,668 + 477,667 + 32,334). Tax withholding: 242,200 shares withheld at $2.06 = $498,932. New award: 318,000 RSUs granted/recorded (acquired at $0).
- Shares owned after the transactions: not specified in the excerpt of the filing provided.
- Notable footnotes: F1–F6 explain that RSUs represent contingent rights to receive one share each; withheld shares were used to satisfy tax obligations (routine); the filing references prior RSU grants (Mar 5, 2023; Feb 26, 2024; Mar 4, 2025) with multi-year service and performance-based vesting schedules, and additional vesting dates (e.g., some RSUs vest on 3/13/2027 and 3/13/2029).
- Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price / tax withholding; A = grant/award.
Context
- This activity reflects RSU vesting/settlement and routine tax withholding (a form of cashless settlement), not an open-market sale of newly acquired shares. Withholding of shares to cover taxes is common and does not necessarily indicate a buy or sell signal about the CEO’s view of the company.
- The awarded RSUs are subject to time and performance-based vesting as described in the footnotes, so additional shares may vest in future periods if service and/or share-price conditions are met.
Insider Transaction Report
Form 4
Earnest Frederick Hume
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Shares
2026-03-13+38,668→ 2,189,207 total - Exercise/Conversion
Common Shares
2026-03-13+477,667→ 2,666,874 total - Exercise/Conversion
Common Shares
2026-03-13+32,334→ 2,699,208 total - Tax Payment
Common Shares
[F2]2026-03-13$2.06/sh−242,200$498,932→ 2,457,008 total - Exercise/Conversion
Restricted Stock Units
[F1][F3]2026-03-13−38,668→ 0 total→ Common Shares (38,668 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-03-13−477,667→ 59,666 total→ Common Shares (477,667 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-03-13−32,334→ 291,666 total→ Common Shares (32,334 underlying) - Award
Restricted Stock Units
[F1][F6]2026-03-13+318,000→ 318,000 total→ Common Shares (318,000 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 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
- [F4]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.
- [F5]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
- [F6]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.
Signature
/s/ Glenn Cowan as attorney-in-fact for Frederick Hume Earnest|2026-03-17