U.S. GoldMining director exercises 250 stock units

Director Laura Schmidt settled 250 RSUs into common stock in September 2026, increasing her direct USGO shareholdings to 2,133 shares.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) director Laura Schmidt reported the exercise of 250 Restricted Stock Units on September 16, 2026, which settled into 250 shares of common stock. After this settlement, she directly held 2,133 shares of common stock and 250 Restricted Stock Units, and no transactions are reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

250 shares exercised/converted

Exercise 2 txns

Insider Schmidt Laura

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	250	$0.00	$0.00
Exercise	Common Stock F1	250	--	--

Holdings After Transaction: Restricted Stock Units — 250 contracts (Direct); Common Stock — 2,133 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 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

Restricted Stock Units exercised: 250 units Common shares acquired from RSU settlement: 250 shares Common shares held after transaction: 2,133 shares +3 more

6 metrics

Restricted Stock Units exercised 250 units Exercised and settled into common stock on September 16, 2026

Common shares acquired from RSU settlement 250 shares Shares of U.S. GoldMining common stock received on September 16, 2026

Common shares held after transaction 2,133 shares Direct holdings of Laura Schmidt after the September 16, 2026 transactions

Remaining Restricted Stock Units 250 units Derivative holdings following the September 16, 2026 settlement

Original RSU grant 1,000 units Restricted Stock Units granted on December 16, 2025

RSU vesting installments 4 installments of 25% each Vesting every 3 months from December 16, 2025 through 12 months from grant date

Key Terms

Restricted Stock Units, vest, settlement

3 terms

Restricted Stock Units financial

"On December 16, 2025, the reporting person was granted 1,000 Restricted Stock Units."

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.

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.

settlement financial

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

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

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

What transactions did USGO director Laura Schmidt report on this Form 4?

Laura Schmidt reported exercising 250 Restricted Stock Units on September 16, 2026, which settled into 250 shares of common stock. This reduced her RSU balance and increased her direct common stock holdings.

How many U.S. GoldMining (USGO) common shares does Laura Schmidt hold after these transactions?

After the September 16, 2026 settlement, Laura Schmidt directly holds 2,133 shares of common stock of U.S. GoldMining Inc., according to the Form 4 disclosure.

How many Restricted Stock Units related to USGO does Laura Schmidt still hold?

Following the September 16, 2026 transaction, Laura Schmidt holds 250 Restricted Stock Units, each representing the right to receive one share of U.S. GoldMining common stock at settlement.

What was the original U.S. GoldMining (USGO) RSU grant to Laura Schmidt and how does it vest?

On December 16, 2025, Laura Schmidt was granted 1,000 Restricted Stock Units. The units vest in four equal installments of 25% each, at 3, 6, 9 and 12 months from the grant date.

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

No. The Form 4 indicates that these transactions were not made under a Rule 10b5-1 trading plan, as the related checkbox is not marked.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 05:12 PM Accepted by SEC EDGAR 09/18/2026 - 05:11 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^*

Schmidt Laura

(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)
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		250	A	(1)	2,133	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			250	(2)	(2)	Common Stock	250	$0	250	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	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)