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DC 10-K & 10-Q changes, risk factors and insider trading

Dakota Gold Corp. · NYSE · Metal Mining · CIK 1852353 · All filings on SEC.gov

Everything below is quoted or computed from Dakota Gold Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 23risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
4Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-25 (period ending 2025-12-31) with 10-K filed 2025-03-20 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
23removed paragraphs
25reworded paragraphs
8,760 → 8,108words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: fine, penalt, regulation
“Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. …”
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Reworded topics: fine, penalt, regulation

Paragraph as it now reads, with added and removed wording marked:

All of our operations are subject to extensive environmental regulations that can substantially delay exploration and make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration, or other activities, and adversely affect our financial position. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. If we are unable to fully remedy an environmental problem, we might be required to suspend exploration operations or to enter into interim compliance measures pending the completion of the required remedy. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) and such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration will be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under specific federal and state exploration operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.
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Removed text topics: china, inflation, interest rate
“gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves, speculative short positions taken by significant investors or traders in gold, the relative strength of the U.S. …”
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Removed text topics: regulation, climate
“costs to bringing the property into production, including, but not limited to exploration work, preparation of production feasibility studies, and allowance for production facilities, availability and costs of financing, ongoing costs of production, environmental compliance regulations and restraints, and political climate and/or governmental regulation and control.”
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Removed text topics: labor
“fluctuation in production costs that make mining uneconomic, social, community or labor disputes resulting in work stoppages or delays, or related loss of social acceptance of community support, changes to legal and regulatory requirements, encountering unusual or unexpected formations, environmental hazards, noxious fumes and gases, ground and water conditions, difficult surface or underground conditions, industrial accidents, security incidents, failure of unproven or evolving technologies or loss of information integrity or data, metallurgical and other processing problems, mechanical and …”
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Removed text topics: regulation
“Substantial expenditures and time are required to establish the existence of proven and probable reserves through drilling and analysis, and to develop the mines and facilities and infrastructure at any site chosen for mining. …”
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Full comparison: every changed paragraph (48)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Upon the discovery of mineral resources in commercially exploitable quantities on any of our properties such as those identified in the February 6th2025 Richmond Hill Initial Assessment,IA, we will be required to expend substantial sums of money to establish the extent of the resource, engage in drilling operations and develop extraction and processing facilities (or make arrangements therefor) and infrastructure. We currently do not have adequate capital to develop necessary facilities and infrastructure and will need to raise additional funds. Although we may derive substantial benefits from the discovery of commercially exploitable deposits, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Reworded

Our business and operations are highly dependent on the market prices of our common stockstock, gold and gold,silver, and these prices can be volatile. Any prolonged decline in the price of our common stockstock, gold or goldsilver prices in general could affect our ability to raise further working capital and adversely impact our operations.

Reworded

The value of our assets, our ability to raise capital and any future economic returns are substantially dependent on the prices of gold.gold and silver. The prices of gold priceand fluctuatessilver fluctuate on a daily basis and isare affected by numerous factors beyond our control. Factors tending to influence gold and silver prices include:

Removed

gold sales or leasing by governments and central banks or changes in their monetary policy, including gold inventory management and reallocation of reserves, speculative short positions taken by significant investors or traders in gold, the relative strength of the U.S. dollar, expectations of the future rate of inflation, interest rates, changes to economic activity in the United States, China, India and other industrialized or developing countries, geopolitical conflicts, changes in industrial, jewelry or investment demand, changes in supply from production, disinvestment and scrap, and forward sales by producers in hedging or similar transactions.

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The share prices of gold and silver exploration companies havemay significantly underperformedunderperform the movement in the price of physical gold.gold and silver. Even if the price of physical gold continuesand tosilver increase from recent all time high prices,increases, our share price may continue to decline due to this disconnect.

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costs to bringing the property into production, including, but not limited to exploration work, preparation of production feasibility studies, and allowance for production facilities, availability and costs of financing, ongoing costs of production, environmental compliance regulations and restraints, and political climate and/or governmental regulation and control.

Reworded

The values of our properties are subject to volatility in the price of goldgold, silver and any other deposits we may seek or locate.

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Our ability to obtain additional and continuing funding is affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold and silver by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major goldgold, silver or other mineral producing countries throughout the world, such as Russia and South Africa. The price of goldgold, silver or other minerals have fluctuated widely in recent years, and a decline in the price of gold and silver could cause a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration activities of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all of these rights. Additionally, the future progression of our properties beyond the exploration stage is heavily dependent upon the level of gold and silver prices remaining sufficiently high to make the continuation of our properties economically viable. You may lose your investment if the price of gold or silver decreases. The greater the decrease in the price of gold,gold or silver, the more likely it is that you will lose money.

Removed

Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels of exploration activities at our properties or require abandonment or delays in future activities.

Reworded

All of our operations are subject to extensive environmental regulations that can substantially delay exploration and make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration, or other activities, and adversely affect our financial position. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. If we are unable to fully remedy an environmental problem, we might be required to suspend exploration operations or to enter into interim compliance measures pending the completion of the required remedy. We have not purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities) and such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration will be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under specific federal and state exploration operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.

Reworded

Additionally, a number of governments or governmental bodies have historically introduced or are contemplating regulatory changes in response to the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the public sentiment, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

Reworded

We cannot guarantee that title to our properties will not be challenged. Title insurance is not available for our mineral properties, and our ability to ensure that we have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. Some of our properties are unpatented mining claims created and maintained in accordance with the federal General Mining Law of 1872. Unpatented claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. We have not obtained title insurance regarding these claims. Defending any challenges to our property titles may be costly and may divert funds that could otherwise be used for exploration activities and other purposes. We cannot provide any assurances that there are no title defects affecting our properties. In addition, unpatented claims are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold.gold and silver. Challenges to our title may increase its costs of operation or limit our ability to explore on certain portions of our properties. We are not insured against challenges, impairments or defects to our property titles, nor do we intend to carry extensive title insurance in the future.

Reworded

Both mineral exploration and extraction require permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Our ability to conduct exploration, and related activities may also be impacted by administrative actions taken by federal agencies.

Reworded

Companies such as ours that plan to engage in exploration and extraction activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels of exploration activities at our properties or require abandonment or delays in future activities. Issuance of permits for our activities is subject to the discretion of government authorities, and we may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration or development of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could face difficulty and/or fail.

Reworded

Our potential revenue and profitability based upon our exploitation and development of the Black Hills Property may be contingent upon our gaining additional access to the properties through ingress and egress routes that are owned by private landowners. We may require agreements with those landowners to facilitate ingress and egress to our properties. If we fail to enter into such agreements on favourablefavorable terms, we may have difficulty conducting exploration, development and mining operations, which may result in our inability to implement our business plans.

Reworded

Despite our and our third-party service providers'providers’ efforts to protect our data and information, we and our service providers have been and may in the future be vulnerable to security breaches, theft, misplaced or lost data, programming errors, phishing attacks, denial of service attacks, acts of vandalism, computer viruses, malware, ransomware, employee errors and/or malfeasance or similar events, including those perpetrated by criminals or nation-state actors, that could potentially lead to the compromise, unauthorized access, use, disclosure, modification or destruction of data or information, improper use of our systems and operational disruptions. To date we have experienced no material losses from cyber-attacks. In addition, a cyber-attack or any other significant compromise or breach of our data security, media reports about such an incident, whether accurate or not, or, under certain circumstances, our failure to make adequate or timely disclosures to the public, law enforcement agencies or affected individuals following any such event, whether due to delayed discovery or a failure to follow existing protocols, could adversely impact our operating results and result in other negative consequences, including damage to our reputation or competitiveness, harm to our relationships with partners and other third parties, distraction to our management, remediation or increased protection costs, significant litigation or regulatory actions, fines and penalties.

Reworded

In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law, as well as legislation that would make comprehensive changes to the law. Although no such comprehensive legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future. If adopted, such legislation, if it includes concepts that have been part of previous legislative proposals, could, among other things, (i) limit on the number of millsites that a claimant may use, (ii) impose time limits on the effectiveness of plans of operation that may not coincide with mine life, (iii) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims and millsites, (iv) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the General Mining Law, (v) allow for administrative determinations that mining would not be allowed in situations where undue degradation of the federal lands in question could not be prevented, (vi) impose royalties on gold and other mineral production from unpatented mining claims or impose fees on production from patented mining claims, and (vii) impose a fee on the amount of material displaced at a mine. Further, such legislation, if enacted, could have an adverse impact on earnings from our exploration operations, could reduce future estimates of any reserves we may establish and could curtail our future exploration activity on our unpatented claims.

Removed

Our ability to conduct exploration, and related activities may also be impacted by administrative actions taken by federal agencies.

Reworded

We do not know if our properties contain any goldgold, silver or other minerals that can be mined at a profit.

Reworded

Natural resource exploration and exploring for gold,gold and silver, in particular, is a business that by its nature is very speculative. Although the properties on which we have the right to explore for goldminerals are known to have historic deposits of gold,gold or silver, there can be no assurance such deposits can be mined at a profit. Whether a gold or silver deposit can be mined at a profit depends upon many factors. Some but not all of these factors include: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; operating costs including labor and technology costs and capital expenditures required to start mining a deposit; the availability and cost of financing; the price of gold,gold and silver, which is highly volatile and cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection.

Reworded

On February 6, 2025, the Company announced the RichmondFebruary Hill2025 Initial AssessmentIA containing an estimated mineral resource as defined by S-K 1300 for the Richmond Hill Gold Project. Estimates of mineral resources are subject to considerable uncertainty. Such estimates are largely based on the market prices of metals, as well as interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If the Company determines that certain estimated mineral resources have become uneconomic, it may be forced to reduce its estimates. Furthermore, there can be no assurance that estimates of mineral resources will be upgraded to mineral reserves or may ultimately be extracted.

Reworded

While we believe there are positive indicators that our properties may contain commercially exploitable minerals, such belief has been based solely on preliminary tests that we have conducted, and data provided by third parties. Item 2 Properties contains a description of our Quality Assurance program over our testing and use of data. There can be no assurance that the tests and data upon which we have relied is correct or accurate. Moreover, mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are risks involved in the conduct of exploration programs. The success of mineral exploration and development is determined in part by the following factors:

Removed

the identification of potential mineralization based on analysis, the availability of permits, the quality of our management and our geological and technical expertise, and the capital available for mining operations.

Removed

Our potential revenue and profitability based upon exploitation and development of the Black Hills Property is contingent upon our gaining certain governmental permits and approvals. We must apply and go through regulatory approval in order to implement any development plans. If we fail to obtain the governmental permits and approvals, we may have difficulty implementing our exploration, mining and business plans.

Removed

Substantial expenditures and time are required to establish the existence of proven and probable reserves through drilling and analysis, and to develop the mines and facilities and infrastructure at any site chosen for mining. Whether a mineral or metal deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. If our exploration and extraction activities are not successful, our business will likely fail.

Removed

fluctuation in production costs that make mining uneconomic, social, community or labor disputes resulting in work stoppages or delays, or related loss of social acceptance of community support, changes to legal and regulatory requirements, encountering unusual or unexpected formations, environmental hazards, noxious fumes and gases, ground and water conditions, difficult surface or underground conditions, industrial accidents, security incidents, failure of unproven or evolving technologies or loss of information integrity or data, metallurgical and other processing problems, mechanical and equipment performance problems, failure of pit walls, dams, declines, drifts and shafts, personal injury, fire, cave-ins, seismic activity, flooding, landslides or other inclement weather conditions, including those impacting operations or the ability to access and supply sites, unanticipated variations in grades of minerals or metals and other geologic problems, and decrease in the value of mineralized material due to lower gold, silver and metal prices.

Reworded

We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we will incur a write-down on our investment in such property interests. All these factors may result in losses in relation to amounts spent which are not recoverable. The payment of any liabilities that arise from any such occurrence would have a material, adverse impact on our Company.

Reworded

Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for goldgold, silver and other minerals.

Reworded

Gold exploration, and mineral exploration in general, is a very competitive business. Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. The recent inflationary environment has also resulted in a significant increase in costs. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

Reworded

To the extent any pandemic materially adversely affects the Company'sCompany’s business and financial results, as discussed above, it may also have the effect of heightening many of the other risks described in this Risk Factors section, such as those relating to operation, indebtedness, and financing. The Company is unable to predict the ultimate adverse impact of any pandemic on the business, which will depend on numerous evolving factors and future developments, including the pandemic'spandemic’s ongoing effect on the demand for silvergold and gold,silver, as well as the response of the overall economy and the financial markets after the pandemic and response measures come to an end, the timing of which remains highly unpredictable.

Reworded

Further, market volatility, driven by shifts in U.S. and foreign trade policies, fluctuating interest rates, or currency controls may affect gold and silver prices, capital availability, and investor confidence. Even the perception of these risks could lead to reduced investment, higher production costs, and operational challenges. If such trends continue, they may have a material adverse effect on the business and financial performance.

Removed

changes in the worldwide price for the metals we intend to mine;

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adverse results from our exploration, development, or production efforts;

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producing at rates lower than those targeted;

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political and regulatory risks and social unrest, including geopolitical conflicts;

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weather conditions and extreme weather events, including unusually heavy rains;

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failure to meet our revenue or profit goals or operating budget;

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decline in demand for our common stock;

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downward revisions in securities analysts' estimates or changes in global financial markets and global economies and general market conditions;

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technological innovations by competitors or in competing technologies;

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investor perception of our industry or our prospects;

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lawsuits;

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economic impact from spread of disease;

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our ability to integrate and operate the companies and the businesses that we acquire;

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interest rate levels and expectations of future changes in interest rates;

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actions by government or central banks; and general economic trends.

Reworded

As of March 20,25, 2025,2026, our directors and officers as a group hold approximately 15%8% of our outstanding common stock. As a result, these individuals willmay be able to influence the outcome of stockholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our articles of incorporation or proposed mergers or other significant corporate transactions. The interests of our directors and officers in these matters may not always align with the interests of some of our stockholders.

Reworded

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company until December 31, 2027, which is the end of the fiscal year in which the 5th anniversary of our initial public offering occurred, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of June 30th 2025 or 2026, which is the last business day of our second fiscal quarter, in which case we would no longer be an emerging growth company as of the following January 1st, which is the beginning of the our fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

38new paragraphs
25removed paragraphs
10reworded paragraphs
3,433 → 3,245words in section

New heading “Significant Developments”

New heading “Years Ended December 31, 2025 and 2024”

New heading “Judgments and Uncertainties”

New heading “Sensitivity of Estimate to Change”

Removed heading “Years Ended December 31, 2024 and 2023”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: fine, competition
“The Company's projects are all at the exploration stage and do not generate revenues. Other than the mineral resource at the Richmond Hill Property, the Company has not established that any of its properties or projects contain mineral resources or mineral reserves as defined under S-K 1300. Expenditure projections are subject to numerous contingencies and risk factors beyond the Company's control, including exploration and development risks, competition from well-funded competitors, and the Company's ability to manage growth and assessments of ongoing exploration activities and results. …”
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New text
“Years Ended December 31, 2025 and 2024”
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“Years Ended December 31, 2024 and 2023”
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New text topics: fine
“Planned activities in 2026 for our Richmond Hill Project include an extensive drilling campaign totaling approximately 15,500 meters across infill, step-out, condemnation, and geotechnical drilling. Infill drilling within the 10-year mine plan is intended to convert inferred resources to measured and indicated classifications, while step-out drilling to the north and northeast targets potential resource expansion. Additional drilling is planned to support infrastructure siting, overburden stockpile areas, and pit slope stability analyses. …”
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New text
“Sensitivity of Estimate to Change”
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“Judgments and Uncertainties”
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Full comparison: every changed paragraph (73)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

The Company'sCompany’s goal is to create stockholder value through the acquisition, responsible exploration, and future development of high caliber gold properties in the Homestake District of South Dakota. Management and the technical teams cumulatively have several hundred years of international mining and exploration experience and key personnel have more than 50 combined years of experience in the Homestake District, mostly with the Homestake Mining Company, as well as other exploration companies that have operated in the region. TheWe Companybelieve believesthat this experience uniquely positions the Company and will allow itus to leverage itsour direct experience and knowledge of past exploration and mining activities in the Homestake District. Combined with the use of modern exploration and mining techniques, and new geologic understanding from experience in other mines, new research and information extracted from itsour new geophysical surveys, thewe Company hopeshope to focus itsour programs and build upon dominance where the historic Homestake Mining Company left off in the 1990's.1990s.

Reworded

The Homestake District has historically yielded approximately 4645 million ounces of gold production as of December 31, 2025 with most of it coming from within a small geographic area. The production ledges of the Homestake Mine define a cumulative surface projection area of much less than three square miles. Homestake Mining Company'sCompany’s historic gold production and exploration in the Homestake District was overwhelmingly focused on the underground mine. Modern statistical studies of ore deposit trends and understanding of the distribution of large gold camps around the world indicates that large gold deposits generally form in distinct camps and normally occur in clusters that show predictable distributions (Zipf's Law Applied to Ore Deposits). The Company believes this might be true for the Homestake District. Outside of the mine area, the Homestake District has been underexplored and lacksheretofore has not been the subject of modern exploration efforts required to search for other depositsdeposits, especially under the cover of younger rocks that dominate the surface.

Reworded

SinceWe 2012, the Company hashave consistently pursued a strategy of expanding itsour portfolio of brownfield properties located exclusively within the Homestake District to build a dominantstrong land position with the goal of consolidating possible mineral potential. Property acquisitions are focused and based on past exploration, the access to proprietary data sets the Company has assembled over the years, and new research and remote data acquisition (Magnetics, Gravity and Radiometric) that has been conducted over the Homestake District that hosts the Homestake Gold Deposit.

Reworded

Other than our mineral resource estimate with an effective date of February 3, 2025 contained in our IA, none of our other properties are sufficiently drilled to prepare an estimate of mineral resources under S-K 1300. The Company believes the Homestake District is in a safe, low-costsafe jurisdiction with well-developed infrastructure and is in a favorable regulatory environment in which authorities have consistently demonstrated a willingness to work with responsible operators to permit well-planned compliant projects.

Reworded

Permitting and site preparations were initiated for the first drilling program on the iron-formation target and other Tertiary-age replacement targets in the Maitland area and drilling commenced in early 2022. The Company has sinceWe expanded itsour drilling operations to the Richmond Hill Project and hashave variedhad between zeroup to four drill rigs operating on Dakota Gold properties at any point in time. Dakota Gold has completed permit applications and environmental field work for exploration on several target areas and currently has ninefourteen active permits in place: fourwith onone theadditional Maitlandpermit Project,being threeprocessed on thefor Richmond Hill Project,in one on the City Creek Project and one on the Cambrian Unconformity Project.2025. Permitting for targets for some of the other Dakota Gold Properties may be advanced for drilling as exploration activitiestargets continueis throughoutanticipated thein year.2026.

Added

In total, Dakota Gold has completed 473 holes for over 493,472 feet (150,493 meters) since drilling started in 2022.

Added

Significant Developments

Removed

In total, Dakota Gold has completed 231 drill holes for 397,599 feet (121,188 meters) since drilling started in 2022. The Company completed 25 holes for 70,181feet (21,391 meters) of core drilling on three projects in 2022. The areas drilled were the Maitland Project (39,231 feet; 11,958 meters), the Richmond Hill Project (24,865 feet; 7,579 meters), and the Cambrian Unconformity Project (6,084 feet; 1,854 meters). The Company then completed 89 holes for 180,727 feet (55,086 meters) of core on two projects in 2023; the areas drilled were the Maitland Gold Project (88,626 feet; 27,013 meters) and the Richmond Hill Project (92,101 feet; 24,184 meters). The Company completed 117 holes for 146,691feet feet (44,711 meters) of core on two projects during 2024; the areas drilled were the Maitland Gold Project (102,755 feet; 31,320 meters) and the Richmond Hill Project (43,936 feet; 13,392 meters).

Removed

On February 8, 2023, the Company announced the discovery of the Unionville Zone in MA22C-009, which intercepted mineralized, Precambrian hosted, Tertiary-age, epithermal gold mineralization in a structurally controlled breccia generally located beneath the horizon of the Cambrian hosted Tertiary replacement gold mineralization on the Maitland Mine. On May 4, 2023, the Company announced the discovery of the JB Zone in MA23C-017, which intercepted significant high-grade, Homestake-type, Precambrian mineralization over potentially mineable widths that has since been followed up with multiple gold intercepts in multiple limbs of Homestake iron formation, the geometry of which is indicative of the West-Ledge system at the Homestake Mine.

Removed

On April 13, 2023, the Company announced commencement of an infill and step-out drilling program at the Richmond Hill Property to convert and expand known gold mineralization identified in 880 historical drill holes, and expanded by new Dakota Gold drilling, into the maiden S-K 1300 compliant resource, which was released in April 2024. On September 27, 2023, the Company announced commencement of an infill drilling program at the Unionville Zone on the Maitland Project for the purpose of advancing to a S-K 1300 compliant resource for 2025.

Added

On June 26, 2024, the Company announced an additional investment by Orion of $6 million with the potential to increase to $9 million subject to future market conditions (the “2024 Orion Equity Investment”).

Added

On February 6, 2025, the Company announced that Barrick Gold agreed to extend the option period for both the Richmond Hill option and the Homestake option agreements until December 31, 2028, in return for additional annual cash payments of $170,000 and $340,000, respectively, combined as an annual payment of $510,000 on each of March 1, 2026 (paid), March 1, 2027 and March 1, 2028.

Added

On February 6, 2025, the Company announced the February 2025 IA, which was filed as an exhibit to the Company’s Current Report on Form 8-K.

Added

On March 25, 2025, the Company announced the successful closing of the Offering, whereby we raised net proceeds of approximately $32.8 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share.

Added

On May 19, 2025, the Company announced changes to its senior leadership team and Board of Directors. Jack Henris was appointed President and Chief Operating Officer (COO) of Dakota Gold effective June 1, 2025 upon the retirement of Gerald Aberle, the Company’s prior COO. Todd Kenner and Kevin Puil were appointed to the Board of Directors effective May 15, 2025, and Amy Koenig resigned from the Board of Directors on May 31, 2025 and assumed the role of Senior Vice President, Chief Legal Officer and Corporate Secretary for Dakota Gold effective June 1, 2025. Mr. Aberle retired as a director of the Company, effective August 8, 2025.

Added

On July 7, 2025, the Company announced the IACF, which was filed as an exhibit to the Company’s Current Report on Form 8-K.

Added

On November 13, 2025, the Company entered into an Amended and Restated Equity Distribution Agreement with BMO Capital Markets Corp., Canaccord Genuity LLC, and H.C. Wainwright & Co., LLC.

Removed

On August 7, 2024, the Company received permits to conduct infill and expansion drilling at the Richmond Hill Property. On November 4, 2024, the Company reported additional results from Richmond Hill drilling and announced its plans to complete an updated S-K 1300 resource estimate for Q1 2025 and a S-K 1300 initial assessment with cash flow analysis for Q2 2025.

Removed

On February 6, 2025, the Company announced the updated Richmond Hill Initial Assessment, which was prepared by the Qualified Persons working under Independent Mining Company and Woods Processing. This resource update identified a significant measured and indicated heap leachable gold resource containing 244.27 Mt at 0.463 g/t Au and 4.83 g/t Ag totalling 3.65 million ounces of gold and 38.09 million ounces of silver and an inferred heap leachable resource of 230.59 Mt at 0.353 g/t Au and 3.09 g/t Ag totalling 2.61 million ounces of gold and 22.79 million ounces of silver. In addition to the heap leachable resource, a measured and indicated mineral resource (composed of sulfide mineralization) containing 63.14 Mt at 0.483 g/t Au and 4.77 g/t Ag totalling 0.98 million ounces of gold and 9.68 million ounces of silver was identified. An indicated mineral resource of 183.45 Mt at 0.415 g/t Au and 4.97 g/t Ag containing 2.45 million ounces of gold and 29.32 million ounces of silver was also reported. Details of the Richmond Hill Initial Assessment and assumptions used in the resource estimations are shown on Table 1.

Added

Planned activities during 2026 will focus on advancing the Richmond Hill Project through feasibility, permitting, and technical de-risking while continuing to progress high-grade exploration at the Maitland Project. At Richmond Hill, the Company is transitioning from an Initial Assessment with Cash Flow to a Pre-Feasibility Study in the second half of 2026, followed by a Feasibility Study targeted for 2027. Key workstreams include mine planning optimization, engineering trade-off studies, metallurgical test work, and baseline data collection to support state and county permitting. Concurrently, the Company plans to file a Notice of Intent and advance permitting activities with Lawrence County and the South Dakota Department of Agriculture and Natural Resources, positioning the project for construction readiness following completion of feasibility studies.

Added

Planned activities in 2026 for our Richmond Hill Project include an extensive drilling campaign totaling approximately 15,500 meters across infill, step-out, condemnation, and geotechnical drilling. Infill drilling within the 10-year mine plan is intended to convert inferred resources to measured and indicated classifications, while step-out drilling to the north and northeast targets potential resource expansion. Additional drilling is planned to support infrastructure siting, overburden stockpile areas, and pit slope stability analyses. These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.

Added

Metallurgical test work represents another critical planned activity in 2026. The Company is conducting a staged metallurgical program, including ore characterization, column leach testing, comminution studies, and recovery optimization, with final results expected in the fourth quarter of 2026. This work will inform heap leach pad design, crushing and stacking configurations, agglomeration requirements, and Merrill-Crowe plant sizing. The results will be incorporated into feasibility trade-off studies evaluating mining and stacking rates, heap leach pad layout, and material handling alternatives to optimize project economics and operational flexibility.

Added

At the Maitland property, planned activities in 2026 will concentrate on advancing the Unionville Zone toward a maiden mineral resource by year-end. The Company has outlined an infill drilling program of approximately 5,600 meters in 44 holes targeting shallow Tertiary epithermal mineralization that remains open along strike and at depth. In parallel, the Company will continue to evaluate high-grade exploration optionality at the JB Gold Zone, where Precambrian iron-formation-hosted mineralization shows strong geological similarities to the historic Homestake Mine. These efforts are intended to demonstrate the broader district-scale potential of the Maitland property while maintaining focus on near-term value creation at Richmond Hill.

Added

Years Ended December 31, 2025 and 2024

Added

We had no operating revenues during the years ended December 31, 2025 and 2024. We had net losses and comprehensive losses of approximately $29.5 million and $33.9 million for the years ended December 31, 2025 and 2024, respectively.

Added

During the years ended December 31, 2025 and 2024, our exploration expenses totaled approximately $21.0 million and $23.7 million, respectively. The year-over-year decrease primarily related to the reduced level of activity associated with drilling prior to the Offering proceeds, which resulted in a decrease of approximately $6.4 million compared to 2024. In addition, assay costs decreased by approximately $0.6 million because of the lower level of drilling. These reductions were partially offset by increases in rental or maintenance expenditure on equipment of approximately $1.5 million to support the 2025 drilling program, an increase in studies and reports of approximately $1.8 million as the Company moved to complete its metallurgical test program, an increase in exploration payroll of approximately $0.4 million as part of the resumption of drilling, an increase in miscellaneous costs of approximately $0.3 million driven by higher reclamation costs, and an increase in non-cash exploration-related stock-based compensation expenses of approximately $0.3 million. Included in exploration costs were stock-based compensation expense of approximately $0.9 and $0.6 million for the years ended December 31, 2025 and 2024, respectively.

Added

Our general and administrative expenses for the year ended December 31, 2025 and 2024, were approximately $9.8 million and $10.6 million, respectively. These expenditures were primarily for legal, accounting, and professional fees, investor relations, and other general and administrative expenses necessary for our operations. The year-over-year decrease is primarily related to a decrease of approximately $0.4 million in investor relations costs, which were higher in the prior year as the Company was closing a financing, and a decrease in non-cash stock-based compensation expense of $0.6 million. This decrease was partially offset by an increase of $0.7 million in expenditures on support costs, which were higher than the prior year primarily due to marginally higher compensation costs related to the successful completion of the IACF and 2025 financing as well as legal and other fees relating to filing the registration statement Form S-3.

Added

We earned interest income from bank accounts of approximately $1.2 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively.

Added

We had losses from operations for the years ended December 31, 2025 and 2024, totaling approximately $30.8 million and $34.3 million respectively, losses before income tax of approximately $29.6 million and $33.9 million, respectively, leading to net losses of $29.5 million and $33.9 million, respectively.

Added

The effective tax rate for the fiscal year ended December 31, 2025 is less than the statutory rate as the Company is in a tax loss position and does not expect to use the tax losses in the near future.

Added

Cash used in operations for the year ended December 31, 2025 was approximately $25.4 million compared to approximately $31.5 million in the prior year. The Company was not drilling in the first quarter of 2025, the primary driver of higher operating expenses, as the Company was focused on the Richmond Hill Initial Assessment.

Added

Cash used in investing activities for the years ended December 31, 2025 was $0.4 million compared to $0.6 million in the prior year, due to lower expenditures on purchases of property and equipment and mineral properties.

Added

During the years ended December 31, 2025 and 2024, cash flows from financing activities were approximately $46.1 million and $15.9 million respectively.

Added

In the year ended December 31, 2025, the Company issued 3,022,019 shares of common stock under the ATM Program for net proceeds of approximately $9.7 million, 12,400,000 shares of common stock for net proceeds of approximately $32.8 million pursuant to the Offering, 2,020,448 shares of common stock for the exercise of warrants for proceeds of approximately $4.2 million and 120,250 shares of common stock for the exercise of stock options for proceeds of approximately $0.2 million. In addition, the Company issued 119,588 common shares for the exercise of options settled on a cashless basis. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.8 million.

Added

In the year ended December 31, 2024, the Company issued 2,344,836 shares of common stock for net proceeds of approximately $5.7 million pursuant to the 2024 Orion Equity Investment, a total of 4,510,486 shares of common stock under the ATM Program for net proceeds of approximately $9.9 million, and another 82,500 shares of common stock for the exercise of stock options for proceeds of approximately $0.2 million. Concurrent with the consummation of the 2024 Orion Equity Investment, the Company sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of approximately $0.2 million paid at closing.

Added

As of December 31, 2025 and 2024, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined by the SEC.

Removed

The Company's planned activities in fiscal 2025 will be focused on advancing exploration and resources development drilling on its Richmond Hill and Maitland projects. The Company also expects to issue an initial assessment with cash flow in mid-2025 and to initiate feasibility-level work on the Richmond Hill Property.

Removed

Additional land acquisition is possible and will be conducted on an opportunistic basis in order to enhance our ability to conduct efficient exploration and/or for control of developing targets found through the Company's ongoing exploration efforts.

Removed

With an expected drill program of two drill rigs operating at the Black Hills Property in 2025, the Company anticipates expenditures of up to approximately $25 million during the calendar year ending December 31, 2025. To fund expenditures at this level, the Company will be required to raise further capital. Should we be unable to raise capital, the Company can scale down the exploration program to maintain greater than 12 months of funding from December 31, 2024.

Removed

The Company's projects are all at the exploration stage and do not generate revenues. Other than the mineral resource at the Richmond Hill Property, the Company has not established that any of its properties or projects contain mineral resources or mineral reserves as defined under S-K 1300. Expenditure projections are subject to numerous contingencies and risk factors beyond the Company's control, including exploration and development risks, competition from well-funded competitors, and the Company's ability to manage growth and assessments of ongoing exploration activities and results. The Company cannot offer assurance that its expenses will either meet or exceed its projections.

Removed

Subsequent to December 31, 2024, the Company utilized its ATM to raise gross proceeds of approximately $7.45 million by issuing 2,548,713 shares of common stock. Additionally, approximately $1.62 million was raised through the exercise of 780,048 warrants and approximately $0.02 million was raised through the exercise of 10,000 options.

Reworded

The Company is in the exploration-stageexploration stage and currently does not generate revenues.revenue. As such, thewe Companyfinance finances itsour operations and the acquisition and exploration of itsour mineral properties through the issuance of common stock, and the Company could be materially adversely affected if itwe isare unable to raise capital because of market or other factors.

Reworded

As of December 31, 2024,2025, the Company had working capital of approximately $7.19$27.4 million and aan retainedaccumulated deficit of approximately $76.55$106.1 million. The Company had a net loss andof comprehensiveapproximately loss$29.5 million for the fiscal year ended December 31, 2024, of approximately $33.88 million.2025.

Added

On March 25, 2025, the Company announced a public offering (the “Offering”), whereby we raised net proceeds of approximately $32.8 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share.

Added

On February 11, 2026, the Company announced a public offering for 12,336,000 shares, gross proceeds of approximately $75 million, and net proceeds of approximately $71 million. In addition, on February 20, 2026, the underwriters elected to exercise their overallotment option for an additional 225,000 shares and gross proceeds of approximately $1.4 million.

Removed

During the year ended December 31, 2024, the Company issued 2,344,836 shares of common stock for net proceeds of approximately $5.71 million pursuant to the 2024 Orion Equity Investment, a total of 4,510,486 shares of common stock under its at-the-market program (the "ATM Program") for net proceeds of approximately $9.86 million, and another 82,500 shares of common stock for the exercise of stock options for proceeds of approximately $0.16 million. Concurrent with the consummation of the 2024 Orion Equity Investment, the Company sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of approximately $0.18 million paid at closing.

Reworded

During the 12 months ending December 31, 2025, theThe Company anticipates cash expenditures of approximately $25$32.3 million.million through to March 25, 2027.

Reworded

Based on the Company'sCompany’s cash balance at December 31, 20242025 of approximately $9.41$29.7 million and the anticipatedadditional abilityproceeds tofrom utilizeour theofferings ATMin Program2026, duringwe the year, the Company believesbelieve that itwe will have sufficient fundsliquidity to fund itsour activities for the 12next monthstwelve ended December 31, 2025.months. The actual timing of expected expenditures is dependent upon a number ofseveral factors, including the management of variable exploration expenditures.

Removed

Should it be unable to raise sufficient capital, the Company plans to scale down the exploration program in order to maintain greater than 12 months of funding as of December 31, 2024.

Removed

Years Ended December 31, 2024 and 2023

Removed

We had no operating revenues during the years ended December 31, 2024 and 2023. We had net losses and comprehensive losses of approximately $33.88 million and $36.45 million for the years ended December 31, 2024 and 2023, respectively.

Removed

During the years ended December 31, 2024 and 2023, our exploration expenses totaled approximately $23.71 million and $28.35 million, respectively. The period-over-period decrease primarily related to (i) the level of activity associated with drilling, which decreased by approximately $2.57 million compared to 2023; (ii) payroll-related costs, which decreased by approximately $0.81 million compared to 2023 due to a lower average number of drills operating on the property; (iii) assay costs, which decreased by approximately $0.34 million due to lower drilled footage, which decreased as the Company ceased drilling when the required drilling for the Richmond Hill resource update was completed, which was in advance of year-end and occurred earlier in 2024 than 2023; (iv) costs for studies, data and reports, which decreased by approximately $0.54 million; (v) equipment-related costs, which decreased by approximately $0.37 million compared 2023, and (vi) permitting and environmental costs, which decreased by approximately $0.13 million compared to 2023. Road and pad construction costs increased by approximately $0.24 million for required infrastructure. Included in these costs were non-cash exploration-related stock-based compensation expenses of approximately $0.63 million and $0.73 million for the years ended December 31, 2024 and 2023, respectively.

Removed

Our general and administrative expenses for the year ended December 31, 2024 and 2023, were approximately $10.63 million and $9.69 million, respectively. These expenditures were primarily for legal, accounting, and professional fees, investor relations, and other general and administrative expenses necessary for our operations. During the years ended December 31, 2024 and 2023, support costs included in general and administrative costs were approximately $4.82 million and $4.59 million, respectively, and the increase was due to higher legal costs related to administrative matters in the second half of 2024. Stock-based compensation expense allocated to administration expenses were approximately $3.14 and $3.60 million, respectively, and consulting expenses were approximately $0.09 and $0.08 million, respectively. Investor relations expenses increased to $0.73 million for the year ended December 31, 2024 from approximately $0.14 million during the year ended December 31, 2023, largely due to increased investor relations activities related to raising capital during 2024. Professional fees rose to approximately $1.58 million during the year ended December 31, 2024 compared to $1.00 million during the year ended December 31, 2023 due to higher legal costs related to administrative matters in the second half of 2024.

Removed

We earned interest income from bank accounts for the years ended December 31, 2024 and 2023 of approximately $0.61 million and $0.41 million, respectively. Interest expense of $0.14 million for 2025 related to the purchase of the VMC property.

Removed

We had losses from operations for the years ended December 31, 2024 and 2023, totaling approximately $34.33 million and $38.04 million respectively, losses before income tax of approximately $33.89 million and $37.67 million, respectively and net income tax benefits of $0.01 and $1.22 million, respectively, leading to net losses of $33.88 million and $36.45 million, respectively.

Removed

The effective tax rate for the fiscal year ended December 31, 2024 is less than the statutory rate as the Company does not expect to benefit from the losses generated during the year.

Removed

During the years ended December 31, 2024 and 2023, the Company's net cash flows used in operating activities were approximately $31.48 million and $31.30 million, respectively. Cash used in operations for year ended December 31, 2024 were essentially flat period over period, primarily as a result of having similar levels of overall activities during the periods.

Removed

During the years ended December 31, 2024 and 2023, cash flow used in investing activities were approximately $0.57 million and $1.66 million, respectively. In the year ended December 31, 2024, the cash used for investing activities consisted of approximately $0.43 million for the acquisition of mineral properties and approximately $0.14 million for the purchases of property and equipment. In the year ended December 31, 2023, the cash used for investing activities consisted of approximately $0.61 million for the acquisition of mineral properties and approximately $1.05 million for the purchases of property and equipment. The decrease in property acquisition costs was due to having completed strategic acquisitions by the end of 2022 and continued reductions in required property acquisitions.

Removed

During the years ended December 31, 2024 and 2023, cash flows from financing activities were approximately $15.91 million and $34.59 million respectively.

Removed

In the year ended December 31, 2024, the Company issued 2,344,836 shares of common stock for net proceeds of approximately $5.71 million pursuant to the 2024 Orion Equity Investment, a total of 4,510,486 shares of common stock under the ATM Program for net proceeds of approximately $9.86 million, and another 82,500 shares of common stock for the exercise of stock options for proceeds of approximately $0.16 million. Concurrent with the consummation of the 2024 Orion Equity Investment, the Company sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of approximately $0.18 million paid at closing.

Showing the first 60 of 73 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-12 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes from the risk factors as previously disclosed in the Annual Report.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

14new paragraphs
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2,743 → 2,963words in section

New heading “Comparison of the six months ended June 30, 2026 and 2025”

New heading “Exploration Expenses”

New heading “General and Administrative Expenses”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

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“Comparison of the six months ended June 30, 2026 and 2025”
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“General and Administrative Expenses”
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“Exploration Expenses”
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“These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.”
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Planned activities in 2026 for our Richmond Hill Project include an extensive drilling campaign totaling approximately 15,500 meters across infill, step-out, condemnation, and geotechnical drilling. Infill drilling within the 10-year mine plan is intended to convert inferred resources to measured and indicated classifications, while step-out drilling to the north and northeast targets potential resource expansion. Additional drilling is planned to support infrastructure siting, overburden stockpile areas, and pit slope stability analyses. These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.
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New text
“During the six months ended June 30, 2026, our exploration expenses totaled approximately $13.0 million (compared to approximately $6.9 million for the six months ended June 30, 2025). The period-over-period increase is primarily related to the increased drilling activity, which resulted in an increase of approximately $2.1 million compared to 2025. In the prior year comparable period, drilling was paused as the Company focused on the Richmond Hill Initial Assessment. …”
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Full comparison: every changed paragraph (36)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The Homestake District has historically yielded approximately 45 million ounces of gold production as of MarchJune 31,30, 2026 with most of it coming from within a small geographic area. The production ledges of the Homestake Mine define a cumulative surface projection area of less than three square miles. Homestake Mining Company’s historic gold production and exploration in the Homestake District was overwhelmingly focused on the underground mine. Outside of the mine area, the Homestake District has been underexplored and heretofore has not been the subject of modern exploration efforts required to search for other deposits, especially under the cover of younger rocks that dominate the surface.

Reworded

WeThe expandedCompany ourhas completed drilling operationsprojects toat theMaitland and Richmond HillHill, Project and have hadoperating up to four drill rigs operating at any point ingiven time. Dakota Gold has completed permit applications and environmental field work and currently has fourteenfifteen active permits in place with one additional permit being processed for Richmondthe HillMaitland in 2025.Project. Permitting for other exploration targets is anticipated in 2026.2027.

Removed

On February 6, 2025, the Company announced that Barrick Gold agreed to extend the option period for both the Richmond Hill option and the Homestake option agreements until December 31, 2028, in return for additional annual cash payments of $170,000 and $340,000, respectively, combined as an annual payment of $510,000 on each of March 1, 2026, March 1, 2027 and March 1, 2028. The March 1, 2026 payment has been made.

Removed

On February 6, 2025, the Company announced the IA, which was included as an exhibit to the Company’s Current Report on Form 8-K filed on that date.

Removed

On March 25, 2025, the Company announced the successful closing of a public offering, whereby we raised net proceeds of approximately $32.8 million by issuing 12,400,000 shares of our common stock at a price of $2.83 per share.

Removed

On May 19, 2025, the Company announced changes to its senior leadership team and Board of Directors. Jack Henris was appointed President and Chief Operating Officer (COO) of Dakota Gold effective June 1, 2025 upon the retirement of Gerald Aberle, the Company’s prior COO. Todd Kenner and Kevin Puil were appointed to the Board of Directors effective May 15, 2025, and Amy Koenig resigned from the Board of Directors on May 31, 2025 and assumed the role of Senior Vice President, Chief Legal Officer and Corporate Secretary for Dakota Gold effective June 1, 2025. Mr. Aberle retired as a director of the Company, effective August 8, 2025.

Removed

On July 7, 2025, the Company announced the updated and revised Initial Assessment Technical Report with cash flow for the Richmond Hill Gold Project, which was included as an exhibit to the Company’s Current Report on Form 8-K filed on that date.

Removed

On November 13, 2025, the Company entered into an Amended and Restated Equity Distribution Agreement with BMO Capital Markets Corp., Canaccord Genuity LLC, and H.C. Wainwright & Co., LLC.

Added

On February 27, 2026, Brian Iverson was appointed to the Board of Directors.

Added

On July 24, 2026, Dr. Robert Quartermain, CEO and Co-Chair of the Company’s Board of Directors, notified the Board of Directors of his retirement from his role as CEO, effective August 18, 2026. On July 27, 2026, the Board of Directors appointed Jack Henris, the Company’s current President and Chief Operating Officer, to succeed Dr. Quartermain as CEO upon the effectiveness of his retirement. Mr. Henris will also be appointed as a member of the Board of Directors, effective August 18, 2026. Dr. Quartermain will continue in his roles as a member of the Board of Directors and its Co-Chair.

Reworded

Planned activities in 2026 for our Richmond Hill Project include an extensive drilling campaign totaling approximately 15,500 meters across infill, step-out, condemnation, and geotechnical drilling. Infill drilling within the 10-year mine plan is intended to convert inferred resources to measured and indicated classifications, while step-out drilling to the north and northeast targets potential resource expansion. Additional drilling is planned to support infrastructure siting, overburden stockpile areas, and pit slope stability analyses. These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.

Removed

These activities are designed to refine the mine plan, improve resource confidence, and directly support feasibility-level engineering and economic analysis.

Reworded

At the Maitland property, planned activities in 2026 will concentrate on advancing the Unionville Zone toward a maiden mineral resource by year-end.the first half of 2027. The Company has outlined an infill drilling program of approximately 5,600 meters in 44 potential holes targeting shallow Tertiary epithermal mineralization that remains open along strike and at depth. In parallel, the Company will continue to evaluate high-grade exploration optionality at the JB Gold Zone, where Precambrian iron-formation-hosted mineralization shows strong geological similarities to the historic Homestake Mine. These efforts are intended to demonstrate the broader district-scale potential of the Maitland property while maintaining focus on near-term value creation at Richmond Hill.

Reworded

Comparison of the three months ended MarchJune 31,30, 2026 and 2025

Reworded

We had no operating revenues during the three months ended MarchJune 31,30, 2026 and 2025. We had total comprehensive loss (net losses and comprehensive losses) of approximately $8.5$8.3 million and $3.7$6.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Reworded

During the three months ended MarchJune 31,30, 2026 and 2025,2026, our exploration expenses totaled approximately $6.5 million and(compared $1.9to million,approximately respectively.$5.0 million for the three months ended June 30, 2025). The period-over-period increase is primarily related to the increased drilling activity, which resulted in an increase of approximately $2.4 million compared to 2025. In the prior year comparable period, drilling was paused as the Company focused on the Richmond Hill Initial Assessment. Related to the higher level of drilling, there were period-over-period increases in assay costs of approximately $0.6 million, in permitting and environmental costs of approximately $0.4 million, in road and pad construction costs of approximately $0.3 million, in miscellaneous costs of approximately $0.3 million driven by higher reclamation costs, and other costs including equipment and exploration payroll of approximately $0.3 million. In addition, expenditure on studies and reports increased byof approximately $0.4$1.4 million as the Company moved to complete its metallurgical test program. Included in exploration costs were stock-based compensation expenses of approximately $0.1$0.2 million and $0.1$0.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Reworded

Our general and administrative expenses for the three months ended MarchJune 31,30, 2026 and 2025 were approximately $2.5$2.7 million and(compared to approximately $1.9 million,million respectively.for the three months ended June 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs and other general and administrative expenses necessary for our operations. The period-over-period increase is primarily driven by an increase of approximately $0.6$0.3 million in expenditures on support costs, which are higher than the prior year comparable period primarily due to the expansion of the support team.team, and approximately $0.5 million related to stock-based compensation expense included in general and administrative expenses.

Reworded

We earned interest income from bank accounts of approximately $0.5$0.9 million and $0.1$0.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Higher interest income was as a result of a higher cash balance as a result of the financing in February 2026.

Added

Net Loss

Reworded

For the three months ended MarchJune 31,30, 2026 and 2025, we had losses from operations totaling approximately $9.0$9.2 million and $3.8$6.9 million, respectively, and net losses before income tax of approximately $8.5$8.3 million and $3.7 million, respectively, leading to net losses of $8.5 million and $3.7$6.5 million, respectively.

Added

Comparison of the six months ended June 30, 2026 and 2025

Added

Revenue

Added

We had no operating revenues during the six months ended June 30, 2026 and 2025. We had total comprehensive loss (net losses and comprehensive losses) of approximately $16.8 million and $10.2 million for the six months ended June 30, 2026 and 2025, respectively.

Added

Exploration Expenses

Added

During the six months ended June 30, 2026, our exploration expenses totaled approximately $13.0 million (compared to approximately $6.9 million for the six months ended June 30, 2025). The period-over-period increase is primarily related to the increased drilling activity, which resulted in an increase of approximately $2.1 million compared to 2025. In the prior year comparable period, drilling was paused as the Company focused on the Richmond Hill Initial Assessment. Related to the higher level of drilling, there were period-over-period increases in assay costs of approximately $0.9 million, in permitting and environmental costs of approximately $0.3 million, in road and pad construction costs of approximately $0.2 million, in miscellaneous costs of approximately $0.5 million driven by higher reclamation costs, and in other costs including equipment and exploration payroll of approximately $0.6 million. In addition, expenditures on studies and reports increased by approximately $1.8 million as the Company moved to complete its metallurgical test program. Included in exploration costs were stock-based compensation expenses of approximately $0.3 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively.

Added

General and Administrative Expenses

Added

Our general and administrative expenses for the six months ended June 30, 2026 were approximately $5.2 million (compared to approximately $3.8 million for the six months ended June 30, 2025). These expenditures were primarily for legal, accounting, and professional fees, investor relations, support costs, and other general and administrative expenses necessary for our operations. The period-over-period increase is primarily driven by an increase of approximately $0.9 million in expenditures on support costs, which are higher than the prior year comparable period primarily due to the expansion of the support team, and approximately $0.4 million related to stock-based compensation expense included in general and administrative expenses.

Added

Other Income

Added

We earned interest income from bank accounts of approximately $1.4 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively. Higher interest income was as a result of a higher cash balance as a result of the financing in February 2026.

Added

Net Loss

Added

For the six months ended June 30, 2026 and 2025, we had losses from operations totaling approximately $18.2 million and $10.7 million, respectively, and net losses approximately $16.8 million and $10.2 million, respectively.

Reworded

Cash used in operations for the threesix months ended MarchJune 31,30, 2026 was approximately $8.1$15.5 million compared to approximately $3.9$8.6 million in the prior year comparable period. The Company was not drilling in the first quarter of 2025, the primary driver of higher operating expenses, as the Company was focused on the Richmond Hill Initial Assessment.

Reworded

Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $0.8approximately $1.4 million compared to $nil in the prior year comparable period, due to the timing of the purchases of property and equipment and mineral properties.

Reworded

During the threesix months ended MarchJune 31,30, 2026 and 2025, cash flows from financing activities were approximately $86.2$86.6 million and $41.1$41.2 million, respectively.

Reworded

In the threesix months ended MarchJune 31,30, 2026, the Company issued 586,749 shares of common stock under the ATM Program for net proceeds of approximately $3.5 million, 12,561,000 shares of common stock for net proceeds of approximately $71.8$71.7 million pursuant to a public offering, 5,239,821 shares of common stock for the exercise of warrants for proceeds of approximately $10.9 million and 123,500225,082 shares of common stock for the exercise of stock options for proceeds of approximately $0.3$0.7 million. In addition, the Company issued 167,545530,701 shares of common stock for the exercise of options settled on a cashless basis. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.3 million.

Reworded

In the threesix months ended MarchJune 31,30, 2025, the Company issued 2,548,713 shares of common stock under the ATM Program for net proceeds of approximately $7.3 million, 12,400,000 shares of common stock for net proceeds of approximately $32.7 million pursuant to a public offeringoffering, 50,000 shares of common stock for the exercise of stock options for proceeds of approximately $0.1 million, and 780,048892,601 shares of common stock for the exercise of warrants for proceeds of approximately $1.6$1.9 million. Partially offsetting these inflows were taxes remitted on RSUs, PSUs and compensation of approximately $0.5$0.8 million.

DC insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 17,921 shares, about $100.4K) and open-market sales in 4 filings (3 insiders, 4 trade dates, 130,865 shares, about $785.2K; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -112,944 (purchases minus sales); net value about -$684.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-09Campbell Shawn
CHIEF DEVELOPMENT OFFICER
Open-market sale 1,906$6.03 $11.5K356,401 SEC
2026-08-18Henris John William
Director, President and CEO
Grant/award 35,103— —236,122 SEC
2026-08-10Grafton Jennifer S
Director
Open-market sale 100,000$6.12 $612.0K130,900 SEC
2026-08-10Grafton Jennifer S
Director
Option exercise 100,000$5.09 $509.0K230,900 SEC
2026-08-01Koenig Amy
SVP, CLO, and Corp. Sec'y
Grant/award 33,040— —319,307 SEC
2026-08-01Campbell Shawn
CHIEF FINANCIAL OFFICER
Grant/award 49,560— —358,307 SEC
2026-06-01Koenig Amy
SVP, CLO, and Corp. Sec'y
Shares withheld for tax 8,080$5.97 $48.2K286,267 SEC
2026-06-01Henris John William
President and COO
Shares withheld for tax 12,100$5.96 $72.1K201,019 SEC
2026-06-01Grafton Jennifer S
Director
Grant/award 17,362— —130,900 SEC
2026-06-01Schroeder Alice D.
Director
Grant/award 17,362— —362,732 SEC
2026-06-01Puil Kevin
Director
Grant/award 17,362— —160,399 SEC
2026-06-01O'rourke Stephen T.
Director
Grant/award 21,703— —984,038 SEC
2026-06-01Kenner Todd J
Director
Grant/award 19,967— —41,328 SEC
2026-06-01Iverson Brian
Director
Grant/award 17,362— —18,362 SEC
2026-05-28Kenner Todd J
Director
Open-market purchase 17,921$5.60 $100.4K17,921 SEC
2026-05-18Grafton Jennifer S
Director
Open-market sale
10b5-1 plan
15,511$5.56 $86.2K144,560 SEC
2026-05-06O'rourke Stephen T.
Director
Option exercise 275,000$4.76 $1.3M1,193,199 SEC
2026-05-06O'rourke Stephen T.
Director
Shares withheld for tax 230,864$5.67 $1.3M962,335 SEC
2026-04-20Campbell Shawn
CHIEF FINANCIAL OFFICER
Option exercise 300,000$4.76 $1.4M560,150 SEC
2026-04-20Campbell Shawn
CHIEF FINANCIAL OFFICER
Shares withheld for tax 18,830$6.22 $117.1K308,747 SEC
2026-04-20Campbell Shawn
CHIEF FINANCIAL OFFICER
Shares withheld for tax 232,573$6.14 $1.4M327,577 SEC
2026-04-15Quartermain Robert
Director, CHIEF EXECUTIVE OFFICER
Open-market sale 13,448$5.61 $75.4K8,031,364 SEC
2026-04-13Quartermain Robert
Director, CHIEF EXECUTIVE OFFICER
Shares withheld for tax 226,863$5.77 $1.3M8,044,812 SEC
2026-04-13Quartermain Robert
Director, CHIEF EXECUTIVE OFFICER
Option exercise 275,000$4.76 $1.3M8,271,675 SEC

Well-known investors holding DC (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies COM2026-06-30477,888$2.0M0.0%Reduced 21%
Two Sigma Investments COM2026-06-30462,780$2.0M0.0%Added 138%
Citadel Advisors (Ken Griffin) COM2026-06-30271,650$1.2M0.0%Added 38%
AQR Capital Management (Cliff Asness) COM2026-06-30145,487$619.8K0.0%Added 64%
Millennium Management (Israel Englander) COM2026-06-3071,394$304.1K0.0%Reduced 3%
D. E. Shaw & Co. COM2026-06-3031,754$135.3K0.0%Reduced 55%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when DC files, watchlists and downloadable comparisons.