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

Q: What awards did USAU director Michael N. Waldkirch receive?

Michael N. Waldkirch received 4,789 deferred 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.

Options vest on the first anniversary subject to continuous service; service-satisfied deferred units vest when board service ends.

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Rhea-AI Filing Summary

U.S. Gold Corp. director Michael N. Waldkirch received 4,789 deferred stock units and options covering 8,324 common shares on September 28, 2026. The options have a $14.80 exercise price, expire September 28, 2031, and vest on the first anniversary, subject to continuous service. The deferred units become service-satisfied on the first anniversary, subject to continuous service; the service-satisfied portion vests when his board service ends. His direct common-stock holdings after the grant were 32,297 shares.

Insider Trade Summary

Grant/Award: 13,113 shares

Grant/Award 2 txns

Insider Waldkirch Michael N

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 — 32,297 shares (Direct)

Footnotes (2)

F1. 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.
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

Deferred stock units granted: 4,789 deferred stock units Options granted: 8,324 options covering common shares Exercise price: $14.80 per share +2 more

5 metrics

Deferred stock units granted 4,789 deferred stock units Granted September 28, 2026

Options granted 8,324 options covering common shares Granted September 28, 2026

Exercise price $14.80 per share Options granted September 28, 2026

Direct common-stock holdings after grant 32,297 shares Following the September 28, 2026 grant

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

Key Terms

deferred stock units, service-satisfied, continuous service, Amended and Restated 2020 Stock Incentive Plan

4 terms

deferred stock units financial

"Represents deferred stock units granted to the reporting person"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

service-satisfied technical

"become service-satisfied on the first anniversary of the grant date"

continuous service technical

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

Amended and Restated 2020 Stock Incentive Plan financial

"pursuant to the U.S. Gold Corp. Amended and Restated 2020 Stock Incentive Plan"

FAQ

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

What awards did USAU director Michael N. Waldkirch receive?

Michael N. Waldkirch received 4,789 deferred 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.

When do USAU director Michael N. Waldkirch's awards vest?

The options vest on the first anniversary of the September 28, 2026 grant, subject to continuous service through that date. The deferred units become service-satisfied on that anniversary, subject to continuous service, and the service-satisfied portion vests when he ceases to serve as a member of the Board.

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

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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^*

Waldkirch Michael N

(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	32,297	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 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	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