U.S. GoldMining grants director 10,000 stock options

The options vest in four equal installments, with the final installment scheduled for May 2, 2028.

Available on EDGAR 11/04/2026 - 07:44 PM EST Accepted by SEC EDGAR 11/04/2026 - 07:43 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Graziano Angelo Giovanni Pasquino DeLucchi received a grant of 10,000 stock options on November 2, 2026, with an exercise price of $5.71 per share and an expiration date of November 2, 2031. The options vest in four equal installments: 25% vested on November 2, 2026, and 25% shall vest on May 2, 2027, November 2, 2027, and May 2, 2028.

Insider Trade Summary

Grant/Award: 10,000 shares

Grant/Award 1 txn

Insider DeLucchi Graziano Angelo Giovanni Pasquino

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options F1	10,000	$5.71	$57K

Holdings After Transaction: Stock Options — 10,000 contracts (Direct)

Footnotes (1)

1. F1. On November 2, 2026, the reporting person was granted 10,000 Stock Options. The Stock Options vest in four equal installments-25% vested on November 2, 2026, 25% shall vest on May 2, 2027, 25% shall vest on November 2, 2027, and 25% shall vest May 2, 2028.

Key Figures

Stock options granted: 10,000 stock options Exercise price: $5.71 per share Vesting installment: 25% +1 more

4 metrics

Stock options granted 10,000 stock options Granted November 2, 2026

Exercise price $5.71 per share Stock options granted November 2, 2026

Vesting installment 25% Four equal installments; dates stated in the vesting schedule

Expiration date November 2, 2031 Stock options

Key Terms

Stock Options, vest, exercise price

3 terms

Stock Options financial

"was granted 10,000 Stock Options"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

vest financial

"The Stock Options vest in four equal installments"

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.

exercise price financial

"exercise price of $5.71"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many stock options did a USGO director receive, and at what exercise price?

Graziano Angelo Giovanni Pasquino DeLucchi received 10,000 stock options with an exercise price of $5.71 per share.

When do the USGO stock options vest?

The options vest in four equal installments: 25% vested on November 2, 2026, with 25% scheduled to vest on May 2, 2027, November 2, 2027, and May 2, 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

DeLucchi Graziano Angelo Giovanni Pasquino

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER 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)
11/02/2026

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

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(1)	$5.71	11/02/2026		A		10,000		11/02/2026	11/02/2031	Common Stock	10,000	$5.71	10,000	D

Explanation of Responses:

1. On November 2, 2026, the reporting person was granted 10,000 Stock Options. The Stock Options vest in four equal installments-25% vested on November 2, 2026, 25% shall vest on May 2, 2027, 25% shall vest on November 2, 2027, and 25% shall vest May 2, 2028.

	/s/ Graziano Angelo Giovanni Pasquino DeLucchi	11/04/2026
	** 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)