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

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported an insider equity grant to a director on 12/16/2025. The director received stock options on 9,000 shares of common stock with an exercise price of $9.4 per share, exercisable from 06/16/2027 and expiring on 12/16/2030, held as direct ownership.

In addition, the director was granted 1,000 Restricted Stock Units (RSUs), each representing one share of common stock at settlement. These RSUs vest in four equal 25% installments, occurring 3, 6, 9, and 12 months from the December 16, 2025 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

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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^*

Sherlock Ross Lawrence

(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/ Ross Sherlock	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 on December 16, 2025?

U.S. GoldMining reported that a director received stock options on 9,000 shares of common stock and 1,000 Restricted Stock Units (RSUs) on 12/16/2025.

What are the key terms of the U.S. GoldMining (USGO) stock options granted to the director?

The director received 9,000 stock options with an exercise price of $9.4 per share. The options become exercisable on 06/16/2027 and expire on 12/16/2030, and are held as direct ownership.

How many Restricted Stock Units were granted to the U.S. GoldMining (USGO) director and what do they represent?

The director received 1,000 Restricted Stock Units. Each RSU represents the right to receive one share of common stock at settlement.

What is the vesting schedule for the U.S. GoldMining (USGO) RSU grant on December 16, 2025?

The 1,000 RSUs vest in four equal installments: 25% vest 3 months from December 16, 2025, 25% at 6 months, 25% at 9 months, and 25% at 12 months from the grant date.

What role does the reporting person hold at U.S. GoldMining (USGO)?

The reporting person is identified as a Director of U.S. GoldMining Inc. and filed the form as one reporting person.

Is the U.S. GoldMining (USGO) Form 4 filed individually or jointly?

The Form 4 is indicated as filed by one reporting person, not as a joint or group filing.