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

Rhea-AI Filing Summary

Form 4 filing overview: On 06/20/2025, U.S. GoldMining Inc. (ticker USGO) director Lisa Jean Wade reported the conversion of Restricted Stock Units (RSUs) into common shares.

• Equity acquired: 250 common shares were issued to Ms. Wade via transaction code M, which denotes the settlement of derivative securities.
• Post-transaction ownership: She now directly owns 500 USGO common shares.
• Remaining derivatives: After the conversion, Ms. Wade still holds 500 RSUs.
• RSU grant details: The original award of 1,000 RSUs was granted on 12/20/2024. Vesting occurs in four equal 25% installments at 3-, 6-, 9-, and 12-month anniversaries of the grant date. The 06/20/2025 transaction represents the second 25% vesting tranche.
• Cost basis: No cash was paid for the shares (price indicated as “(1)” linked to footnote explaining one-for-one share settlement).
• Insider role: Ms. Wade is listed solely as a Director; no officer title or 10% ownership status is indicated.

This filing records a routine vesting conversion rather than an open-market purchase or sale. The size—250 shares—is modest and does not by itself signal a material change in insider sentiment or the company’s fundamentals.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; 250 shares added, 500 RSUs remain—unlikely to move USGO valuation.

The Form 4 shows director Lisa Wade settling 250 RSUs into common stock under a pre-existing equity award. Transaction code M confirms it is a conversion, not a discretionary buy or sell. Her direct equity stake doubles to 500 shares, but the absolute size is immaterial to USGO’s float. Investors typically watch for open-market buys or large disposals; this event is neither. The remaining 500 RSUs indicate two more equal vesting tranches over the next six months. Overall impact on market perception and share supply is neutral.

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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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^*

Wade Lisa Jean

(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/ Lisa Wade	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 Lisa Wade acquire on 06/20/2025?

250 common shares were issued upon conversion of vested RSUs.

What is Lisa Wade’s total direct ownership of USGO common stock after the transaction?

She directly holds 500 shares following the 06/20/2025 conversion.

How many Restricted Stock Units does Lisa Wade still hold?

She retains 500 unvested RSUs from the original 1,000-unit grant.

When were the RSUs originally granted to Lisa Wade?

The 1,000 RSUs were granted on 12/20/2024.

Does the Form 4 indicate any open-market buying or selling by the insider?

No. The M transaction code shows a conversion of derivatives, not a market trade.