[Form 4] i-80 Gold Corp. Insider Trading Activity

Rhea-AI Filing Summary

i-80 Gold Corp. director Arthur Einav received 20,030 Deferred Share Units (DSUs) on 08/20/2025. Each DSU equals one common share economically, but the underlying shares will not be issued and the reporting person has no voting or dispositive rights until he separates from the board. The DSUs vested immediately upon issuance, do not expire, and were recorded at a $0.69 per-DSU value (converted from C$0.95 using C$1.3852 = US$1.00). Following the grant, Mr. Einav beneficially owns 20,030 DSUs reported as direct ownership.

Positive

• Director alignment: 20,030 DSUs increase the director's economic stake and align his interests with shareholders over the long term.
• Immediate vesting: The DSUs vested immediately, providing clear and settled compensation terms for the director.
• No current dilution: Underlying common shares are not issued until separation, so there is no immediate increase in outstanding shares.

Negative

• No voting or dispositive rights: The reporting person cannot vote or dispose of the underlying shares until separation, limiting governance impact now.
• Compensation expense signal: Granting DSUs represents additional director compensation which may be a recurring cost to the company.

Insights

Financial Analyst

TL;DR: Routine director compensation with limited near-term economic impact.

The issuance of 20,030 DSUs is a non-cash compensation event that increases the director's economic exposure to the company by 20,030 share equivalents. Because DSUs do not provide current voting rights and convert to issued shares only upon separation, this grant does not dilute outstanding common shares today. The reported per-DSU valuation of $0.69 reflects a conversion from C$0.95 using the disclosed FX rate and documents the accounting unit price for the award.

Corporate Governance Expert

TL;DR: Governance-aligned compensation but limited shareholder influence until exit.

Granting vested DSUs that only convert on director departure is a common practice to align long-term interests without immediate changes to share count or voting. Immediate vesting and no expiration simplify the director's compensation position, but the lack of current voting/dispositive rights means shareholders should view this as deferred economic compensation rather than an active change in governance voting power.

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^*

Einav Arthur

(Last) (First) (Middle)

C/O I-80 GOLD CORP.

5190 NEIL ROAD, SUITE 460

(Street)

RENO NV 89820

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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)	$0.69(2)	08/20/2025		A		20,030		(1)	(3)	Common Shares	20,030	$0	20,030	D

Explanation of Responses:

1. Each Deferred Share Unit ("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. Converted from C0.95 at C$1.3852=US$1.00

3. The DSUs vested immediately upon issuance and do not expire.

	/s/ Arthur Einav	08/21/2025
	** 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.
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FAQ

What did IAUX director Arthur Einav receive on 08/20/2025?

He received 20,030 Deferred Share Units (DSUs) that represent the economic equivalent of common shares.

Do the 20,030 DSUs issued to Arthur Einav carry voting rights?

No. The DSUs do not confer voting or dispositive rights until the director separates from the company.

At what value were the DSUs recorded?

$0.69 per DSU, converted from C$0.95 using the disclosed FX rate of C$1.3852 = US$1.00.

Do the DSUs issued to the director expire?

No. The filing states the DSUs do not expire.

How many DSUs does Arthur Einav beneficially own after the transaction?

20,030 DSUs reported as direct beneficial ownership following the issuance.