U.S. GoldMining director exercises 250 RSUs

U.S. GoldMining Inc. director Dawson Garnet Linn exercised derivative awards related to Restricted Stock Units into common stock.

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Dawson Garnet Linn exercised derivative awards related to Restricted Stock Units into common stock. On June 16, 2026, 250 shares of common stock were acquired through an option-style exercise at $0.00 per share, bringing direct common stock holdings to 21,500 shares and remaining Restricted Stock Units to 500.

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 — 500 contracts (Direct); Common Stock — 21,500 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

Common shares acquired: 250 shares Price per share: $0.00 per share Common shares after transaction: 21,500 shares +3 more

6 metrics

Common shares acquired 250 shares Derivative exercise on June 16, 2026

Price per share $0.00 per share Exercise or conversion price for acquired common stock

Common shares after transaction 21,500 shares Direct common stock holdings following the exercise

RSUs transacted 250 units Restricted Stock Units exercised or converted

RSUs remaining 500 units Restricted Stock Unit balance after reported transactions

Original RSU grant 1,000 units Granted on December 16, 2025

Key Terms

Restricted Stock Units, derivative security, vest, settlement, +1 more

5 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.

derivative security financial

"transaction_code_description: 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.

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.

exercise or conversion price financial

"conversion_or_exercise_price: 0.0000"

FAQ

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

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

U.S. GoldMining reported that director Dawson Garnet Linn acquired 250 common shares via a derivative exercise. The transaction converted Restricted Stock Units into common stock and did not involve an open-market purchase or sale, making it a compensation-related equity event.

How many U.S. GoldMining (USGO) shares does Dawson Garnet Linn hold after the Form 4?

After the reported transactions, Linn directly holds 21,500 shares of common stock. The filing also shows 500 Restricted Stock Units remaining, which represent rights to receive additional common shares upon future vesting or settlement according to the award terms.

What was the size of the derivative exercise reported in U.S. GoldMining (USGO) Form 4?

The Form 4 shows a derivative exercise of 250 shares tied to Restricted Stock Units. These units were converted into common stock at a stated exercise or conversion price of $0.00 per share, reflecting the nature of stock-based compensation rather than a market transaction.

What are the terms of Dawson Linn’s Restricted Stock Units at U.S. GoldMining (USGO)?

Linn was granted 1,000 Restricted Stock Units on December 16, 2025. The units vest in four equal 25% installments: at three, six, nine, and twelve months after the grant date, with each vested portion generally eligible to settle into common stock.

Does the U.S. GoldMining (USGO) Form 4 show any open-market buying or selling?

No open-market buys or sells are reported in this Form 4. Both transactions use code “M,” indicating exercises or conversions of derivative securities, which are routine movements of stock-based compensation rather than discretionary market trades.

What do the remaining 500 Restricted Stock Units mean for U.S. GoldMining (USGO) director Linn?

The remaining 500 Restricted Stock Units represent potential future common shares for Linn. Each unit corresponds to one share of common stock upon settlement, subject to the vesting schedule and conditions described in the original grant documentation.

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

Accepted by SEC EDGAR 06/18/2026 - 04:05 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^*

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)
06/16/2026

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	06/16/2026		M		250	A	(1)	21,500	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)	06/16/2026		M			250	(2)	(2)	Common Stock	250	$0	500	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	06/18/2026
	** 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)