Stock and option grants to U.S. Gold Corp. (USAU) director

Rhea-AI Filing Summary

U.S. Gold Corp. director Luke Anthony Norman reported new equity awards granted on January 21, 2026. He received 9,591 deferred stock units of common stock at a grant price of $0, bringing his directly held common shares to 449,401 after the award.

He was also granted stock options covering 15,982 shares of common stock with an exercise price of $19.24 per share. The deferred stock units and options were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan and each vests on the first anniversary of the grant date, subject to his continuous service as a director, with the deferred units ultimately vesting when his Board service ends.

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

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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^*

NORMAN LUKE ANTHONY

(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		9,591(1)	A	$0	449,401	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		15,982		(2)	01/21/2031	Common Stock	15,982	$0	15,982	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 Luke Anthony Norman	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did U.S. Gold Corp. (USAU) report for Luke Anthony Norman?

The company reported that director Luke Anthony Norman received equity compensation on January 21, 2026, consisting of deferred stock units of common stock and stock options, both granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan.

How many U.S. Gold Corp. (USAU) common shares did Luke Anthony Norman acquire?

Luke Anthony Norman acquired 9,591 deferred stock units tied to U.S. Gold Corp. common stock at a grant price of $0, increasing his directly held common stock to 449,401 shares following the transaction.

What stock options were granted to U.S. Gold Corp. (USAU) director Luke Anthony Norman?

He was granted 15,982 stock options, each exercisable for one share of U.S. Gold Corp. common stock, with an exercise price of $19.24 per share. These options were granted for $0 on the grant date.

When do Luke Anthony Norman’s U.S. Gold Corp. (USAU) equity awards vest?

Both the deferred stock units and the stock options vest on the first anniversary of the January 21, 2026 grant date, subject to his continuous service. The portion of deferred stock units that become service-satisfied will vest upon his cessation of service on the Board.

How many U.S. Gold Corp. (USAU) stock options does Luke Anthony Norman hold after this grant?

Following the reported transaction, Luke Anthony Norman beneficially owns 15,982 stock options directly, all relating to U.S. Gold Corp. common stock, with an expiration date of January 21, 2031.

Is Luke Anthony Norman a director or officer of U.S. Gold Corp. (USAU)?

Luke Anthony Norman is reported as a director of U.S. Gold Corp. and is not listed as an officer or 10% owner in this insider report.