DC Form 4: 11,990 RSUs Granted to Director with Three‑Year Vesting

Rhea-AI Filing Summary

Stephen T. O'Rourke, a director of Dakota Gold Corp. (DC), was granted 11,990 restricted stock units (RSUs) on 09/02/2025 under the company’s 2022 Stock Incentive Plan. Each RSU converts to one share of common stock and the grant carried a reported price of $0. Following the grant, the filing reports the reporting person beneficially owns 1,068,199 shares.

The RSUs vest in three equal tranches on 09/02/2026, 09/02/2027 and 09/02/2028, so the shares are subject to time-based vesting rather than immediate transfer.

Positive

• Time‑based vesting aligns director incentives with multi‑year retention: vesting on 09/02/2026, 09/02/2027 and 09/02/2028
• Clear disclosure of the RSU grant and post‑transaction beneficial ownership (1,068,199 shares) enhances transparency

Negative

• Grant reported at $0 (no cash purchase), which may dilute existing shareholders when RSUs vest and convert to shares

Insights

Financial Analyst

TL;DR: Routine, time‑vested RSU grant to a director; increases reported beneficial ownership to 1,068,199 shares.

The Form 4 documents a standard equity compensation award: 11,990 RSUs granted at a reported price of $0, converting one-for-one to common shares. The vesting schedule is time‑based over three annual tranches beginning 09/02/2026, indicating retention incentives rather than performance conditions. This is a typical governance and compensation action and does not show an immediate sale or purchase of open‑market stock.

Corporate Governance Expert

TL;DR: Governance practice consistent with director retention; no immediate dilution or derivative exercise shown.

The disclosure presents a director-level RSU grant under the 2022 Stock Incentive Plan with explicit vesting dates. As RSUs are contingent rights to shares, they will convert only as they vest. The Form 4 is a routine Section 16 filing and does not indicate any other transactions, amendments, or contractual sales plans.

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

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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^*

O'Rourke Stephen T.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)	09/02/2025		A		11,990	A	$0	1,068,199	D

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

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the Issuer???s 2022 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer???s common stock. The RSUs are scheduled to vest in three equal tranches on September 2, 2026, September 2, 2027 and September 2, 2028.

	/S/ [SHAWN CAMPBELL], BY POWER OF ATTORNEY	09/04/2025
	** 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.

FAQ

Who filed the Form 4 for Dakota Gold Corp. (DC)?

Stephen T. O'Rourke, a director of Dakota Gold Corp., is the reporting person listed on the Form 4.

What security and amount were reported on the Form 4 for DC?

11,990 restricted stock units (RSUs) of Dakota Gold Corp. were granted on 09/02/2025.

What is the post‑transaction beneficial ownership reported for DC's reporting person?

The Form 4 reports 1,068,199 shares beneficially owned following the reported transaction.

When do the RSUs granted to the director vest?

The RSUs vest in three equal tranches on 09/02/2026, 09/02/2027, and 09/02/2028.

Was any cash paid for the RSU grant reported on the Form 4?

The transaction lists a reported price of $0 for the RSU grant.