U.S. Goldmining Inc. SEC Filings

Tyler Michael Wong, Chief Financial Officer of U.S. GoldMining Inc. (USGO), reported the conversion and settlement of restricted stock units into common shares. The filing shows a transaction coded "M" on 09/22/2025 that added 250 common shares following the deemed conversion of restricted stock units. Table disclosures show 250 Restricted Stock Units tied to that conversion and indicate the reporting person beneficially owns 750 common shares following the reported transaction(s). The form also explains the original grant of 1,000 Restricted Stock Units on 12/20/2024, which vest in four equal installments of 25% at 3, 6, 9 and 12 months from the grant date.

Timothy R. Smith, Chief Executive Officer and Director of U.S. GoldMining Inc. (ticker shown as USGO on the form), received 625 shares on vesting of restricted stock units on 09/20/2025. Each restricted stock unit converts to one share at settlement, and 625 shares were reported as acquired, bringing his total beneficial ownership to 55,375 shares after the transaction.

The filing explains these shares are one quarterly installment from a 2,500 RSU grant made on December 20, 2024, which vests in four equal installments over 12 months. The report was signed by Mr. Smith on 09/23/2025. No other transactions, derivatives, or cash consideration are stated in the filing.

U.S. GoldMining Inc. (USGO) reporting person Aleksandra Bukacheva, a company director, reported acquisition and vesting activity related to restricted stock units and common shares. The filing shows 250 restricted stock units became vested/settled, resulting in an acquisition of 250 common shares on 09/22/2025 and bringing the reporting persons total beneficial ownership to 1,750 common shares. The RSUs were originally granted on December 20, 2024 for 1,000 units and vest in four equal installments over 12 months (25% at 3, 6, 9 and 12 months from the grant date). Each RSU converts into one share at settlement.

Ross Sherlock, a director of U.S. GoldMining Inc. (symbol: USGOW), reported the vesting and settlement of Restricted Stock Units that resulted in an acquisition of common stock. On 09/22/2025 the reporting person received 250 shares of common stock upon settlement of Restricted Stock Units, increasing his beneficial ownership to 750 shares. The Form 4 discloses that the RSUs were originally granted on December 20, 2024 as a grant of 1,000 units that vest in four equal quarterly installments (25% at 3, 6, 9 and 12 months from the grant date). The transaction was reported on 09/23/2025 and the reporting person filed as an individual reporting person who is a director.

Insider transaction report: Lisa Wade, a director of U.S. GoldMining Inc. (symbol USGOW), reported acquisition and vesting activity tied to restricted stock units. The filing shows 250 Restricted Stock Units converted/settled into 250 shares of common stock with a zero price, and a reported acquisition of 250 shares on September 22, 2025, bringing her total directly held common stock to 750 shares following the transaction. The RSU grant referenced was originally 1,000 units granted December 20, 2024, vesting in four equal quarterly installments.

Laura Schmidt, a director of U.S. GoldMining Inc., reported two transactions in September 2025. On 09/22/2025 she acquired 250 shares of common stock. On 09/20/2025 she reported acquisition of 250 Restricted Stock Units (each unit represents the right to one share) granted on 12/20/2024 as part of a 1,000-RSU award that vests in four equal quarterly installments. After these reported transactions she beneficially owns 1,133 shares of common stock. The RSUs have a $0 exercise/issuance price listed and vest per the disclosed schedule.

Insider transaction summary: This Form 4 shows that Garnet Dawson (listed as "Dawson Garnet Linn" at the provided Vancouver address) filed as a director of U.S. GoldMining Inc. (ticker USGOW). The earliest transaction date reported is 09/20/2025. The filing records acquisition activity: 250 restricted stock units were reported in Table II (grant/exercise details show 250 underlying shares with $0 price) and a separate non-derivative entry shows 250 common shares acquired on 09/22/2025 (transaction code M). Following the reported transactions, the reporting person beneficially owns 20,750 shares. The filing also discloses a prior grant of 1,000 restricted stock units on 12/20/2024 that vest in four equal installments over 12 months from the grant date.

Alastair Charles Still, a director of U.S. GoldMining Inc. (USGO), reported the settlement of Restricted Stock Units resulting in ownership of additional common shares. The filing shows a transaction dated 09/22/2025 in which 750 shares were acquired upon settlement of Restricted Stock Units. Following the reported transaction, the reporting person beneficially owns 109,850 shares. The RSUs originated from a grant on 12/20/2024 for 3,000 Restricted Stock Units that vest in four equal installments (25% at 3, 6, 9 and 12 months after the grant date). The Form 4 is signed by the reporting person on 09/23/2025.