Sec Form 4 Filing - POWER JOHN C /CA/ @ ATHENA GOLD CORP - 2026-05-18

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person POWER JOHN C /CA/ 2. Issuer Name and Ticker or Trading Symbol ATHENA GOLD CORP [ AHNRF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ATHENA GOLD CORPORATION, SUITE 204, 1497 MARTIN ST., 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2026 (Street) WHITE ROCKV4B3WB 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 9,898 ( 1 ) I Through John Power 401(k) Common Stock 05/18/2026 P 2,602 A $ 0.325 12,500 I Through John Power 401(k) Common Stock 1,268,611 ( 1 ) D Common Stock 05/18/2026 P 7,500 A $ 0.33 7,500 I John and Paula Power, JT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Options $ 0.792 ( 2 ) 10/12/2022 10/12/2032 Common Stock 50,505 ( 1 ) 50,505 D Common Stock Warrants $ 1.188 ( 3 ) ( 5 ) 10/25/2024 10/25/2027 Common Stock 29,798 ( 1 ) 29,798 D Common Stock Warrants $ 0.841 ( 4 ) 12/03/2024 12/03/2027 Common Stock 8,500 ( 1 ) 8,500 D Common Stock Options $ 0.594 ( 5 ) 03/19/2026 A 40,808 ( 1 ) 03/19/2026 03/19/2036 Common Stock 40,808 ( 1 ) $ 0 ( 6 ) 40,808 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POWER JOHN C /CA/ C/O ATHENA GOLD CORPORATION SUITE 204, 1497 MARTIN ST., WHITE ROCKV4B3WB X X President and CEO Signatures /s/ John C. Power 05/20/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of Shares edited to reflect a 1-for-9.9 reverse stock split on April 2, 2026 ( 2 )The exercise price reflects an exercise price of CAN $0.08 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026. ( 3 )The exercise price reflects an exercise price of CAN $0.12 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026 ( 4 )The exercise price reflects an exercise price of CAN $0.12 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026 ( 5 )The exercise price reflects an exercise price of CAN $0.06 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026. ( 6 )The Common Stock Options were issued to the reporting pursuant to the Company's 2020 Equity Incentive Plan (the "Plan").

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.