USAU Form 4: Luke Norman Converts 100K Warrants at $6, Net 50,083 Shares

Rhea-AI Filing Summary

Luke Norman, identified as a director of U.S. Gold Corp. (USAU), exercised a warrant on 08/09/2025 to acquire 100,000 shares at an exercise price of $6.00 per share.

The exercise was completed on a cashless basis: the company withheld 49,917 of the warrant shares to cover the exercise price and issued the reporting person the remaining 50,083 shares. The company also paid $2.34 in lieu of a fractional share.

The transaction was reported on a Form 4 and shows the director increasing his direct shareholding through warrant exercise without an out-of-pocket cash payment.

Positive

• Director acquisition recorded: Reporting person acquired 50,083 shares via warrant exercise, increasing direct equity stake.
• Complete disclosure: The Form 4 provides transaction date, instrument, exercise price, shares withheld, shares issued and fractional payment.

Negative

• Issuance increases share count: The exercise resulted in 50,083 newly issued shares to the reporting person, which increases the company\'s outstanding shares.

Insights

Financial Analyst

TL;DR: Director performed a cashless warrant exercise, receiving 50,083 shares; this is a routine, modest insider ownership change.

The filing documents a cashless exercise of a warrant for 100,000 shares at a $6.00 exercise price on 08/09/2025. Because 49,917 shares were withheld to satisfy the exercise cost, the reporting person received 50,083 shares and a $2.34 fractional payment. This structure means no cash was paid to the company and the net increase in shares to the insider is explicit in the filing. From a financial perspective this is a straightforward conversion of derivative exposure into equity and is not an immediate cash investment signal.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely; transaction raises no governance concerns based on the information provided.

The Form 4 records an insider exercise by a director and includes the required details: transaction date, instrument type, exercise price, shares withheld to cover costs, shares issued, and fractional compensation. The use of a cashless withholding to pay the exercise price is a common mechanism and the filing identifies the reporting person and relationship to the issuer. There are no allegations, amendments, or other governance-related disclosures contained in the document.

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^*

NORMAN LUKE ANTHONY

(Last) (First) (Middle)

C/O U.S. GOLD CORP.

1910 E. IDAHO STREET, SUITE 102-BOX 604

(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)
08/09/2025

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	08/09/2025		X		100,000	A	$6	489,727	D
Common Stock	08/09/2025		S(1)		49,917	D	$12.02	439,810	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
Warrant	$6	08/09/2025		X			100,000	08/10/2020	08/10/2025	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. On August 9, 2025, the reporting person exercised a warrant to purchase 100,000 shares of U.S. Gold Corp. (the "Company") common stock for $6.00 a share. The reporting person paid the exercise price on a cashless basis, resulting in the Company withholding 49,917 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 50,083 shares. The Company also paid $2.34 to the reporting person in lieu of a fractional share.

	/s/ Eric Alexander as attorney-in-fact for Luke Norman	08/12/2025
	** 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.
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.

FAQ

What did U.S. Gold (USAU) director Luke Norman do on 08/09/2025?

He exercised a warrant for 100,000 shares at an exercise price of $6.00 per share on 08/09/2025.

How many shares did Luke Norman receive after the exercise?

50,083 shares were issued to the reporting person after the company withheld 49,917 shares to cover the exercise price.

Was any cash paid instead of shares for a fractional amount?

Yes, the company paid $2.34 to the reporting person in lieu of a fractional share.

What was the exercise price per share for the warrants?

The exercise price was $6.00 per share.

How was this transaction disclosed?

The transaction was disclosed on a Form 4 filed for U.S. Gold Corp. (USAU) listing the transaction details and reporting person\\'s relationship as a director.