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Form 4: Laura Schmidt Converts RSUs into 250 USGO Shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) – Form 4 insider transaction

Director Laura Schmidt reported the vesting and settlement of 250 Restricted Stock Units (RSUs) on 20-Jun-2025 (transaction code M). Each RSU converted into one share of common stock, resulting in the acquisition of 250 USGO shares at no cash cost. Following the transaction, Schmidt now directly owns 883 common shares and retains 500 unvested RSUs that will settle on future vesting dates under the original 1,000-unit grant awarded 20-Dec-2024 (vesting in four equal quarterly tranches).

No shares were sold, and the filing reflects routine equity compensation rather than an open-market purchase or disposition. The transaction is modest relative to USGO’s public float and is unlikely to have a material impact on share supply or insider sentiment.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – Routine RSU vesting; neutral impact on valuation.

The filing documents a standard RSU conversion: 250 shares added to insider ownership, leaving 500 RSUs outstanding. Because there was no open-market buying or selling and the amount is immaterial to the float, the event does not meaningfully change insider sentiment signals or dilution. Investors typically view scheduled vesting as neutral; the small increase in direct ownership (~0.0x% of shares outstanding) does not indicate a strategic shift. Overall, the disclosure satisfies Section 16 reporting requirements and has negligible valuation impact.

Insider Schmidt Laura
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units 250 $0.00 --
Exercise Common Stock 250 $0.00 --
Holdings After Transaction: Restricted Stock Units — 500 shares (Direct); Common Stock — 883 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. On December 20, 2024, 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 20, 2024 (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.
Form 4 Insider Transactions: What Each Field Means →
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*
Schmidt Laura
(Last) (First) (Middle)
1830 - 1188 W. GEORGIA STREET
(Street)
VANCOUVER A1 V6E 4A2
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
U.S. GoldMining Inc. [ USGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 06/20/2025 M 250 A (1) 883 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) 06/20/2025 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 20, 2024, 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 20, 2024 (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.
_/s/ Laura Schmidt 06/23/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many USGO shares did Director Laura Schmidt acquire on 20-Jun-2025?

She acquired 250 common shares through the settlement of vested RSUs.

What is Laura Schmidt's total direct ownership in USGO after the transaction?

After the filing, she directly owns 883 common shares.

Did the insider sell any USGO shares in this Form 4?

No. The filing shows only an acquisition (code M) stemming from RSU conversion; no shares were sold.

How many Restricted Stock Units remain unvested for the director?

She retains 500 RSUs that will vest in future quarterly installments.

Does this Form 4 imply significant dilution for USGO shareholders?

No. The 250-share issuance is immaterial relative to USGO’s total shares outstanding and has negligible dilution impact.