U.S. GoldMining director exercises 250 RSUs

U.S. GoldMining Inc. director Dawson Garnet Linn exercised 250 Restricted Stock Units on March 16, 2026, receiving 250 shares of common stock at an exercise price of $0.00 per share.

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Dawson Garnet Linn exercised 250 Restricted Stock Units on March 16, 2026, receiving 250 shares of common stock at an exercise price of $0.00 per share. Following the transaction, he directly holds 21,250 shares of common stock.

The RSUs come from a grant of 1,000 units awarded on December 16, 2025, which vest in four equal 25% installments every three months from the grant date. After this vesting event, 750 Restricted Stock Units remain outstanding for future settlement.

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	250	$0.00	$0.00
Exercise	Common Stock	250	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 750 contracts (Direct); Common Stock — 21,250 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.

FAQ

What insider transaction did Dawson Garnet Linn report for U.S. GoldMining (USGO)?

Director Dawson Garnet Linn exercised 250 Restricted Stock Units, receiving 250 U.S. GoldMining common shares at an exercise price of $0.00. This is a compensation-related equity vesting, not an open-market purchase or sale, and reflects routine settlement of previously granted stock-based awards.

How many U.S. GoldMining shares does Dawson Garnet Linn hold after this Form 4?

After the reported transaction, Dawson Garnet Linn directly holds 21,250 shares of U.S. GoldMining common stock. These holdings result from the settlement of 250 Restricted Stock Units into common shares as part of a previously granted equity award with a defined vesting schedule.

What is the vesting schedule of Dawson Garnet Linn’s U.S. GoldMining RSU grant?

On December 16, 2025, Dawson Garnet Linn was granted 1,000 Restricted Stock Units that vest in four equal 25% installments. Vesting occurs 3, 6, 9, and 12 months from the grant date, providing a structured timeline for when RSUs convert into common shares.

How many Restricted Stock Units remain for Dawson Garnet Linn at U.S. GoldMining?

Following the March 16, 2026 transaction, Dawson Garnet Linn has 750 Restricted Stock Units remaining from his 1,000-unit grant. Each RSU represents the right to receive one share of U.S. GoldMining common stock upon settlement under the grant’s vesting terms.

Was there any open-market buying or selling by Dawson Garnet Linn in this U.S. GoldMining Form 4?

No open-market buying or selling occurred in this filing. The Form 4 reports an exercise of 250 Restricted Stock Units into common stock at $0.00, reflecting equity award vesting rather than discretionary purchases or sales on the public market.

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Accepted by SEC EDGAR 03/18/2026 - 06:05 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 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)	21,250	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/ Garnet Dawson	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)