Stockholders' Equity

12 Months Ended

Dec. 31, 2025

NOTE 7 - Stockholders’ Equity

Common Stock

The holders of the Company’s common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of common stock have the sole right to vote. The common stock does not have any cumulative voting, pre-emptive, subscription or conversion rights. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our articles of incorporation) requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is present. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

On May 13, 2025, the stockholders of the Company voted to increase the number of shares of common stock reserved for issuance pursuant to awards under the Company’s 2022 Stock Incentive Plan from 6,250,000 to 10,750,000. As of December 31, 2025, a total of 4,570,042 shares of common stock remain available for future grants under the 2022 Stock Incentive Plan.

On March 25, 2025, the Company announced a public offering (the “Offering”) through which the Company raised gross proceeds of approximately $35.1 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share. The Company incurred a total of approximately $2.3 million of share issuance costs pursuant to the Offering and recorded the share issuance costs as a reduction to proceeds in additional paid-in capital.

On October 21, 2022, the Company entered into an Equity Distribution Agreement (“EDM”) with BMO Capital Markets Corp. and Canaccord Genuity LLC to establish an ATM Program. On December 10, 2024, Dakota Gold entered into an Amended and Restated EDM with BMO Capital Markets Corp. and Canaccord Genuity LLC. On November 13, 2025, Dakota Gold entered into another Amended and Restated EDM with BMO Capital Markets Corp., Canaccord Genuity LLC and H.C. Wainwright & Co., LLC (collectively, the “Sales Agents”). Under the terms of the Amended and Restated EDM, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $50 million from time to time through any of the Sales Agents. During the years ended December 31, 2025 and 2024, the Company utilized the ATM Program to raise net proceeds of approximately $9.9 million and $9.9 million, respectively, by issuing 3,022,019 and 4,510,486 shares of common stock, respectively.

On October 20, 2023, OMF Fund IV SPV C LLC, an entity managed by Orion Mine Finance (“Orion”), was granted a right to match the terms of future financings of the Company (the “Matching Right”). Orion’s Matching Right does not include any equity or convertible debt offering conducted by the Company on a non-brokered basis or conducted by banks or brokers with aggregate proceeds of up to $200 million (of which no more than $50 million may be in the form of unsecured convertible debt), including equity issuances from the Company’s ATM Program. The Matching Right will expire on the earlier of (i) October 11, 2033, (ii) the date that is 24 months after the date the Company obtains all permits and planning approvals necessary for construction on one of its material properties, and (iii) the closing of a financing by the Company in the aggregate amount of at least $300 million, so long as the Company complied with its obligation to permit Orion to exercise its Matching Right. As of December 31, 2025, the Company has raised approximately $58.4 million in exempt gross proceeds, and no proceeds subject to the Matching Right. Subsequent to December 31, 2025, the Company raised approximately $3.6 million in gross proceeds utilizing the ATM Program and approximately $75.0 million in gross proceeds through a public offering, all of which were exempt from the Matching Right (Note 11). As of March 25, 2026, the Company has approximately $61.6 million in exemptions from the Matching Right remaining.

NOTE 7 - Stockholders’ Equity (continued)

Stock-based Compensation

Stock-based compensation expense is included in exploration as well as general and administrative expenses, based upon the primary activities of the grantees. The Company recognized stock-based compensation expense as follows in the accompanying consolidated statement of operations:


		Years Ended December 31,
		2025		2024
		$		$
RSUs		1,555,098		1,616,421
PSUs		366,738		825,633
Stock options		598,053		571,004
Other		—		131,639
Allocated to general and administrative expense		2,519,889		3,144,697

RSUs		535,603		305,557
PSUs		173,048		211,982
Stock options		224,795		114,043
Allocated to exploration expense		933,446		631,582
Total stock-based compensation expense		3,453,335		3,776,279

As of December 31, 2025, unrecognized compensation expense and weighted-average vesting period for each of the Company’s stock-based compensation awards were as follows:


		Unrecognized		Weighted-
		Compensation		average
		Expense		Vesting Period
		$		Years
RSUs		1,748,014		2.10
PSUs		229,852		1.38
Stock options		1,630,841		2.42
		3,608,707		2.20

Stock Options

Outstanding stock options under the 2022 Stock Incentive Plan have a term of five years.

During the years ended December 31, 2025 and 2024, the Company issued stock options, exercisable for up to five years, to certain executive officers, where vesting occurs over a one -to- three -year period based on a time-of-service vesting condition. To determine stock-based compensation expense for stock options, the fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model for the periods presented, which requires certain assumptions to determine fair value. The key assumptions for the stock option grants in the years ended December 31, 2025 and 2024 are as follows:


		Years Ended December 31,
		2025		2024
Weighted-average expected volatility		63.9	%	65.6	%
Weighted-average expected life in years		3.5		3.5
Weighted-average dividend yield		0.0	%	0.0	%
Weighted-average risk-free interest rate		3.91	%	4.26	%

The average grant date fair value of the options was $1.57 and $1.05 per share for those issued during the year ended December 31, 2025 and 2024, respectively.

NOTE 7 - Stockholders’ Equity (continued)

For 2025 options, estimated volatility is based on historical volatility of the Company’s stock. Prior to 2024, this estimate was based on the average volatility of the Company’s peer group as there was no sufficient historical data to make this estimate.

The stock-based compensation expense related to the options has been recognized in the Company’s consolidated financial statements since the grant date and the fair value, estimated at the initial grant date using the Black-Scholes option pricing model, will continue to be amortized over the vesting period.

A summary of the Company’s stock option activity and related information for the year ended December 31, 2025 is as follows:


						Weighted
						Average
				Weighted		Remaining		Aggregate
				Average		Contractual		Intrinsic
		Number		Exercise Price		Life		Value
		#		$		Years		$
Outstanding as of December 31, 2024		4,177,876		3.63		2.13		196,327
Options granted		1,507,634		3.21
Options forfeited/cancelled		(500,429)		3.43
Options exercised		(388,999)		2.35
Outstanding as of December 31, 2025		4,796,082		3.62		2.14		9,880,933
Options exercisable as of December 31, 2025		3,047,907		3.93		0.95		5,343,779

The total intrinsic value of options exercised in the years ended December 31, 2025 and 2024 was approximately $0.8 million and $0.0 million, respectively.

A summary of the Company’s stock options outstanding at December 31, 2025 follows:


		Number of		Exercise		Remaining
Expiry Date		Options		Price		Life
		#		$		Years
March 15, 2026		242,876		1.92		0.20
May 17, 2026		1,346,875		4.76		0.38
September 13, 2026		200,000		5.09		0.70
October 18, 2026		300,000		4.64		0.80
September 2, 2027		571,447		3.01		1.67
March 1, 2028		270,477		2.81		2.17
March 1, 2029		356,773		2.12		3.17
March 3, 2030		108,634		3.03		4.17
April 24, 2030		374,000		2.75		4.32
May 20, 2030		200,000		2.97		4.39
June 1, 2030		500,000		3.06		4.42
September 1, 2030		325,000		4.17		4.67
		4,796,082

RSUs

The Company’s 2022 Stock Incentive Plan provides for the issuance of RSUs in amounts as approved by the Company’s board of directors.

During the years ended December 31, 2025 and 2024, the Company granted RSUs to executive officers, directors and employees. Each RSU represents the right to receive one share of the Company’s common stock. The fair value of RSUs granted were measured at the grant-date price of the Company’s shares and vest over a three -year period. The stock-based compensation expense related to RSUs will continue to be amortized over the vesting period.

NOTE 7 - Stockholders’ Equity (continued)

The Company recognized stock-based compensation expense, which was allocated to exploration expenses and general and administrative expenses, based upon the primary activities of the grantees.

During the year ended December 31, 2025, 742,229 RSUs were settled through the issuance of 561,696 shares of common stock and payment of approximately $0.6 million for related withholding taxes. During the year ended December 31, 2024, 371,453 RSUs were settled through the issuance of 371,453 shares of common stock.

PSUs

The Company’s 2022 Stock Incentive Plan provides for the issuance of PSUs in amounts as approved by the Company’s Board of Directors.

During the years ended December 31, 2025 and 2024, the Company granted PSUs to executive officers.

The PSUs granted in the years ended December 31, 2025 and 2024 vest over a three -year period. Each PSU award entitles the participant to receive a variable number of shares of the Company’s common stock based on the Company’s performance against the MVIS Global Junior Gold Miners Index for the relevant performance periods. The total number of shares that may be earned for PSUs is based on performance over the performance period and ranges from 0% to 200% of the target number of shares, based on the table below:


Company Stock Price
Performance Relative to
Index Performance by:		Index Multiplier
>=50%		200%
Equals		100%
negative 50%		50%
<negative 50%		0%

The fair value of the PSUs was determined using a Monte Carlo simulation, and the weighted average assumptions of the PSUs are as follows:


		Years Ended December 31,
		2025		2024
Weighted-average expected volatility		62.7	%	65.6	%
Discount period in years		1.03		1.83
Weighted-average dividend yield		0.0	%	0.0	%
Risk-free rate		4.06	%	4.37	%

The stock-based compensation expense related to PSUs will be attributed separately for each vesting tranche of the award. The stock-based compensation for each vesting tranche will be recognized ratably from the service inception date to the vesting date for each tranche. The Company recognized stock-based compensation expense, which was allocated to exploration expenses and general and administrative expenses, based upon the primary activities of the grantees.

During the year ended December 31, 2025, 310,899 PSUs settled at 74% of performance target through the issuance of 216,748 shares of common stock and payment of approximately $0.2 million for related withholding taxes. During the year ended December 31, 2024, 147,337 PSUs settled at 78% of performance target through the issuance of 115,517 shares of common stock.

NOTE 7 - Stockholders’ Equity (continued)

A summary of the status and activity of the Company’s non-vested RSUs and PSUs for the year ended December 31, 2025 is as follows:


				Weighted-				Weighted-
				average Grant				average Grant
				Date Fair				Date Fair
		Number of		Value per		Number of		Value per
		RSU Awards		Award		PSU Awards		Award
		#		$		#		$
Non-vested, December 31, 2024		1,465,263		2.42		699,289		2.89
Granted		927,909		3.10		107,259		3.61
Vested		(742,229)		2.55		(310,899)		2.44
Forfeited/cancelled		(114,863)		2.76		(150,187)		2.39
Non-vested, December 31, 2025		1,536,080		2.74		345,462		3.74

The total intrinsic value of RSUs that settled in the years ended December 31, 2025 and 2024 was approximately $2.3 million and $0.9 million, respectively. The total intrinsic value of PSUs that settled in the years ended December 31, 2025 and 2024 was approximately $0.9 million and $0.2 million, respectively.

Warrants

During the year ended December 31, 2025, the Company issued no warrants. A summary of the Company’s warrant activity is as follows:


				Weighted
				Average
		Warrants		Exercise Price
		#		$
Balance, December 31, 2024		7,602,993		2.08
Exercised		(2,020,448)		2.08
Balance, December 31, 2025		5,582,545		2.08

As of December 31, 2025, all 5,582,545 outstanding warrants had a remaining life of 0.20 years, an exercise price of $2.08 and expire on March 15, 2026.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Dakota Gold Corp. 10-K