U.S. GoldMining director exercises 250 RSUs

USGO director Dawson Garnet Linn exercised 250 RSUs into common stock from a 1,000-unit grant, bringing his direct holdings to 21,750 shares.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) director Dawson Garnet Linn reported the vesting and exercise of equity awards tied to company stock. On September 16, 2026, 250 Restricted Stock Units were exercised into 250 shares of Common Stock, increasing his direct Common Stock holdings to 21,750 shares and reducing the related RSU balance to 250 units. The RSUs come from a 1,000-unit grant awarded on December 16, 2025, which vests in four equal quarterly installments over 12 months. No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

250 shares exercised/converted

Exercise 2 txns

Insider Dawson Garnet Linn

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 — 21,750 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

RSUs exercised: 250 units Common Stock received: 250 shares Common Stock holdings after transaction: 21,750 shares +2 more

5 metrics

RSUs exercised 250 units Restricted Stock Units converted into Common Stock on September 16, 2026

Common Stock received 250 shares Shares of Common Stock acquired upon RSU exercise on September 16, 2026

Common Stock holdings after transaction 21,750 shares Direct ownership position after the September 16, 2026 transaction

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

Remaining RSUs 250 units Restricted Stock Unit balance following the September 16, 2026 exercise

Key Terms

Restricted Stock Units, derivative security, Common Stock

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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.

FAQ

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

What insider transaction in USGO stock did Dawson Garnet Linn report?

Dawson Garnet Linn reported exercising 250 Restricted Stock Units into 250 shares of U.S. GoldMining Inc. Common Stock on September 16, 2026, as part of a previously granted equity award.

How many USGO common shares does Dawson Garnet Linn hold after this Form 4?

After the reported transaction, Dawson Garnet Linn directly holds 21,750 shares of U.S. GoldMining Inc. Common Stock, according to the filing’s post-transaction share balance.

What is the size and vesting schedule of Dawson Garnet Linn’s RSU grant at USGO?

On December 16, 2025, Dawson Garnet Linn was granted 1,000 Restricted Stock Units, vesting in four equal 25% installments at 3, 6, 9, and 12 months from the grant date.

How many Restricted Stock Units remain for Dawson Garnet Linn at USGO?

Following the September 16, 2026 transaction, the reported balance of Restricted Stock Units for Dawson Garnet Linn is 250 units, each representing the right to receive one share of Common Stock at settlement.

Were Dawson Garnet Linn’s USGO transactions under a Rule 10b5-1 trading plan?

No. The Rule 10b5-1 checkbox is shown as not affirmed, and the filing does not state that the September 16, 2026 transactions were made under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/18/2026 - 05:10 PM Accepted by SEC EDGAR 09/18/2026 - 05:09 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^*

Dawson Garnet Linn

(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)	21,750	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/ Garnet Dawson	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)