Form 4: Dakota Gold Corp. Executive James McCoy Berry Reports Changes in Beneficial Ownership

James McCoy Berry, Vice President of Exploration at Dakota Gold Corp., reports transactions involving performance stock units, restricted stock units, and stock options, resulting in adjustments to his holdings of common stock.

Summary

• On March 1, 2025, James McCoy Berry, Vice President of Exploration at Dakota Gold Corp., reported several transactions.
• These transactions involved the vesting and settlement of performance stock units (PSUs) granted on September 1, 2023, and March 1, 2023, and March 1, 2024, which vested at 69% of the target number of shares based on the company's relative total stockholder return compared to the MVIS Global Junior Gold Miners Index.
• The vested PSUs were converted into common stock, with a portion of the shares withheld by the issuer to satisfy tax obligations at a price of $3.03 per share.
• Berry also received shares of common stock and was granted additional restricted stock units (RSUs) and stock options under the company's 2022 Stock Incentive Plan.
• Following these transactions, Berry's total direct ownership of common stock is 330,138 shares, and he holds 57,755 performance stock units and 58,495 stock options.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of PSUs suggests some level of performance achievement, while the grant of additional equity awards indicates continued confidence in the executive. However, the tax withholding is a neutral event.

Positives

• The vesting of performance stock units indicates that the company has met some performance criteria related to stockholder return relative to the MVIS Global Junior Gold Miners Index.
• The grant of additional RSUs and stock options suggests continued confidence in Berry's role and contribution to the company.

Negatives

• The withholding of shares for tax obligations reduces the number of shares actually received by Berry from the vesting of PSUs.

Risks

• The value of the performance stock units is tied to the company's performance relative to the MVIS Global Junior Gold Miners Index, which could be affected by market conditions and other factors outside the company's control.
• The vesting of RSUs and stock options is subject to continued employment and other conditions, which could be affected by unforeseen circumstances.

Future Outlook

The reporting person holds additional performance stock units and restricted stock units that are scheduled to vest in the future, contingent on continued service and potentially on the company's performance relative to the MVIS Global Junior Gold Miners Index.

Industry Context

Executive compensation through equity-based awards is a common practice in the junior gold miners industry to align management's interests with those of shareholders and incentivize performance.

Comparison to Industry Standards

• Equity compensation practices vary across the junior gold mining sector, but performance-based units tied to relative total shareholder return are a common mechanism to incentivize outperformance against peers.
• Companies like Gold Resource Corporation and McEwen Mining also utilize stock options and restricted stock units as part of their executive compensation packages.
• The vesting schedules and performance metrics associated with Dakota Gold's equity awards are generally in line with industry standards for companies of similar size and stage of development.

Stakeholder Impact

• Shareholders may view the vesting of performance stock units as a positive sign, indicating that the company has met some performance targets.
• Employees may be motivated by the company's use of equity-based compensation to align their interests with those of shareholders.

Next Steps

• The reporting person will continue to hold and potentially vest in additional performance stock units, restricted stock units, and stock options in the future.
• The company will continue to monitor its performance relative to the MVIS Global Junior Gold Miners Index to determine the vesting of performance stock units.

Key Dates