U.S. GoldMining CFO converts 250 RSUs to stock

Amended Form 4 for U.S. GoldMining’s CFO corrects the RSU grant date and details a June 16, 2026 conversion of 250 RSUs into common stock.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) reports that Chief Financial Officer Tyler Michael Wong exercised previously granted awards so that on June 16, 2026, 250 Restricted Stock Units converted into 250 shares of Common Stock at no cash cost. Following this, he held 500 Restricted Stock Units and 1,500 Common shares directly. The amendment also corrects the original report to show the proper grant date of December 16, 2025, for an award of 1,000 Restricted Stock Units, which vest in four equal 25% installments every three months over one year from that grant date. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

250 shares exercised/converted

Exercise 2 txns

Insider Wong Tyler Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	250	$0.00	$0.00
Exercise	Common Stock F1	250	--	--

Holdings After Transaction: Restricted Stock Units — 500 contracts (Direct); Common Stock — 1,500 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.
2. F2. On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from the Grant Date, 25% shall vest 9 months from the Grant Date, and 25% shall vest 12 months from Grant Date.

Key Figures

RSUs exercised: 250 Restricted Stock Units Common shares acquired from RSU conversion: 250 shares of Common Stock Common Stock held after transaction: 1,500 shares of Common Stock +3 more

6 metrics

RSUs exercised 250 Restricted Stock Units Converted into Common Stock on June 16, 2026

Common shares acquired from RSU conversion 250 shares of Common Stock Received upon RSU settlement on June 16, 2026

Common Stock held after transaction 1,500 shares of Common Stock Direct holdings after June 16, 2026

Restricted Stock Units remaining after transaction 500 Restricted Stock Units Direct RSU position after June 16, 2026

RSUs originally granted 1,000 Restricted Stock Units Grant to CFO on December 16, 2025

Vesting installments 4 installments of 25% each At 3, 6, 9 and 12 months from December 16, 2025

Key Terms

Restricted Stock Units, Grant Date, vest, settlement

4 terms

Restricted Stock Units financial

"On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Grant Date financial

"The correct Grant Date is December 16, 2025."

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

vest financial

"The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

settlement financial

"Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock."

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

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

What does this amended Form 4/A for USGO change?

It corrects the reported grant date for an award to the CFO. The original report showed a December 16, 2026 grant date; the amendment states the correct Grant Date is December 16, 2025 for an award of 1,000 Restricted Stock Units.

What transaction did the USGO CFO report on June 16, 2026?

On June 16, 2026, the CFO exercised 250 Restricted Stock Units, which converted into 250 shares of Common Stock. The exercise involved no cash price per share and reflects settlement of part of a previously granted RSU award.

How many U.S. GoldMining (USGO) shares and RSUs does the CFO hold after this transaction?

After the June 16, 2026 transaction, the CFO held 1,500 shares of Common Stock directly and 500 Restricted Stock Units directly. Each Restricted Stock Unit represents the right to receive one share of common stock at settlement.

What is the size and vesting schedule of the CFO’s RSU grant at USGO?

On December 16, 2025, the CFO was granted 1,000 Restricted Stock Units. These vest in four equal installments of 25% each, occurring 3, 6, 9, and 12 months from the Grant Date, resulting in full vesting one year after that date.

Was a Rule 10b5-1 trading plan used for the USGO CFO’s reported transactions?

No. The filing indicates that these transactions were not made pursuant to a Rule 10b5-1 trading plan. The timing therefore is not described as occurring under a pre-arranged trading program.

What does each Restricted Stock Unit represent for USGO’s CFO?

Each Restricted Stock Unit reported for the CFO represents the right to receive one share of common stock at settlement. When vested and settled, the units convert into an equal number of Common Stock shares without a stated cash exercise price.

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

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Available on EDGAR 09/21/2026 - 05:28 PM Accepted by SEC EDGAR 09/21/2026 - 05:27 PM Learn about SEC filing dates

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^*

Wong Tyler Michael

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4A2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
U.S. GoldMining Inc. [ USGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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)
06/18/2026

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	06/16/2026		M		250	A	(1)	1,500	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
Restricted Stock Units	(1)	06/16/2026		M			250	(2)	(2)	Common Stock	250	$0	500	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.

2. On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from the Grant Date, 25% shall vest 9 months from the Grant Date, and 25% shall vest 12 months from Grant Date.

Remarks:

This Form 4/A is being filed solely to amend the Form 4 originally filed by the Reporting Person on June 18, 2026, to reflect the correct Grant Date (as defined below). The original Form 4 reported December 16, 2026, as the Grante Date. The correct Grant Date is December 16, 2025.

	/s/ Tyler Wong	09/21/2026
	** 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)