US GoldMining (NASDAQ: USGO) CEO converts 625 RSUs into common stock

Rhea-AI Filing Summary

U.S. GoldMining Inc. Chief Executive Officer Timothy Robert Smith exercised 625 Restricted Stock Units into an equal number of common shares at $0.00 per share on March 16, 2026. Following the transaction, he holds 56,625 shares of common stock and 1,875 Restricted Stock Units, part of a 2,500-unit grant vesting in four equal installments.

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

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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 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)

	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)
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		625	A	(1)	56,625	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			625	(2)	(2)	Common Stock	625	$0	1,875	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	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 insider transaction did USGO CEO Timothy Robert Smith report?

Timothy Robert Smith exercised 625 Restricted Stock Units into 625 shares of U.S. GoldMining common stock. The transaction occurred on March 16, 2026, and was reported as an exercise or conversion of a derivative security, not as an open-market purchase or sale.

Did the USGO CEO buy or sell shares on the open market in this Form 4?

No open-market buy or sell took place. The Form 4 shows an exercise of 625 Restricted Stock Units into common stock at zero cost, a compensation-related equity conversion rather than a discretionary market trade in U.S. GoldMining shares.

How many U.S. GoldMining common shares does the CEO hold after this transaction?

After exercising 625 Restricted Stock Units, the CEO directly holds 56,625 shares of U.S. GoldMining common stock. This total reflects his position following the March 16, 2026 derivative conversion reported in the Form 4 filing.

How many Restricted Stock Units in USGO remain for the CEO after this vesting?

Following the March 16, 2026 transaction, Timothy Robert Smith holds 1,875 Restricted Stock Units. These units are part of a 2,500-unit grant that vests in four equal installments over 12 months from the December 16, 2025 grant date.

What are the vesting terms of the USGO CEO’s 2,500 Restricted Stock Units?

The 2,500 Restricted Stock Units vest in four equal 25% installments. Vesting occurs 3, 6, 9, and 12 months after the December 16, 2025 grant date, with each vested unit convertible into one share of U.S. GoldMining common stock at settlement.

Does the Form 4 indicate any tax withholding or gifting of USGO shares?

The Form 4 does not report any tax withholding or gifts. It lists only an exercise or conversion of 625 Restricted Stock Units into common shares, with no F-code tax disposition or G-code gift transactions disclosed for this March 16, 2026 event.