Dakota Gold (DC) CFO converts performance units and sells stock

Rhea-AI Filing Summary

Dakota Gold Corp.’s chief financial officer, Shawn Campbell, reported multiple equity award conversions and a related stock sale. On February 27, 2026, three tranches of previously granted performance share units vested at 84% of target and were settled into 14,947, 19,811, and 13,860 shares of common stock, respectively.

Campbell then sold 21,207 common shares solely to cover tax withholding obligations tied to these PSU settlements, at a weighted average price of $7.0152 per share in trades ranging from $7.01 to $7.0302. After these transactions, he directly held 231,526 common shares, with an additional 296,736 shares reported as indirectly owned through his spouse.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

CAMPBELL SHAWN

(Last) (First) (Middle)

C/O DAKOTA GOLD CORP.

106 GLENDALE DRIVE, SUITE 1

(Street)

LEAD SD 57754

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dakota Gold Corp. [ DC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		14,947	A	(1)	219,062	D
COMMON STOCK(2)	02/27/2026		M		19,811	A	(2)	238,873	D
COMMON STOCK(3)	02/27/2026		M		13,860	A	(3)	252,733	D
COMMON STOCK(4)	02/27/2026		S		21,207	D	$7.0152	231,526	D
COMMON STOCK								296,736	I	HELD BY SPOUSE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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			14,947	(1)	(1)	COMMON SHARES	14,947	$0	0	D
PERFORMANCE SHARE UNITS	(2)	02/27/2026		M			19,811	(2)	(2)	COMMON SHARES	19,811	$0	23,585	D
PERFORMANCE SHARE UNITS	(3)	02/27/2026		M			13,860	(3)	(3)	COMMON SHARES	13,860	$0	33,002	D

Explanation of Responses:

1. The Reporting Person was previously granted 53,381 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 14,947 shares of common stock.

2. The Reporting Person was previously granted 70,755 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 19,811 shares of common stock.

3. The Reporting Person was previously granted 49,504 PSUs on March 1, 2025, 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 13,860 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 $7.01 to $7.0302. 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.

	/S/ SHAWN CAMPBELL	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).
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FAQ

What insider transactions did Dakota Gold (DC) disclose for its CFO?

Dakota Gold’s CFO, Shawn Campbell, reported PSU conversions into common stock and a related sale. Three PSU grants partially vested and converted into 14,947, 19,811, and 13,860 shares, followed by a 21,207-share sale to satisfy associated tax withholding obligations.

How many Dakota Gold (DC) shares did the CFO acquire through PSU vesting?

The CFO acquired common shares from three PSU grants vesting at 84% of target. These conversions produced 14,947, 19,811, and 13,860 Dakota Gold common shares, reflecting settlement of performance-based awards tied to relative total shareholder return versus the MVIS Global Junior Gold Miners Index.

Why did Dakota Gold (DC) CFO Shawn Campbell sell 21,207 shares?

Shawn Campbell sold 21,207 Dakota Gold common shares solely to cover tax withholding obligations. The sale was linked to the conversion of vested performance share units and executed at a weighted average price of $7.0152 per share, across trades priced between $7.01 and $7.0302.

At what price were Dakota Gold (DC) shares sold by the CFO on February 27, 2026?

The 21,207 Dakota Gold common shares sold by the CFO cleared at a weighted average price of $7.0152. According to the disclosure, these shares were sold in multiple transactions with individual prices ranging from $7.01 to $7.0302 per share on February 27, 2026.

What is Dakota Gold (DC) CFO Shawn Campbell’s direct share ownership after these transactions?

Following the PSU conversions and tax-related sale, Dakota Gold’s CFO directly owned 231,526 common shares. The filing also reports an additional 296,736 shares as indirectly owned through his spouse, indicating separate direct and indirect holdings after the February 27, 2026 activity.

How are Dakota Gold (DC) performance share units structured for the CFO grants?

The CFO’s performance share units can vest between 0% and 200% of target. Vesting depends on Dakota Gold’s relative total shareholder return versus the MVIS Global Junior Gold Miners Index, with one-third of each grant vesting in 2026 at 84% of target and settling into common shares.