U.S. GoldMining (NASDAQ: USGO) revises vesting on 2022 restricted stock awards

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported that on September 12, 2025, the Compensation Committee of its Board of Directors approved a Second Amendment to the vesting conditions of certain restricted stock award agreements originally dated September 23, 2022 and first amended on May 4, 2023. These restricted stock awards were granted under the company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the chief executive officer. The company has made a form of this Second Amendment available as Exhibit 10.1, which is incorporated by reference.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001947244 0001947244 2025-09-12 2025-09-12 0001947244 USGO:CommonStockParValue0.001PerShareMember 2025-09-12 2025-09-12 0001947244 USGO:WarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf13.00Member 2025-09-12 2025-09-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2025

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690		37-1792147
(Commission File Number)		(IRS Employer Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 388-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		USGO		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00		USGOW		The Nasdaq Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, the Compensation Committee of the Board of Directors of U.S. GoldMining Inc. (the “Company”) approved an amendment (the “Second Amendment”) to the vesting conditions of those certain restricted stock award agreements dated September 23, 2022, as first amended on May 4, 2023 (the “RSAs”). The RSAs were previously awarded under the Company’s 2022 Equity Incentive Plan to certain affiliates, directors and officers, including the Company’s chief executive officer. A copy of the form of Second Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Second Amendment to Restricted Stock Award Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 17, 2025	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What did U.S. GoldMining Inc. (USGO) disclose in this 8-K filing?

The company disclosed that its Compensation Committee approved a Second Amendment to the vesting conditions of certain restricted stock award agreements granted under the 2022 Equity Incentive Plan.

Which awards are affected by the Second Amendment at U.S. GoldMining Inc. (USGO)?

The amendment affects restricted stock award agreements dated September 23, 2022, which were first amended on May 4, 2023, and were granted to certain affiliates, directors and officers, including the chief executive officer.

Does the U.S. GoldMining Inc. (USGO) filing specify who approved the changes to the restricted stock awards?

Yes. The filing states that the Compensation Committee of the Board of Directors approved the Second Amendment to the vesting conditions of the restricted stock awards on September 12, 2025.

Is the text of the Second Amendment to U.S. GoldMining Inc.’s restricted stock awards available?

A copy of the form of the Second Amendment to Restricted Stock Award Agreement is filed as Exhibit 10.1 and is incorporated by reference.

Which securities of U.S. GoldMining Inc. (USGO) are listed on Nasdaq?

The filing notes that the company’s Common Stock (trading symbol USGO) and warrants exercisable for one share of common stock at an exercise price of $13.00 (trading symbol USGOW) are listed on The Nasdaq Stock Market LLC.

Who signed the U.S. GoldMining Inc. (USGO) 8-K related to the Second Amendment?

The report was signed on behalf of U.S. GoldMining Inc. by Tim Smith, the company’s Chief Executive Officer.