O'Rourke Stephen T. 4

What Happened

• Stephen T. O'Rourke, a director of Dakota Gold Corp. (DC), exercised 275,000 stock options on May 6, 2026. The exercise created an obligation of $1,309,000 (275,000 × $4.76).
• To satisfy the exercise price/tax liability, the issuer withheld 230,864 shares valued at $5.67 each (total $1,308,999). After withholding, O'Rourke received a net 44,136 shares.
• Transaction codes: M = option exercise/conversion; F = shares withheld to pay exercise price/taxes (cashless/net settlement).

Key Details

• Transaction date: May 6, 2026. Form 4 filed: May 8, 2026 (timely).
• Exercise terms recorded: 275,000 options exercised; exercise price obligation shown as $1,309,000 (275,000 × $4.76).
• Shares withheld: 230,864 shares withheld at $5.67 (closing price on NYSE American on May 6, 2026) to cover exercise price/tax liability ($1,308,999).
• Net shares retained by insider: 44,136 shares (275,000 − 230,864).
• Vesting note: Options vested one‑third on each of May 17, 2021, 2022 and 2023 (footnote F2).
• Filing remarks include Exhibit 24.1 Power of Attorney; no late filing flag in the report.

Context

• This was effectively a cashless/net exercise of vested options: options were converted and sufficient shares were withheld by the issuer to cover the exercise cost and taxes, leaving a smaller number of net shares delivered to the director.
• Such withholding is routine for option exercises and does not by itself indicate a change in insider sentiment.