U.S. Gold Corp (USAU) director granted 7,673 DSUs and 13,699 options

Rhea-AI Filing Summary

U.S. Gold Corp. director Johanna Fipke reported equity awards received on 01/21/2026 under the company’s Amended and Restated 2020 Stock Incentive Plan. She was granted 7,673 deferred stock units of common stock at a grant price of $0. These units become service-satisfied on the first anniversary of the grant date if she remains on the Board, and the service-satisfied portion will vest for delivery when her Board service ends.

She also received 13,699 stock options with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, again contingent on continuous service. Following these grants, she directly beneficially owns 24,698 shares of common stock and 13,699 stock options.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FIPKE JOHANNA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options	13,699	$0.00	--
Grant/Award	Common Stock	7,673	$0.00	--

Holdings After Transaction: Stock Options — 13,699 shares (Direct); Common Stock — 24,698 shares (Direct)

Footnotes (1)

1. Represents deferred stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The deferred stock units become service-satisfied on the first anniversary of the grant date, subject to the reporting person's continuous service through that date. The portion of the deferred stock units that have become service-satisfied will vest upon the reporting person's cessation of service as a member of the Board. Represents options granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The options vest on the first anniversary of the grant date, subject to the reporting person's continuous service through that date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FIPKE JOHANNA

(Last) (First) (Middle)

C/O U.S. GOLD CORP

1910 E. IDAHO STREET, SUITE 102-BOX 60

(Street)

ELKO, NV 89801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. GOLD CORP. [ USAU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/21/2026		A		7,673(1)	A	$0	24,698	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Options	$19.24	01/21/2026		A		13,699		(2)	01/21/2031	Common Stock	13,699	$0	13,699	D

Explanation of Responses:

1. Represents deferred stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The deferred stock units become service-satisfied on the first anniversary of the grant date, subject to the reporting person's continuous service through that date. The portion of the deferred stock units that have become service-satisfied will vest upon the reporting person's cessation of service as a member of the Board.

2. Represents options granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The options vest on the first anniversary of the grant date, subject to the reporting person's continuous service through that date.

	/s/ Eric Alexander, as Attorney-in-Fact for Johanna Fipke	01/23/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider transaction did U.S. Gold Corp (USAU) report for Johanna Fipke?

The filing shows that director Johanna Fipke received 7,673 deferred stock units of U.S. Gold Corp. common stock and 13,699 stock options on 01/21/2026 under the company’s 2020 Stock Incentive Plan.

How do Johanna Fipke’s deferred stock units at U.S. Gold Corp (USAU) vest?

The 7,673 deferred stock units become service-satisfied on the first anniversary of the grant date if she maintains continuous service, and the service-satisfied portion vests for delivery upon her cessation of service as a Board member.

What are the terms of Johanna Fipke’s stock options at U.S. Gold Corp (USAU)?

She received 13,699 stock options with an exercise price of $19.24 per share. These options vest on the first anniversary of the grant date, subject to her continuous service, and are exercisable until 01/21/2031.

How many U.S. Gold Corp (USAU) shares does Johanna Fipke own after this Form 4?

After the reported transactions, Johanna Fipke directly beneficially owns 24,698 shares of U.S. Gold Corp. common stock and 13,699 stock options.

Did Johanna Fipke pay cash for the equity awards reported by U.S. Gold Corp (USAU)?

No cash was paid at grant. The filing reports the deferred stock units and options were granted at a price of $0, with the stock options carrying an exercise price of $19.24 per share if exercised in the future.

What plan governs the equity awards granted to Johanna Fipke at U.S. Gold Corp (USAU)?

The deferred stock units and stock options were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, as noted in the footnotes to the Form 4.