VICE PRESIDENT OF EXPLORATION Berry James Mccoy exercised 356,720 shares at a strike of $3.90, sold $87,012 worth of shares (12,388 units at $7.02) and covered exercise/tax liability with 226,568 shares, increasing direct ownership by 36% to 445,180 units (SEC Form 4)
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Metal Mining
Basic Materials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dakota Gold Corp. [ DC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 STOCK(1) | 02/27/2026 | M | 17,438 | A | (1) | 344,854 | D | |||
| COMMON STOCK(2) | 02/27/2026 | M | 23,112 | A | (2) | 367,966 | D | |||
| COMMON STOCK(3) | 02/27/2026 | M | 16,170 | A | (3) | 384,136 | D | |||
| COMMON STOCK(4) | 02/27/2026 | S | 12,388 | D | $7.0239 | 371,748 | D | |||
| COMMON STOCK | 02/27/2026 | M | 300,000 | A | $4.64 | 671,748 | D | |||
| COMMON STOCK(5) | 02/27/2026 | F | 226,568 | D | $6.87 | 445,180 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| PERFORMANCE SHARE UNITS | (1) | 02/27/2026 | M | 17,438 | (1) | (1) | COMMON SHARES | 17,438 | $0 | 0 | D | ||||
| PERFORMANCE SHARE UNITS | (2) | 02/27/2026 | M | 23,112 | (2) | (2) | COMMON SHARES | 23,112 | $0 | 27,515 | D | ||||
| PERFORMANCE SHARE UNITS | (3) | 02/27/2026 | M | 16,170 | (3) | (3) | COMMON SHARES | 16,170 | $0 | 38,504 | D | ||||
| STOCK OPTIONS | $4.64 | 02/27/2026 | M | 300,000 | 05/17/2021 | 10/18/2026 | COMMON SHARES | 300,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was previously granted 62,278 performance stock units ("PSUs") on March 1, 2023, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Global Junior Gold Miners Index (the "MVIS Index"). Approximately one-third of such PSUs vested in 2026 at 84% of the target number of shares, were settled on February 27, 2026 and were converted into 17,438 shares of common stock. |
| 2. The Reporting Person was previously granted 82,547 PSUs on March 1, 2024, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Index. Approximately one-third of such PSUs vested in 2026 at 84% of the target number of shares, were settled on February 27, 2026 and were converted into 23,112 shares of common stock. |
| 3. The Reporting Person was previously granted 57,755 PSUs on March 1, 2024, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Index. Approximately one-third of such PSUs vested in 2026 at 84% of the target number of shares, were settled on February 27, 2026 and were converted into 16,170 shares of common stock. |
| 4. Represents shares of common stock sold by the Reporting Person on February 27, 2026 solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer. Reflects a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $7.0101 to $7.035. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of common shares sold at each separate price. |
| 5. Represents shares of common stock withheld by the Issuer solely for the purposes of (i) paying the exercise price of the stock options and (ii) satisfying tax withholding obligations in connection with the conversion of the stock options into shares of common stock upon settlement by the Issuer, each based on a closing price of $6.87 per share of the common stock on February 27, 2026 on the NYSE American LLC. |
| /S/ SHAWN CAMBELL, BY POWER OF ATTORNEY | 03/02/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||