STOCK TITAN

U.S. GoldMining Insider Adds 250 Shares via RSU Vesting

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

Rhea-AI Filing Summary

On 20 June 2025, U.S. GoldMining Inc. (USGO) director Garnet Linn Dawson converted 250 vested Restricted Stock Units (RSUs) into 250 common shares, as reflected in a Form 4 filed with the SEC. The transaction is coded “M,” signifying a derivative conversion rather than a market purchase or sale. Following the settlement, Dawson’s direct holdings increased to 20,500 common shares; no shares were disposed of. The RSUs originated from a 1,000-unit grant dated 20 December 2024 that vests in four equal quarterly tranches. After this transaction, 500 RSUs remain un-settled under the original award schedule.

The filing involves no cash exercise price and does not affect Dawson’s indirect ownership or introduce additional derivative instruments. Given the modest size—well below 1 % of USGO’s outstanding equity—the event is considered routine insider activity with negligible impact on the company’s capital structure or daily trading liquidity. Nevertheless, retention of the newly issued shares may be interpreted as a signal of ongoing alignment between the director and shareholder interests.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Minor RSU conversion; director keeps shares—no material effect on valuation or float.

The 250-share increase moves Dawson’s direct stake to 20,500 shares, a de minimis change relative to USGO’s share count. The “M” code confirms this is simply settlement of vested RSUs, executed at a zero exercise price. Because no shares were sold, the transaction does not introduce selling pressure. While insiders holding rather than selling can be construed as a modest vote of confidence, the scale is far too small to influence earnings outlook, cash flow, or market sentiment. I classify the filing as neutral for investors.

TL;DR: Routine equity-award vesting, governance compliant, negligible strategic significance.

The RSU schedule aligns with typical board compensation practices: quarterly vesting across twelve months. The prompt Form 4 submission (three business days) meets Section 16 reporting requirements, indicating sound compliance culture. No 10b5-1 plan is cited, but the lack of open-market trades reduces potential perception of opportunistic timing. Governance implications are minimal; still, continued share retention marginally enhances board–shareholder alignment without introducing dilution concerns. Overall impact on corporate governance risk profile is neutral.

Insider Dawson Garnet Linn
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 — 20,500 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.
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*
Dawson Garnet Linn

(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) 20,500 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/ Garnet Dawson 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.

FAQ

How many USGO shares did director Garnet Dawson acquire on June 20, 2025?

250 common shares were acquired through the conversion of vested RSUs.

What is Garnet Dawson’s total direct ownership in USGO after the Form 4 transaction?

He now directly owns 20,500 common shares.

Did the transaction involve any open-market sales of USGO stock?

No. The Form 4 reports only an RSU conversion with no shares sold.

How many Restricted Stock Units remain unvested for the director?

Dawson retains 500 RSUs that will vest under the original 12-month schedule.

Is the Form 4 filing likely to impact USGO’s stock price?

Given the small size of the conversion, the filing is considered not materially impactful to share price.