U.S. Gold Corp (USAU) director granted 7,673 shares and 13,699 options

Rhea-AI Filing Summary

U.S. Gold Corp. director Michael N. Waldkirch received new equity awards on January 21, 2026. He was granted 7,673 deferred stock units of common stock at a price of $0, increasing his directly held common shares to 27,508 after the award. The deferred stock units become service-satisfied on the first anniversary of the grant date, as long as he continues serving, and the service-satisfied portion will vest when he leaves the Board.

He was also granted 13,699 stock options with an exercise price of $19.24 per share, all under the company’s Amended and Restated 2020 Stock Incentive Plan. These options vest on the first anniversary of the grant date, subject to his continuous service as a director, and he holds 13,699 options directly following this transaction.

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

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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^*

Waldkirch Michael N

(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	27,508	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 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.

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 Michael N. Waldkirch	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).
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FAQ

What did U.S. Gold Corp (USAU) disclose in this Form 4?

The filing shows that director Michael N. Waldkirch received 7,673 deferred stock units of common stock and 13,699 stock options on January 21, 2026 under the company’s Amended and Restated 2020 Stock Incentive Plan.

How many U.S. Gold Corp (USAU) common shares does Michael N. Waldkirch own after this transaction?

After the grant of 7,673 deferred stock units, Michael N. Waldkirch is reported as beneficially owning 27,508 shares of U.S. Gold Corp. common stock directly.

What stock options were granted to the U.S. Gold Corp (USAU) director in this Form 4?

Michael N. Waldkirch was granted 13,699 stock options with an exercise price of $19.24 per share, exercisable for an equal number of U.S. Gold Corp. common shares.

When do Michael N. Waldkirch’s stock options in U.S. Gold Corp (USAU) vest and expire?

The 13,699 stock options vest on the first anniversary of the January 21, 2026 grant date, subject to his continuous service, and have an expiration date of January 21, 2031.

How do the deferred stock units granted to the U.S. Gold Corp (USAU) director vest?

The 7,673 deferred stock units become service-satisfied on the first anniversary of the grant date, if Michael N. Waldkirch remains in continuous service. The portion that is service-satisfied will vest when he ceases to serve as a member of the Board.

Under which plan were the U.S. Gold Corp (USAU) equity awards granted to the director?

Both the deferred stock units and stock options granted to Michael N. Waldkirch were issued under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan.