U.S. GoldMining CFO converts 250 stock units

Amended Form 4 for USGO’s CFO corrects the RSU grant date and details a 250-unit RSU vesting 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 250 Restricted Stock Units into 250 shares of common stock on March 16, 2026, leaving 750 Restricted Stock Units and 1,250 common shares held directly afterward. The amendment corrects the Grant Date for this RSU award to December 16, 2025. The 1,000-unit grant vests in four equal 25% installments at 3, 6, 9, and 12 months from the Grant Date.

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 — 750 contracts (Direct); Common Stock — 1,250 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 granted: 1,000 Restricted Stock Units RSUs exercised: 250 Restricted Stock Units Common shares acquired: 250 shares +3 more

6 metrics

RSUs granted 1,000 Restricted Stock Units Granted to the CFO on December 16, 2025

RSUs exercised 250 Restricted Stock Units Exercised on March 16, 2026 into common stock

Common shares acquired 250 shares Common stock received from RSU exercise on March 16, 2026

RSUs remaining 750 Restricted Stock Units Held by CFO following the March 16, 2026 exercise

Common shares held after transaction 1,250 shares Direct common stock holdings after March 16, 2026

Vesting schedule 4 installments of 25% each RSUs vest at 3, 6, 9, and 12 months from December 16, 2025

Key Terms

Restricted Stock Unit, Grant Date, vest

3 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit represents the right to receive, at settlement, one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Grant Date financial

"3 months from December 16, 2025 (the "Grant Date"), 25% shall vest"

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"

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.

FAQ

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

What insider transaction did USGO disclose for its CFO on this amended Form 4?

The filing shows that CFO Tyler Michael Wong exercised 250 Restricted Stock Units into 250 shares of common stock on March 16, 2026, as part of a scheduled vesting from a prior RSU grant.

Why was this Form 4/A amendment filed for USGO?

It was filed to correct the Grant Date of the RSU award. The original Form 4 reported December 16, 2026; the correct Grant Date is December 16, 2025 for the 1,000 Restricted Stock Units granted to the CFO.

How many Restricted Stock Units were granted to the USGO CFO and how do they vest?

On December 16, 2025, the CFO was granted 1,000 Restricted Stock Units. They vest in four equal installments of 25% each at 3, 6, 9, and 12 months from the Grant Date.

What are the CFO’s holdings after the reported USGO transactions?

After the March 16, 2026 transactions, the CFO holds 1,250 shares of common stock directly and 750 Restricted Stock Units that remain unvested or unexercised, each RSU representing a right to receive one share of common stock at settlement.

Was a Rule 10b5-1 trading plan involved in this USGO Form 4/A?

No. The filing indicates no Rule 10b5-1 plan for these transactions, as the document-level checkbox for such a plan is not marked as being used for this activity.

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

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Available on EDGAR 09/21/2026 - 05:26 PM Accepted by SEC EDGAR 09/21/2026 - 05:26 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)
03/16/2026

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)
03/18/2026

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	03/16/2026		M		250	A	(1)	1,250	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)	03/16/2026		M			250	(2)	(2)	Common Stock	250	$0	750	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 March 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)