U.S. Gold Corp. (USAU) VP-Exploration awarded RSUs and stock options

Rhea-AI Filing Summary

U.S. Gold Corp. VP-Exploration Kevin A. Francis reported new equity awards. On 01/21/2026 he received 6,752 shares of common stock in the form of restricted stock units under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.

On the same date he was also granted stock options for 9,132 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date under the same plan, also conditioned on continuous service. Following the stock grant, he directly beneficially owned 50,457 shares of common stock and 9,132 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

OMB Number:			3235-0287
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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^*

Francis Kevin A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Exploration

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		6,752(1)	A	$0	50,457	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		9,132		(2)	01/21/2031	Common Stock	9,132	$0	9,132	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 Kevin A Francis	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 insider transaction did U.S. Gold Corp. (USAU) report for Kevin A. Francis?

U.S. Gold Corp. reported that VP-Exploration Kevin A. Francis received equity awards on 01/21/2026, including restricted stock units in common stock and stock options, under the company’s Amended and Restated 2020 Stock Incentive Plan.

How many U.S. Gold Corp. (USAU) shares did Kevin A. Francis receive in this Form 4 filing?

Kevin A. Francis received 6,752 restricted stock units of U.S. Gold Corp. common stock at a reported price of $0 per unit, reflecting an equity award rather than a market purchase.

What stock options were granted to Kevin A. Francis by U.S. Gold Corp.?

He was granted stock options for 9,132 shares of U.S. Gold Corp. common stock with an exercise price of $19.24 per share. These options were awarded on 01/21/2026 and are reported at a grant price of $0.

When do the new U.S. Gold Corp. equity awards for Kevin A. Francis vest?

Both the 6,752 restricted stock units and the 9,132 stock options vest on the first anniversary of the grant date, provided that Kevin A. Francis maintains continuous service with U.S. Gold Corp. through that date.

How many U.S. Gold Corp. (USAU) shares does Kevin A. Francis own after these transactions?

After the reported equity grant, Kevin A. Francis directly beneficially owned 50,457 shares of U.S. Gold Corp. common stock and 9,132 stock options, according to the Form 4.

What is Kevin A. Francis’s role at U.S. Gold Corp. in this Form 4?

In the filing, Kevin A. Francis is identified as an officer of U.S. Gold Corp., holding the title VP-Exploration, and the Form 4 is filed for one reporting person.