U.S. Gold director gets 4,789 units, 8,324 options

Both awards vest on the first anniversary of the grant date, subject to the director’s continuous service.

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Form Type

Rhea-AI Filing Summary

U.S. Gold Corp. director Robert W. Schafer received a grant of 4,789 restricted stock units and options covering 8,324 common shares on September 28, 2026. The options have a $14.80 exercise price and expire September 28, 2031. Both awards vest on the first anniversary of the grant date, subject to his continuous service through that date. After the grants, Schafer directly held 127,411 common shares and 8,324 options.

Insider Trade Summary

Grant/Award: 13,113 shares

Grant/Award 2 txns

Insider Schafer Robert W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options ^F2	8,324	$0.00	$0.00
Grant/Award	Common Stock ^F1	4,789	$0.00	$0.00

Holdings After Transaction: Stock Options — 8,324 contracts (Direct); Common Stock — 127,411 shares (Direct)

Footnotes (2)

F1. Represents restricted stock units granted to the reporting person pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The restricted stock units vest on the first anniversary of the grant date, subject to the reporting person's continuous service through that date.
F2. 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.

Key Figures

Restricted stock units granted: 4,789 units Common shares underlying options granted: 8,324 shares Option exercise price: $14.80 per share +3 more

6 metrics

Restricted stock units granted 4,789 units September 28, 2026

Common shares underlying options granted 8,324 shares September 28, 2026

Option exercise price $14.80 per share Options granted September 28, 2026

Common shares held after grant 127,411 shares Direct holdings following the September 28, 2026 grant

Options held after grant 8,324 options Direct option position following the September 28, 2026 grant

Option expiration September 28, 2031 Options granted September 28, 2026

Key Terms

restricted stock units, options, vest, continuous service

4 terms

restricted stock units financial

"restricted stock units granted to the reporting person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

options financial

"options granted to the reporting person"

Options are contracts that give investors the right to buy or sell an asset at a specific price within a certain time frame. They function like a reservation or a ticket that allows for potential profit or protection against price changes, making them useful tools for managing investment risks or speculating on market movements.

vest financial

"The restricted stock units vest on the first anniversary"

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.

continuous service technical

"subject to the reporting person's continuous service through that date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many USAU shares and options did Robert W. Schafer receive?

On September 28, 2026, director Robert W. Schafer received 4,789 restricted stock units and options covering 8,324 common shares. The options have a $14.80 exercise price and expire September 28, 2031.

When do Robert W. Schafer’s USAU awards vest?

Both awards vest on the first anniversary of the grant date, subject to Robert W. Schafer’s continuous service through that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/29/2026 - 05:50 PM Accepted by SEC EDGAR 09/29/2026 - 05:49 PM

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^*

Schafer Robert W

(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)
09/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/28/2026		A		4,789⁽¹⁾	A	$0	127,411	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$14.8	09/28/2026		A		8,324		⁽²⁾	09/28/2031	Common Stock	8,324	$0	8,324	D

Explanation of Responses:

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

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 Robert W. Schafer	09/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR