U.S. GoldMining (USGO) director converts 250 RSUs into shares, holds 1,633

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Laura Schmidt exercised restricted stock units into common shares as part of her equity compensation. On March 16, 2026, she exercised 250 Restricted Stock Units, converting them into 250 shares of common stock at a stated price of $0.00 per share.

Following these transactions, she directly holds 1,633 shares of common stock and 750 Restricted Stock Units. The RSUs come from a grant of 1,000 units awarded on December 16, 2025, which vest in four equal 25% installments over 12 months from the grant date.

Insights

Equity compensation analyst

Routine RSU vesting and exercise increasing a director’s share holdings.

The transactions show Laura Schmidt, a director of U.S. GoldMining Inc., exercising 250 Restricted Stock Units into 250 shares of common stock at $0.00 per share. This reflects the conversion of previously granted equity awards rather than any open‑market trading.

The filing indicates she now holds 1,633 common shares and 750 remaining Restricted Stock Units. The RSUs were granted on December 16, 2025 and vest in four equal 25% tranches over 12 months. This pattern is typical of director compensation programs and does not itself signal a change in outlook.

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
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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^*

Schmidt Laura

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER V6E 4A2

(City) (State) (Zip)

UNITED STATES

(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)
03/16/2026

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	03/16/2026		M		250	A	(1)	1,633	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)	03/16/2026		M			250	(2)	(2)	Common Stock	250	$0	750	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/ Laura Schmidt	03/18/2026
	** 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 did U.S. GoldMining (USGO) director Laura Schmidt report in this Form 4?

Laura Schmidt reported exercising 250 Restricted Stock Units into 250 shares of U.S. GoldMining common stock. The exercise price was stated as $0.00 per share, reflecting a standard equity award conversion rather than an open‑market purchase or sale transaction.

How many U.S. GoldMining (USGO) shares does Laura Schmidt hold after this transaction?

After the Form 4 transactions, Laura Schmidt directly holds 1,633 shares of U.S. GoldMining common stock. She also holds 750 Restricted Stock Units, which represent the right to receive one share of common stock each upon settlement under the company’s equity plan.

What are the terms of Laura Schmidt’s Restricted Stock Unit grant at U.S. GoldMining (USGO)?

Laura Schmidt was granted 1,000 Restricted Stock Units on December 16, 2025. These units vest in four equal installments: 25% after 3, 6, 9, and 12 months from the grant date, providing a year‑long vesting schedule linked to continued service.

Was there any open‑market buying or selling in this U.S. GoldMining (USGO) Form 4?

No open‑market buying or selling is shown. The Form 4 reports code “M” transactions, which are exercises or conversions of derivative securities. Here, Restricted Stock Units were converted into common shares at a stated price of $0.00 per share.

How many Restricted Stock Units remain for Laura Schmidt at U.S. GoldMining (USGO)?

Following the reported exercise of 250 Restricted Stock Units, Laura Schmidt has 750 Restricted Stock Units outstanding. Each unit represents the right to receive one share of U.S. GoldMining common stock upon settlement, subject to the vesting schedule.

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

Transaction code “M” denotes the exercise or conversion of a derivative security. In this filing, it shows Schmidt’s Restricted Stock Units being converted into common stock, increasing her directly held share count without recording any market purchase or sale.