Director at U.S. GoldMining (USGO) exercises 250 RSUs into common shares

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Sherlock Ross Lawrence exercised equity awards to receive additional common shares. On June 16, 2026, he acquired 250 shares of common stock through the exercise of 250 Restricted Stock Units. After this, he directly held 1,500 common shares and 500 Restricted Stock Units, which are part of a 1,000-unit grant awarded on December 16, 2025 that vests in four equal quarterly installments.

Insider Trade Summary

250 shares exercised/converted

Mixed 2 txns

Insider Sherlock Ross Lawrence

Role null

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, null); Common Stock — 1,500 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. On December 16, 2025, 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 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.

Key Figures

RSUs exercised: 250 shares Common shares after transaction: 1,500 shares RSUs remaining: 500 units +1 more

4 metrics

RSUs exercised 250 shares Restricted Stock Units converted to common stock on June 16, 2026

Common shares after transaction 1,500 shares Director’s direct common stock holdings after June 16, 2026

RSUs remaining 500 units Restricted Stock Units directly held after June 16, 2026

Original RSU grant 1,000 units Grant date December 16, 2025 with four 25% vesting installments

Key Terms

Restricted Stock Units, derivative security, vest, Grant Date

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest financial

"The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Grant Date financial

"25% shall vest 3 months from December 16, 2025 (the "Grant Date")"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

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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)

BRITISH COLUMBIA, CANADA

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/16/2026		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)	06/16/2026		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 16, 2025, 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 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/ Ross Sherlock	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did U.S. GoldMining (USGO) report for Sherlock Ross Lawrence?

U.S. GoldMining reported that director Sherlock Ross Lawrence exercised 250 Restricted Stock Units into 250 shares of common stock on June 16, 2026. This was an equity compensation event rather than an open-market stock purchase or sale.

How many U.S. GoldMining (USGO) shares does Sherlock Ross Lawrence hold after this Form 4?

Following the June 16, 2026 transaction, Sherlock Ross Lawrence directly held 1,500 shares of U.S. GoldMining common stock. He also held 500 Restricted Stock Units that remain outstanding from a prior equity award.

What are the terms of Sherlock Ross Lawrence’s Restricted Stock Units at U.S. GoldMining (USGO)?

On December 16, 2025, he received a grant of 1,000 Restricted Stock Units. These units vest in four equal installments of 25% each, at three, six, nine, and twelve months from the grant date, delivering one share of common stock per vested unit.

Was the U.S. GoldMining (USGO) Form 4 transaction an open-market buy or sell?

No, the Form 4 shows a derivative exercise coded “M,” meaning an exercise or conversion of a derivative security. It reflects Restricted Stock Units converting into common stock, not an open-market purchase or sale of shares.

What does the “M” transaction code mean in the U.S. GoldMining (USGO) Form 4?

The “M” code on the Form 4 indicates an exercise or conversion of a derivative security. In this case, it represents Restricted Stock Units being settled into 250 shares of U.S. GoldMining common stock for the director.