U.S. Gold Corp. (USAU) director receives 2,822-share deferred stock unit award

Rhea-AI Filing Summary

FIPKE JOHANNA reported acquisition or exercise transactions in this Form 4 filing.

U.S. Gold Corp. director Johanna Fipke received an equity grant in the form of deferred stock units. On 2026-05-22, she was awarded 2,822 shares of Common Stock at a stated price of $0.00 per share as a compensation grant.

After this award, her direct holdings reported in this filing total 28,220 shares of Common Stock. The footnote explains these are deferred stock units granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, which become service-satisfied on the first anniversary of the grant date and then vest when she ceases service on the Board, assuming continuous service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FIPKE JOHANNA

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,822	$0.00	--

Holdings After Transaction: Common Stock — 28,220 shares (Direct, null)

Footnotes (1)

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Key Figures

Deferred stock units granted: 2,822 shares Price per granted share: $0.00 per share Holdings after transaction: 28,220 shares +1 more

4 metrics

Deferred stock units granted 2,822 shares Grant to director Johanna Fipke on 2026-05-22

Price per granted share $0.00 per share Compensation award, not open-market purchase

Holdings after transaction 28,220 shares Total Common Stock directly held after grant

Transaction code A (grant, award, or other acquisition) Form 4 non-derivative transaction classification

Key Terms

deferred stock units, Amended and Restated 2020 Stock Incentive Plan, service-satisfied, vest

4 terms

deferred stock units financial

"Represents deferred stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Amended and Restated 2020 Stock Incentive Plan financial

"Represents deferred stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan."

service-satisfied financial

"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."

vest financial

"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."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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 NEVADA 89801

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

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

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

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	05/22/2026		A		2,822(1)	A	$0	28,220	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

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.

	/s/ Eric Alexander, Attorney-in-Fact for Johanna Fipke	05/27/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

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

U.S. Gold Corp. reported that director Johanna Fipke received a grant of 2,822 deferred stock units. These represent Common Stock awarded as compensation, not an open-market purchase, and increase her direct reported holdings to 28,220 shares after the transaction.

Were Johanna Fipke’s U.S. Gold Corp. (USAU) shares bought or granted?

The shares were granted as compensation, not bought on the market. The Form 4 classifies the transaction with code A, a grant or award, at a price of $0.00 per share under the company’s Amended and Restated 2020 Stock Incentive Plan.

How many U.S. Gold Corp. (USAU) shares does Johanna Fipke hold after this grant?

Following the grant, Johanna Fipke is reported to hold 28,220 shares of U.S. Gold Corp. Common Stock directly. This total includes the newly awarded 2,822 deferred stock units disclosed in the Form 4 insider transaction report.

What are deferred stock units in the U.S. Gold Corp. (USAU) Form 4 for Johanna Fipke?

The deferred stock units are equity awards that become service-satisfied one year after grant, subject to continuous service. Once service-satisfied, they vest when Fipke ceases serving on the Board, aligning director compensation with long-term company performance.

Under which plan were Johanna Fipke’s U.S. Gold Corp. (USAU) deferred stock units granted?

The deferred stock units were granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. This plan governs equity-based awards such as deferred stock units used to compensate directors and align their interests with shareholders.

Does the Johanna Fipke Form 4 for U.S. Gold Corp. (USAU) indicate any stock sales?

No stock sales are reported in this Form 4. The filing shows a single acquisition transaction coded A, representing a grant or award of 2,822 deferred stock units, with no corresponding dispositions or open-market sales disclosed.