U.S. Gold (USAU) director granted restricted stock units and options

Rhea-AI Filing Summary

U.S. Gold Corp. director Robert W. Schafer received new equity awards under the company’s Amended and Restated 2020 Stock Incentive Plan. On 01/21/2026, he was granted 7,673 restricted stock units of common stock at a grant price of $0, which vest on the first anniversary of the grant date, subject to his continuous service.

On the same date, he was also granted stock options covering 13,699 shares of common stock with an exercise price of $19.24 per share. These options also vest on the first anniversary of the grant date, contingent on continued service, and expire on 01/21/2031. Following the equity award, he directly beneficially owned 122,622 shares of common stock and 13,699 stock options.

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^*

Schafer Robert W

(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	122,622	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 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	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.
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 equity awards did U.S. Gold Corp. (USAU) director Robert W. Schafer receive?

Robert W. Schafer received 7,673 restricted stock units of U.S. Gold Corp. common stock and stock options for 13,699 shares, all granted under the Amended and Restated 2020 Stock Incentive Plan.

When do Robert W. Schafer’s new U.S. Gold (USAU) equity awards vest?

Both the 7,673 restricted stock units and the 13,699 stock options vest on the first anniversary of the 01/21/2026 grant date, subject to Schafer’s continuous service with the company through that date.

What is the exercise price and expiration date of Robert W. Schafer’s U.S. Gold stock options?

The stock options granted to Robert W. Schafer have an exercise price of $19.24 per share and an expiration date of 01/21/2031.

How many U.S. Gold (USAU) shares does Robert W. Schafer own after this Form 4 transaction?

After the reported transaction, Robert W. Schafer directly beneficially owned 122,622 shares of U.S. Gold Corp. common stock and 13,699 stock options.

Did Robert W. Schafer pay cash for the U.S. Gold equity grants reported on this Form 4?

The Form 4 shows the 7,673 restricted stock units and 13,699 stock options were granted at a price of $0 for the awards themselves, consistent with typical equity compensation grants.

What role does Robert W. Schafer hold at U.S. Gold Corp. (USAU)?

On this Form 4, Robert W. Schafer is identified as a director of U.S. Gold Corp. and is not listed as an officer or 10% owner.