UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 926, 2026

DAKOTA GOLD CORP.
(Exact name of registrant as specified in its charter)

Delaware	001-41349	85-3475290
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
106 Glendale Drive, Suite A, Lead, South Dakota, United States 57754 (Address of principal executive offices) (Zip Code)
106 Glendale Drive, Suite A Lead, South Dakota, United States 57754 (Address of principal executive offices) (Zip Code)
(605) 906-8363 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	DC	NYSE American LLC
Warrants, each whole warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08 per share	DC.WS	NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08	DC.WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9 26, 2026, ~~Dakota~~ ~~Gold~~the ~~Corp.~~Board of Directors (the “~~Company~~Board”) ~~entered~~of ~~into~~Dakota anGold ~~underwriting~~Corp. ~~agreement~~ (the “~~Underwriting Agreement~~Company”) ~~with~~appointed ~~BMO Capital~~Brian ~~Markets Corp~~G. ~~and~~Iverson ~~Scotia~~as ~~Capital~~a ~~Inc.~~director, effective as ~~representatives~~ of ~~the several underwriters named therein (the “Underwriters”),~~March ~~pursuant~~1, to2026. ~~which~~Mr. ~~the~~Iverson ~~Company~~will ~~agreed~~stand tofor ~~issue~~election ~~and~~by ~~sell~~stockholders anat ~~aggregate~~the of2026 ~~12,336,000~~Annual ~~shares~~Meeting of ~~its~~Stockholders. ~~common~~The ~~stock,~~Board ~~par~~has ~~value~~not ~~$0.001~~yet ~~(the~~made ~~“Shares”),~~a todetermination ~~the~~regarding ~~Underwriters~~any ~~(the~~committee ~~“Offering”).~~assignments ~~The~~for ~~Company~~Mr. ~~granted~~Iverson. ~~the~~Mr. ~~Underwriters~~Iverson anwill ~~option~~participate toin ~~purchase~~the upnon-employee todirector ~~an additional 1,850,400~~compensation ~~Shares~~program ~~within~~described 30in ~~days.~~the ~~The~~Company’s ~~Shares~~proxy ~~were~~statement ~~offered~~for to the ~~public~~2025 atAnnual anMeeting ~~offering price~~ of $6Stockholders.~~08 per Share.~~

~~The~~There ~~Underwriting~~are ~~Agreement contains~~no ~~customary~~arrangements ~~representations~~or ~~and~~understandings ~~warranties,~~between Mr. ~~conditions~~Iverson toand ~~closing,~~any ~~market~~other ~~standoff~~persons ~~provisions,~~pursuant ~~termination~~to ~~provisions~~which ~~and~~he ~~indemnification obligations,~~was ~~including~~appointed ~~for~~as ~~liabilities~~a ~~under~~director ~~the Securities Act~~ of ~~1933, as amended (~~the ~~“Securities~~Company. ~~Act”)~~Mr. ~~The~~Iverson ~~Offering~~does ~~is being~~not ~~made~~have ~~pursuant~~any tofamily relationships ~~the~~with ~~shelf~~any ~~registration~~of ~~statement on Form S-3 (File No. 333-288922) that was filed by~~ the Company’s ~~with the~~directors ~~Securities~~or ~~and~~executive ~~Exchange~~officers ~~Commission~~nor ~~(the~~any ~~“SEC”)~~direct onor ~~July 24,~~indirect ~~2025~~material ~~and~~interest ~~declared~~in ~~effective~~any ~~by the SEC on August 8,~~transaction ~~2025,~~or ~~and~~proposed atransaction ~~related~~required ~~prospectus~~to ~~supplement,~~be ~~dated~~disclosed ~~February 9,~~under ~~2026,~~Item ~~filed with the SEC pursuant to Rule 424~~404(ba) ~~under~~ ~~the Securities~~of ~~Act~~Regulation S-K.

The Offering closed on February 11, 2026. The Company estimates that the net proceeds from the Offering will be approximately $70.55 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 9, 2026
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DAKOTA GOLD CORP. /s/ ~~Shawn~~Amy ~~Campbell~~Koenig Name: ~~Shawn~~Amy ~~Campbell~~Koenig Title: Senior Vice President, Chief ~~Financial~~Legal Officer & Corporate Secretary

Date: ~~February 11~~March 2, 2026

Filing Compare · Dakota Gold Corp.