i-80 Gold director granted 83,333 deferred share units

CLAYTON RONALD W reported acquisition or exercise transactions in this Form 4 filing. i-80 Gold Corp. director Ronald W. Clayton received a grant of 83,333 Deferred Share Units (DSUs).

Rhea-AI Filing Summary

CLAYTON RONALD W reported acquisition or exercise transactions in this Form 4 filing.

i-80 Gold Corp. director Ronald W. Clayton received a grant of 83,333 Deferred Share Units (DSUs). Each DSU is the economic equivalent of one common share, linked to the company’s share value rather than cash.

The DSUs will fully vest on June 30, 2027 and do not expire. The underlying common shares will not be issued, and Clayton will not have voting or dispositive rights over those shares, until he separates from service as a director. Following this grant, his reported holding under this plan is 83,333 DSUs tied to common shares.

Insider Trade Summary

Grant/Award: 83,333 shares

Grant/Award 1 txn

Insider CLAYTON RONALD W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	83,333	$0.00	$0.00

Holdings After Transaction: Deferred Share Units — 83,333 contracts (Direct)

Footnotes (2)

1. F1. Each Deferred Share Umit ("DSU") is the economic equivalent of one of the Issuer's common shares. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until the separation of the reporting person as a director of the Issuer.
2. F2. The DSUs will fully vest on June 30, 2027, and do not expire.

Key Figures

Deferred Share Units granted: 83,333 units Underlying common shares: 83,333 shares Vesting date: June 30, 2027 +3 more

6 metrics

Deferred Share Units granted 83,333 units Grant of Deferred Share Units to director on June 23, 2026

Underlying common shares 83,333 shares Each DSU is economic equivalent of one common share

Vesting date June 30, 2027 DSUs will fully vest on this date

Voting rights timing Upon director separation No voting or dispositive rights until separation as director

Exercise price $0.00 per unit Compensation grant, not a market purchase

Holdings after transaction 83,333 DSUs Total Deferred Share Units following this grant

Key Terms

Deferred Share Units, economic equivalent, voting or dispositive rights, vest

4 terms

Deferred Share Units financial

"Each Deferred Share Umit ("DSU") is the economic equivalent of one of the Issuer's common shares."

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

economic equivalent financial

"Each Deferred Share Umit ("DSU") is the economic equivalent of one of the Issuer's common shares."

voting or dispositive rights regulatory

"the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares"

vest financial

"The DSUs will fully vest on June 30, 2027, and do not expire."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did i-80 Gold Corp. (IAUX) report for Ronald W. Clayton?

Ronald W. Clayton received a grant of 83,333 Deferred Share Units. These units are a form of equity-based compensation that track the value of i-80 Gold’s common shares and typically align director pay with long-term shareholder interests.

How many Deferred Share Units did Ronald W. Clayton receive from i-80 Gold (IAUX)?

He received 83,333 Deferred Share Units. Each unit is economically equivalent to one common share, so the grant links his compensation to the company’s share performance rather than providing immediate cash or voting stock.

When do Ronald W. Clayton’s i-80 Gold (IAUX) Deferred Share Units vest?

The Deferred Share Units will fully vest on June 30, 2027. Vesting means the units become non-forfeitable at that date, supporting long-term alignment between the director’s compensation and the company’s multi-year performance.

Does Ronald W. Clayton have voting rights on the i-80 Gold (IAUX) shares underlying his DSUs?

He does not currently have voting or dispositive rights over the underlying common shares. Those shares will only be issued, and rights will begin, when he separates from service as a director of i-80 Gold Corp.

What are Deferred Share Units in the context of i-80 Gold (IAUX) director compensation?

Deferred Share Units are equity-linked awards equal in value to one common share each. They typically pay out in shares or cash later, such as upon a director’s departure, encouraging long-term focus instead of short-term cash compensation.

How many i-80 Gold (IAUX) Deferred Share Units does Ronald W. Clayton hold after this grant?

After the reported transaction, he holds 83,333 Deferred Share Units. This filing shows only the position related to the grant, all tied economically to i-80 Gold’s common shares as described in the compensation arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 06:34 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

CLAYTON RONALD W

(Last) (First) (Middle)

C/O I-80 GOLD CORP

150 YORK STREET, SUITE 1802

(Street)

TORONTO M5H 3S5

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
i-80 Gold Corp. [ IAUX ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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

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

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

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

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
Deferred Share Units(1)	$0(1)	06/23/2026		A		83,333		(1)	(2)	Common Shares	83,333	$0	83,333	D

Explanation of Responses:

1. Each Deferred Share Umit ("DSU") is the economic equivalent of one of the Issuer's common shares. The underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until the separation of the reporting person as a director of the Issuer.

2. The DSUs will fully vest on June 30, 2027, and do not expire.

	/s/ Ronald Clayton	06/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)