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

Rhea-AI Filing Summary

John Begeman, a director of i-80 Gold Corp. (IAUX), reported transactions dated 09/01/2025 related to Restricted Share Units (RSUs). On that date 19,231 RSUs were deemed executed and settled, resulting in an increase of 19,231 common shares recorded from the RSU settlement and a simultaneous disposition of 19,231 common shares for CAD$1.10 per share (settled in US dollars at $0.80 using the reported FX rate). After these transactions Begeman beneficially owned 817,710 common shares, down from 836,941 immediately following the RSU settlement. The RSU award originates from a grant of 47,692 RSUs on February 22, 2024, with remaining RSUs vesting on 09/01/2026.

Positive

• Timely disclosure of RSU settlement and sale consistent with Section 16 reporting requirements
• Clarity on compensation: filing cites original RSU grant (47,692 RSUs) and remaining vesting date (09/01/2026)

Negative

• Reduction in beneficial ownership: director's holdings decreased to 817,710 shares following the reported sale
• Cash settlement of vested RSUs rather than share issuance reduces long-term share alignment from those vested units

Insights

Financial Analyst

TL;DR: Routine insider RSU settlement and partial cash disposition by a director; not materially dilutive.

The filing documents a standard compensation settlement: 19,231 RSUs were deemed executed and settled and an equal number of shares were sold for cash at the issuer's August 29, 2025 closing price of CAD$1.10 (converted to US$0.80). The director's beneficial ownership after the transactions is reported at 817,710 shares. This appears to be administrative execution of equity compensation rather than a strategic change in ownership or control.

Corporate Governance Expert

TL;DR: Transaction aligns with disclosed equity compensation schedule; disclosure is timely and complete.

The Form 4 shows the exercise/settlement mechanics and cash settlement details, references the original RSU grant date (February 22, 2024) and remaining vesting schedule (September 1, 2026). The reporting indicates compliance with Section 16 reporting requirements and provides the FX conversion used to calculate the USD sale price. No unexplained transfers or related-party transactions are disclosed.

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^*

Begeman John 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)
09/01/2025

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 Shares	09/01/2025		M		19,231	A	(1)	836,941	D
Common Shares	09/01/2025		D		19,231	D	$0.8(2)	817,710	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
Restricted Share Units	(1)	09/01/2025		M			19,231	(1)	(1)	Common Shares	19,231	$0	19,231	D

Explanation of Responses:

1. Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Represents grant of 47,692 RSUs on February 22, 2024. The remaining RSUs will vest on September 1, 2026.

2. Vested RSUs settled in cash at Issuer's August 29, 2025 closing price of CAD$1.10. US$1.00 = C$1.3742

	/s/ John Begeman	09/03/2025
	** 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

What did John Begeman report for i-80 Gold Corp. (IAUX)?

He reported the deemed execution and settlement of 19,231 RSUs and a contemporaneous disposition of 19,231 common shares on 09/01/2025.

How many shares does Begeman beneficially own after the transactions?

After the reported transactions he beneficially owns 817,710 common shares.

What was the cash sale price per share and how was it converted?

Vested RSUs were settled in cash at the issuer's August 29, 2025 closing price of CAD$1.10; the filing reports US$1.00 = C$1.3742, giving a reported USD price of $0.80 per share.

When were the RSUs originally granted and when do remaining RSUs vest?

The RSUs were granted on February 22, 2024; remaining RSUs are scheduled to vest on 09/01/2026.

Does this Form 4 indicate a change in control or a new ownership stake?

No. The filing documents an RSU settlement and sale by a director; it does not disclose any change in control or a new strategic ownership position.