U.S. Gold Corp (USAU) holders disclose 11.01% passive ownership stake

Rhea-AI Filing Summary

U.S. Gold Corp. investors report an 11.01% ownership stake in the company’s common stock. Thomas B. Akin and Karen Hochster together beneficially own 1,585,000 shares of common stock, based on 14,390,202 shares outstanding as of December 9, 2025.

Akin directly beneficially owns 1,510,000 shares, including 1,220,000 common shares and rights to acquire 290,000 shares through warrants. Hochster directly beneficially owns 75,000 shares. They state the holdings are not intended to change or influence control of U.S. Gold Corp.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

U.S. GOLD CORP.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

90291C201

(CUSIP Number)

02/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 90291C201

1

Names of Reporting Persons

AKIN THOMAS B

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,510,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,510,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,510,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 90291C201

1

Names of Reporting Persons

Karen Hochster

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 75,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 75,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

75,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: U.S. GOLD CORP.
(b)	Address of issuer's principal executive offices: SUITE 102 - BOX 604, 1910 E IDAHO STREET, ELKO, NEVADA, 89801.
Item 2.
(a)	Name of person filing: Thomas B. Akin Karen Hochster
(b)	Address or principal business office or, if none, residence: 100 Meadowcreek Dr. Suite 150 Corte Madera, CA 94925
(c)	Citizenship: USA
(d)	Title of class of securities: COMMON STOCK, $0.001 PAR VALUE PER SHARE
(e)	CUSIP No.: 90291C201
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Thomas B. Akin and Karen Hochster beneficially own 1,585,000 shares of Common Stock. Of such 1,585,000 shares of Common Stock, Karen Hochster directly beneficially owns 75,000 shares of Common Stock, Thomas B. Akin directly beneficially owns 1,510,000 shares of Common Stock, this includes (a) 1,220,000 of Common Stock held by the Reporting Person Thomas B. Akin (b) 140,000 shares of Common Stock that the Reporting Person Thomas B. Akin has the right to acquire on or after October 19, 2024 and prior to October 19, 2029, pursuant to the exercise of 140,000 Warrants and (c) 150,000 shares of Common Stock that Reporting Person Thomas B. Akin has the right to acquire on or after May 27, 2025 and prior to November 27, 2027 pursuant to the exercise of 150,000 Warrants.
(b)	Percent of class: 11.01% The percentage is based on 14,390,202 shares of Common Stock issued and outstanding as of December 09, 2025, as reported in form 10Q filed with the Securities and Exchange Commission (the "Commission") on December 10, 2025
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,510,000
	(ii) Shared power to vote or to direct the vote: 75,000
	(iii) Sole power to dispose or to direct the disposition of: 1,510,000
	(iv) Shared power to dispose or to direct the disposition of: 75,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AKIN THOMAS B

Signature:	Thomas B Akin
Name/Title:	Thomas B Akin
Date:	02/12/2026

Karen Hochster

Signature:	Karen Hochster
Name/Title:	Karen Hochster
Date:	02/12/2026

FAQ

What ownership stake in U.S. Gold Corp (USAU) do Thomas B. Akin and Karen Hochster report?

They report a combined beneficial ownership of 11.01% of U.S. Gold Corp common stock. This represents 1,585,000 shares, calculated against 14,390,202 shares outstanding as of December 9, 2025, as disclosed in a previously filed quarterly report.

How many U.S. Gold Corp (USAU) shares does Thomas B. Akin beneficially own?

Thomas B. Akin beneficially owns 1,510,000 shares of U.S. Gold Corp common stock. This includes 1,220,000 common shares plus rights to acquire 140,000 and 150,000 shares through warrants exercisable between October 19, 2024 and November 27, 2027.

How many U.S. Gold Corp (USAU) shares does Karen Hochster beneficially own?

Karen Hochster beneficially owns 75,000 shares of U.S. Gold Corp common stock. These shares are held with sole voting and dispositive power, meaning she alone can vote and decide when to sell or otherwise dispose of these shares.

What type of filing did U.S. Gold Corp (USAU) investors submit for this ownership disclosure?

The investors submitted an Amendment No. 3 to Schedule 13G. This SEC filing is used to report beneficial ownership of more than 5% of a company’s shares when the holders indicate a passive investment intent rather than seeking control.

On what share count is the 11.01% U.S. Gold Corp (USAU) ownership based?

The 11.01% ownership is based on 14,390,202 U.S. Gold Corp common shares outstanding as of December 9, 2025. That share count comes from a Form 10-Q filed with the SEC on December 10, 2025 and is used to calculate their percentage stake.

Do the U.S. Gold Corp (USAU) investors state any intent to influence control of the company?

They certify the securities were not acquired and are not held to change or influence control of U.S. Gold Corp. They also state the holdings are not part of any control-related transaction, other than activities tied to a specific proxy nomination rule.