U.S. GoldMining (USGO) CEO receives stock options and RSU grants

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported that its Chief Executive Officer received new equity awards on December 16, 2025. The CEO was granted 17,000 stock options with an exercise price of $9.4 per share, which become exercisable on June 16, 2027 and expire on December 16, 2030. These options give the right to buy common shares at the stated price during that period.

In addition, the CEO received 2,500 Restricted Stock Units (RSUs), each representing one share of common stock at settlement. The RSUs vest in four equal installments: 25% vests 3 months from the December 16, 2025 grant date, then 25% after 6 months, 25% after 9 months, and the remaining 25% after 12 months from the grant date.

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
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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^*

Smith Timothy Robert

(Last) (First) (Middle)

1830 - 1188 W. GEORGIA STREET

(Street)

VANCOUVER A1 V6E 4A2

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Stock Options	$9.4	12/16/2025		A		17,000		06/16/2027	12/16/2030	Common Stock	17,000	$9.4	17,000	D
Restricted Stock Units	(1)	12/16/2025		A		2,500		(2)	(2)	Common Stock	2,500	$0	2,500	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.

2. 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/ Timothy Smith	12/17/2025
	** 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.
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FAQ

What equity awards did U.S. GoldMining (USGO) grant its CEO on December 16, 2025?

The Chief Executive Officer of U.S. GoldMining Inc. received 17,000 stock options with a $9.4 exercise price and 2,500 Restricted Stock Units (RSUs) on December 16, 2025.

What are the terms of the 17,000 stock options reported by U.S. GoldMining (USGO)?

The 17,000 stock options have an exercise price of $9.4 per share, become exercisable on June 16, 2027, and expire on December 16, 2030. They relate to the company’s common stock.

How do the 2,500 RSUs granted to the U.S. GoldMining (USGO) CEO vest?

The 2,500 RSUs vest in four equal installments: 25% vests 3 months from the December 16, 2025 grant date, then 25% after 6 months, 25% after 9 months, and the final 25% after 12 months.

What does each RSU granted by U.S. GoldMining (USGO) represent?

Each Restricted Stock Unit represents the right to receive, at settlement, one share of U.S. GoldMining common stock, as disclosed in the explanation of responses.

Is the CEO’s ownership in U.S. GoldMining (USGO) direct or indirect for these awards?

The filing shows the 17,000 stock options and 2,500 RSUs as held with direct ownership by the reporting person.

Who signed the insider transaction report for U.S. GoldMining (USGO)?

The report was signed by /s/ Timothy Smith on December 17, 2025, as the Signature of Reporting Person.