U.S. Gold Corp. (USAU) CEO George Bee receives new stock and option grants

Rhea-AI Filing Summary

U.S. Gold Corp. CEO and President George M. Bee reported new equity awards in the form of stock and options. On 01/21/2026 he acquired 13,043 shares of common stock as restricted stock units granted under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan, at a price of $0 per share. These restricted stock units vest on the first anniversary of the grant date, subject to his continuous service.

Bee also received stock options for 15,982 shares of common stock with an exercise price of $19.24 per share, which vest on the first anniversary of the grant date, subject to the same service condition, and expire on 01/21/2031. Following these transactions, he directly beneficially owned 459,578 shares of common stock and 15,982 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^*

Bee George M

(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
X	Officer (give title below)		Other (specify below)
	CEO, President

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		13,043(1)	A	$0	459,578	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		15,982		(2)	01/21/2031	Common Stock	15,982	$0	15,982	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 George M. Bee	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 George M. Bee?

The filing reports that George M. Bee, CEO, President, and a director of U.S. Gold Corp., received grants of 13,043 restricted stock units of common stock and 15,982 stock options on 01/21/2026.

Were the U.S. Gold Corp. (USAU) equity awards to George M. Bee purchased or granted?

The awards were grants under the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan. The 13,043 restricted stock units and 15,982 stock options were both reported with a transaction code "A" (grant) and a price of $0 per unit or option.

What are the vesting terms of the restricted stock units granted to the U.S. Gold Corp. (USAU) CEO?

The 13,043 restricted stock units granted to George M. Bee vest on the first anniversary of the grant date, provided he maintains continuous service with U.S. Gold Corp. through that date.

What are the key terms of the stock options granted to George M. Bee at U.S. Gold Corp. (USAU)?

The stock options cover 15,982 shares of common stock with an exercise price of $19.24 per share. They vest on the first anniversary of the grant date, subject to continuous service, and have an expiration date of 01/21/2031.

How many U.S. Gold Corp. (USAU) shares does George M. Bee own after this Form 4 transaction?

After the reported transactions, George M. Bee directly beneficially owned 459,578 shares of U.S. Gold Corp. common stock and 15,982 stock options.

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

Both the restricted stock units and the stock options were granted pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan.