U.S. GoldMining director acquires 750 shares

A U.S. GoldMining Inc. director exercised 750 RSUs into common shares as one tranche of a 3,000-unit vesting award.

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Alastair Charles Still exercised 750 Restricted Stock Units into 750 shares of Common Stock on September 16, 2026. The RSU award was part of a 3,000-unit grant made on December 16, 2025 that vests in four equal quarterly installments. Following this transaction, Still directly holds 120,450 shares of Common Stock. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

750 shares exercised/converted

Exercise 2 txns

Insider Still Alastair Charles

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	750	$0.00	$0.00
Exercise	Common Stock F1	750	--	--

Holdings After Transaction: Restricted Stock Units — 750 contracts (Direct); Common Stock — 120,450 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 3,000 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

RSUs exercised: 750 units Common shares acquired: 750 shares Post-transaction holdings: 120,450 shares +2 more

5 metrics

RSUs exercised 750 units Restricted Stock Units converted into Common Stock on September 16, 2026

Common shares acquired 750 shares Common Stock received upon RSU exercise on September 16, 2026

Post-transaction holdings 120,450 shares Director’s direct Common Stock holdings after the September 16, 2026 transaction

RSU grant size 3,000 units Restricted Stock Units granted on December 16, 2025

Vesting schedule 4 installments of 25% each RSUs vest at 3, 6, 9, and 12 months from December 16, 2025

Key Terms

Restricted Stock Units, Common Stock, vesting

3 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents the right to receive, at settlement, one share"

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.

Common Stock financial

"one share of common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

vesting financial

"The Restricted Stock Units vest in four equal installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transaction did U.S. GoldMining Inc. (USGO) report on this Form 4?

The filing reports that director Alastair Charles Still exercised 750 Restricted Stock Units into 750 shares of Common Stock on September 16, 2026, as part of a previously granted equity award.

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

After the reported exercise, Alastair Charles Still directly holds 120,450 shares of Common Stock of U.S. GoldMining Inc., according to the Form 4 data.

What are the terms of the 3,000 RSU grant disclosed for USGO?

On December 16, 2025, the director was granted 3,000 Restricted Stock Units. The units vest in four equal 25% installments at 3, 6, 9, and 12 months from the grant date, with each vested unit representing one share of common stock at settlement.

Did the U.S. GoldMining (USGO) insider use a Rule 10b5-1 trading plan?

The Form 4 indicates no Rule 10b5-1 trading plan for these transactions, as the document-level 10b5-1 checkbox is not marked as being under such a plan.

What securities were involved in the USGO Form 4 transactions?

The Form 4 shows a derivative transaction in Restricted Stock Units that were exercised or converted, and a corresponding non-derivative acquisition of 750 shares of Common Stock on September 16, 2026.

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

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Available on EDGAR 09/18/2026 - 05:08 PM EDT Accepted by SEC EDGAR 09/18/2026 - 05:07 PM EDT 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^*

Still Alastair Charles

(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		750	A	(1)	120,450	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			750	(2)	(2)	Common Stock	750	$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 3,000 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/ Alastair Still	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)