[Form 4] U.S. GoldMining Inc. Common stock Insider Trading Activity

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) Form 4 filed 06/23/2025 reports that director Aleksandra Bukacheva acquired 250 common shares through the automatic settlement of Restricted Stock Units (RSUs).

The transaction, coded "M" (conversion of derivative security), occurred on 06/20/2025 and involved no open-market purchase or sale. After the settlement, Bukacheva’s direct holdings rose from 1,250 to 1,500 shares; no dispositions were reported.

Key details

• RSUs converted: 250 units
• Total original grant: 1,000 RSUs (granted 12/20/2024; vesting quarterly over 12 months)
• Cash paid per share: $0 (equity award)
• Ownership form: Direct

This appears to be a routine equity-compensation vesting event. While the absolute share count is modest, the filing signals incremental insider ownership and continued alignment with shareholder interests. The market impact is therefore limited but directionally positive.

Positive

• Director increased direct ownership by 20% (from 1,250 to 1,500 shares) through RSU vesting, reinforcing insider–shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR Director added 250 shares via RSU vesting; minor, non-cash, mildly positive signal.

The filing shows a scheduled vesting of 250 RSUs, lifting the director’s stake to 1,500 shares. No sale or tax-related disposition occurred, so insider ownership increased by roughly 20%. Because the acquisition stems from a pre-arranged equity-comp plan and involves a small number of shares, I view the event as neutral from a valuation standpoint. It does, however, remove potential overhang from expiring RSUs and marginally improves insider alignment.

Corporate Governance Expert

TL;DR Routine RSU vesting, governance compliant, negligible impact on control.

The RSU grant follows a standard one-year quarterly vesting schedule, consistent with prevailing governance norms for early-stage resource companies. No accelerated vesting or discretionary board action is indicated, and the director now holds a modest 1,500-share position. Because the filing discloses no sales, pledges, or complex derivatives, there are no red flags. Overall effect on voting power or governance dynamics is immaterial.

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
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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^*

Bukacheva Aleksandra

(Last) (First) (Middle)

1830 - 1188 W.GEORGIA STREET

(Street)

VANCOUVER A1 V6E4A2

(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)	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/ Aleksandra Bukacheva	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.
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FAQ

How many USGO shares did Aleksandra Bukacheva acquire?

The director acquired 250 common shares through RSU settlement on 06/20/2025.

What is Bukacheva’s total USGO shareholding after the transaction?

She now directly owns 1,500 common shares.

Was any cash paid for the newly acquired USGO shares?

No. The shares were issued at $0 cost as part of an equity-compensation plan.

What vesting schedule applies to the 1,000 RSUs granted on 12/20/2024?

The RSUs vest in four equal 25% tranches every three months over one year from the grant date.

Does the filing indicate any share sales or dispositions?

No dispositions were reported; the filing reflects only an acquisition of shares.