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U.S. GoldMining (USGO) Insider Vesting Adds 250 Shares to Director Stake

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

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) – Insider Form 4 Filing

Director Ross Lawrence Sherlock reported the second scheduled vesting of his December 20, 2024 Restricted Stock Unit (RSU) award. On June 20, 2025, 250 RSUs vested and were automatically settled for 250 common shares (transaction code “M”). Following the conversion, Sherlock’s direct common-stock ownership increased to 500 shares, while 500 RSUs remain unvested under the original 1,000-unit grant that vests in four equal quarterly tranches. No open-market purchases or sales occurred, and the transaction carried no stated cash price.

The filing represents a routine, pre-scheduled equity-award vesting rather than an elective insider purchase or sale. Consequently, it provides limited incremental information regarding insider sentiment or the company’s near-term outlook.

Positive

  • None.

Negative

  • None.

Insights

TL;DR – Routine RSU vesting; minimal impact on USGO valuation.

The Form 4 shows a scheduled conversion of 250 RSUs into common stock by Director Ross Sherlock, doubling his direct share count to 500. Because the shares were issued from an existing equity grant without cash consideration, the transaction is non-dilutive beyond the original award and offers little insight into discretionary insider sentiment. Sherlock still holds 500 unvested RSUs that will convert over the next two quarters. From a market perspective, the filing is administrative and unlikely to affect USGO’s share price or fundamental outlook.

TL;DR – Scheduled vesting aligns with standard equity-compensation practices.

The staggered, quarterly vesting of 1,000 RSUs reflects common governance practices to promote long-term alignment between directors and shareholders. No Rule 10b5-1 trading plan was invoked, suggesting the conversion was automatic per grant terms. The director’s continuing stake—500 shares plus 500 RSUs—maintains modest but increasing equity exposure. There are no red flags or unusual governance issues in this filing.

Insider Sherlock Ross Lawrence
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 — 500 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*
Sherlock Ross Lawrence
(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) 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) 06/20/2025 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/ Ross Sherlock 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

What did the USGO Form 4 filed on June 23 2025 disclose?

It showed Director Ross Sherlock converted 250 RSUs into 250 common shares on June 20 2025.

How many USGO shares does Ross Sherlock now own directly?

After the transaction, he holds 500 common shares.

Does Sherlock still have unvested RSUs with U.S. GoldMining (USGO)?

Yes. 500 RSUs from the original 1,000-unit grant remain unvested.

Was this an open-market purchase or sale of USGO stock?

No. The shares were acquired through automatic RSU settlement; no open-market activity occurred.

Is the Form 4 transaction likely to impact USGO’s share price?

It is considered routine and immaterial, so significant price impact is unlikely.