U.S. GoldMining CEO exercises 625 stock units

CEO Timothy Robert Smith converted 625 Restricted Stock Units into common shares, increasing his direct holdings in USGO.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) reports that Chief Executive Officer Timothy Robert Smith exercised previously granted equity on September 16, 2026. 625 Restricted Stock Units converted into 625 shares of common stock, and his directly held common stock position increased to 57,875 shares. These units are part of a 2,500-unit grant from December 16, 2025 that vests in four equal installments.

Insider Trade Summary

625 shares exercised/converted

Exercise 2 txns

Insider Smith Timothy Robert

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	625	$0.00	$0.00
Exercise	Common Stock F1	625	--	--

Holdings After Transaction: Restricted Stock Units — 625 contracts (Direct); Common Stock — 57,875 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.
2. F2. On December 16, 2025, the reporting person was granted 2,500 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

Restricted Stock Units exercised: 625 units Common shares received: 625 shares Common shares held after transaction: 57,875 shares +2 more

5 metrics

Restricted Stock Units exercised 625 units Units that vested and settled on September 16, 2026

Common shares received 625 shares Shares of U.S. GoldMining common stock issued upon RSU settlement on September 16, 2026

Common shares held after transaction 57,875 shares Direct holdings by CEO Timothy Robert Smith following the September 16, 2026 settlement

Total Restricted Stock Unit grant 2,500 units Grant made on December 16, 2025 to the CEO

Vesting proportion per installment 25% Each of four installments vesting 3, 6, 9, and 12 months from December 16, 2025

Key Terms

Restricted Stock Units, Grant Date, vest

3 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.

Grant Date financial

"25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from 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.

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.

FAQ

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

What insider transaction did USGO report for CEO Timothy Robert Smith?

U.S. GoldMining Inc. reported that CEO Timothy Robert Smith exercised 625 Restricted Stock Units on September 16, 2026, receiving 625 shares of common stock as part of a previously granted equity award that vests in four equal installments.

How many U.S. GoldMining (USGO) shares does the CEO hold after this Form 4 transaction?

After the reported transaction, CEO Timothy Robert Smith directly holds 57,875 shares of U.S. GoldMining common stock, reflecting the addition of 625 shares received upon settlement of vested Restricted Stock Units.

What is the size and vesting schedule of the CEO’s USGO Restricted Stock Unit grant?

On December 16, 2025, the CEO was granted 2,500 Restricted Stock Units. The award vests in four equal installments of 25% each, at 3, 6, 9, and 12 months from the Grant Date.

What does each USGO Restricted Stock Unit represent in this Form 4?

Each Restricted Stock Unit reported for U.S. GoldMining represents the right to receive, at settlement, one share of common stock, according to the filed footnote describing the equity award terms.

Were the CEO’s USGO transactions made under a Rule 10b5-1 trading plan?

The filing indicates that these transactions were not made under a Rule 10b5-1 trading plan, meaning they are not reported as having been executed pursuant to a pre-arranged trading program.

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

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Available on EDGAR 09/18/2026 - 05:24 PM Accepted by SEC EDGAR 09/18/2026 - 05:23 PM Learn about SEC filing dates

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^*

Smith Timothy Robert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

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	09/16/2026		M		625	A	(1)	57,875	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)	09/16/2026		M			625	(2)	(2)	Common Stock	625	$0	625	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 2,500 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/ Tim Smith	09/18/2026
	** 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)