VISTA GOLD CORP 8-KCurrent Reports (8-K / ad hoc)

Market for Equity / Stockholders

Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ​ On August 17, 2026, Vista Gold Corp. (the “Company”) announced the appointment of Gavin Ferguson as Managing Director of Vista Gold Australia Pty Ltd., effective on September 7, 2026. ​ Mr. Ferguson, age 58, previously served as General Manager of the Carlin Mining Complex for Nevada Gold Mines from 2023 to August 2026. From 2018 to 2022 Mr. Ferguson served as Vice President and General Manager at several of Kinross Gold Corporation’s operations, including Tasiast, Kupol, and Dvoinoye. From 1997 to 2018 Mr. Ferguson held senior executive and operational leadership positions with Kinross Gold, K92 Mining, Teranga Gold, Newmont Mining, Anglo Platinum, Platinum Australia, and AngloGold Ashanti. He holds a Graduate Diploma in Mining Engineering from Curtin University, a Bachelor of Technology in Mining Engineering from the University of Johannesburg and has completed advanced management and leadership programs at the Saïd Business School, Oxford University. He is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). ​ Mr. Ferguson does not have any family relationship with any other member of the Board of Directors or any executive officer of the Company. The Company has not engaged in any transaction in which Mr. Ferguson or a person related to Mr. Ferguson had a direct or indirect material interest that is reportable under Item 404(a) of Regulation S-K. To the Company’s knowledge, there is no arrangement or understanding between any of its officers and Mr. Ferguson pursuant to which he was selected to serve as Managing Director of Vista Gold Australia Pty Ltd. ​ In connection with the appointment of Mr. Ferguson, the Company and Mr. Ferguson have agreed upon the following terms of compensation: (i) a base salary of A$580,000 per year, (ii) 600,000 restricted stock units to be awarded at or near the commencement of employment, (iii) participation in the Company’s long term and short term incentive plans, (iv) vacation and benefits in accordance with Australian employment law, (v) severance benefits of 12 months’ salary and benefits in the event of a change of control of the Company or 6 months’ salary and benefits in the event of termination without just cause, and (vi) relocation cos