Sec Form 4 Filing - CAMPBELL SHAWN @ Dakota Gold Corp. - 2025-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CAMPBELL SHAWN 2. Issuer Name and Ticker or Trading Symbol Dakota Gold Corp. [ DC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF FINANCIAL OFFICER (Last) (First) (Middle) C/O DAKOTA GOLD CORP. 106 GLENDALE DRIVE, SUITE 1 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2025 (Street) LEAD, SD57754 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 03/01/2025 M 4,830 A 168,668 D COMMON STOCK ( 2 ) 03/01/2025 F 2,585 D $ 3.03 166,083 D COMMON STOCK ( 3 ) 03/01/2025 M 12,337 A 178,420 D COMMON STOCK ( 4 ) 03/01/2025 F 6,601 D $ 3.03 171,819 D COMMON STOCK ( 5 ) 03/01/2025 M 16,354 A 188,173 D COMMON STOCK ( 6 ) 03/01/2025 F 8,750 D $ 3.03 179,423 D COMMON STOCK ( 7 ) 03/01/2025 F 4,760 D $ 3.03 174,663 D COMMON STOCK ( 8 ) 03/01/2025 F 6,309 D $ 3.03 168,354 D COMMON STOCK ( 9 ) 03/01/2025 A 3,452 A $ 0 171,806 D COMMON STOCK ( 10 ) 03/01/2025 A 24,752 A $ 0 196,558 D COMMON STOCK 234,491 I HELD BY SPOUSE

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 PERFORMANCE STOCK UNITS ( 1 ) 03/01/2025 M 4,830 ( 1 ) ( 1 ) COMMON STOCK 4,830 $ 0 0 D PERFORMANCE STOCK UNITS ( 3 ) 03/01/2025 M 12,337 ( 2 ) ( 2 ) COMMON STOCK 12,337 $ 0 17,795 D PERFORMANCE STOCK UNITS ( 6 ) 03/01/2025 M 16,354 ( 3 ) ( 3 ) COMMON STOCK 16,354 $ 0 41,170 D PERFORMANCE STOCK UNITS ( 11 ) 03/01/2025 A 49,504 ( 4 ) ( 4 ) COMMON STOCK 49,504 $ 0 49,504 D STOCK OPTIONS $ 3.03 03/01/2025 A 50,139 03/01/2026( 12 ) 03/01/2030 COMMON STOCK 50,139 $ 0 50,139 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CAMPBELL SHAWN C/O DAKOTA GOLD CORP. 106 GLENDALE DRIVE SUITE 1 LEAD, SD57754 CHIEF FINANCIAL OFFICER Signatures /S/ SHAWN CAMBELL 03/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was previously granted 20,897 performance stock units ("PSUs") on September 1, 2022, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Global Junior Gold Miners Index (the "MVIS Index"). One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 4,830 shares of common stock. Upon settlement, 2,585 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 2,245 shares of common stock. ( 2 )Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. ( 3 )The Reporting Person was previously granted 53,381 PSUs on March 1, 2023, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS. One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 12,337 shares of common stock. Upon settlement, 6,601 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 5,736 shares of common stock. ( 4 )Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. ( 5 )The Reporting Person was previously granted 70,755 PSUs on March 1, 2024, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Index. One-third of such PSUs vested in 2024 at 69% of the target number of shares, were settled on March 1, 2025 and were converted into 16,354 shares of common stock. Upon settlement, 8,750 shares of common stock were withheld by the Issuer solely for the purpose of satisfying tax withholding obligations and the Reporting Person received 7,604 shares of common stock. ( 6 )Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested PSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. ( 7 )Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested restricted stock units ("RSUs") into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. ( 8 )Represents shares of common stock withheld by the Issuer solely for the purpose of satisfying tax withholding obligations in connection with the conversion of the vested RSUs into shares of common stock upon settlement by the Issuer, based on a closing price of $3.03 per share of the common stock on February 28, 2025 on the NYSE American. ( 9 )Represents shares of common stock granted to the Reporting Person pursuant to the Issuers 2022 Stock Incentive Plan. ( 10 )Represents RSUs granted pursuant to 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 March 1, 2026, March 1, 2027 and March 1, 2028. ( 11 )Each PSU represents a contingent right to receive one share of the Issuer's common stock, which can vest between 0% - 200% of the target number of shares, based on relative total stockholder return of the Issuer as compared to the MVIS Index. The PSUs are scheduled to vest in three equal tranches in 2026, 2027 and 2028. ( 12 )The options are scheduled to vest in three equal tranches on March 1, 2026, March 1, 2027 and March 1, 2028.

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).

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