U.S. GoldMining (USGO) director granted 9,000 options and 1,000 RSUs

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported that one of its directors received new equity awards on December 16, 2025. The director was granted stock options for 9,000 shares of common stock with an exercise price of $9.4 per share. These options become exercisable on June 16, 2027 and expire on December 16, 2030, giving the holder several years to decide when to exercise.

The director also received 1,000 Restricted Stock Units (RSUs), each representing one share of common stock at settlement. The RSUs vest in four equal installments: 25% three months after the December 16, 2025 grant date, then 25% after six months, nine months, and twelve months from that grant date, creating a one-year vesting schedule tied to ongoing service.

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

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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^*

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)
12/16/2025

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

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
Stock Options	$9.4	12/16/2025		A		9,000		06/16/2027	12/16/2030	Common Stock	9,000	$9.4	9,000	D
Restricted Stock Units	(1)	12/16/2025		A		1,000		(2)	(2)	Common Stock	1,000	$0	1,000	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.

2. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025 (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	12/17/2025
	** 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

What insider transaction did U.S. GoldMining (USGO) report in this Form 4?

The company reported that a director received 9,000 stock options and 1,000 Restricted Stock Units (RSUs) for shares of U.S. GoldMining common stock on December 16, 2025.

What are the key terms of the 9,000 stock options reported by U.S. GoldMining (USGO)?

The director received 9,000 stock options with an exercise price of $9.4 per share, first exercisable on June 16, 2027 and expiring on December 16, 2030.

How do the 1,000 RSUs granted by U.S. GoldMining (USGO) vest?

The 1,000 RSUs vest in four equal installments: 25% three months after the December 16, 2025 grant date, then 25% after six months, nine months, and twelve months from the grant date.

What does each U.S. GoldMining (USGO) Restricted Stock Unit represent?

Each Restricted Stock Unit represents the right to receive, at settlement, one share of U.S. GoldMining common stock.

What is the reporting person’s relationship to U.S. GoldMining (USGO)?

The reporting person is identified as a director of U.S. GoldMining Inc., with the Form 4 filed for one reporting person.

When is the grant date for the reported U.S. GoldMining (USGO) equity awards?

The stock options and RSUs granted to the director share a grant date of December 16, 2025, which also anchors the RSU vesting schedule.