U.S. GoldMining (USGO) director converts 250 RSUs, holds 2,500 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Aleksandra Bukacheva exercised restricted stock units into common stock as part of her equity compensation. On June 16, 2026, she converted 250 Restricted Stock Units into 250 shares of Common Stock at a stated price of $0.00 per share, increasing her direct common share holdings to 2,500 shares. The derivative transaction left her with 500 Restricted Stock Units outstanding.

Footnotes explain that each Restricted Stock Unit settles into one share of common stock and that she was granted 1,000 Restricted Stock Units on December 16, 2025, vesting in four equal 25% installments every three months from the grant date. The filing shows compensation-related equity vesting and exercises, with no open‑market purchases or sales reported.

Insider Trade Summary

250 shares exercised/converted

Mixed 2 txns

Insider Bukacheva Aleksandra

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	250	$0.00	--
Exercise	Common Stock	250	$0.00	--

Holdings After Transaction: Restricted Stock Units — 500 shares (Direct, null); Common Stock — 2,500 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. 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 Exercise price: $0.00 per share Common shares after transaction: 2,500 shares +3 more

6 metrics

RSUs exercised 250 units Converted into 250 shares of Common Stock on June 16, 2026

Exercise price $0.00 per share Stated transaction price for RSU conversion

Common shares after transaction 2,500 shares Direct holdings following June 16, 2026 transaction

RSUs remaining 500 units Restricted Stock Units outstanding after the exercise

Original RSU grant 1,000 units Granted December 16, 2025 to director Bukacheva

Vesting pattern 4 x 25% Vests every 3 months over 12 months from December 16, 2025

Key Terms

Restricted Stock Units, derivative security, vesting

3 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.

vesting financial

"The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 16, 2025"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

06/18/2026 - 04:05 PM

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^*

Bukacheva Aleksandra

(Last)

(First)

(Middle)

1830 - 1188 W.GEORGIA STREET

(Street)

VANCOUVER

V6E4A2

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/16/2026		M		250	A	⁽¹⁾	2,500	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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/ Aleksandra Bukacheva	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did U.S. GoldMining (USGO) report for Aleksandra Bukacheva?

U.S. GoldMining reported that director Aleksandra Bukacheva exercised 250 Restricted Stock Units into 250 shares of Common Stock. This was a compensation-related equity conversion, not an open-market purchase or sale, and reflects scheduled vesting of previously granted stock units.

How many U.S. GoldMining (USGO) shares does Aleksandra Bukacheva hold after this Form 4?

After the June 16, 2026 transaction, Aleksandra Bukacheva directly holds 2,500 shares of U.S. GoldMining Common Stock. She also retains 500 Restricted Stock Units, which represent additional potential future shares as they continue to vest and eventually settle into common stock.

What was the size of the Restricted Stock Unit grant for U.S. GoldMining (USGO) director Bukacheva?

The filing states that on December 16, 2025, Aleksandra Bukacheva was granted 1,000 Restricted Stock Units. These units are part of her equity compensation and each unit represents the right to receive one share of U.S. GoldMining common stock at settlement.

How do the U.S. GoldMining (USGO) Restricted Stock Units vest for Aleksandra Bukacheva?

Bukacheva’s 1,000 Restricted Stock Units vest in four equal 25% installments. Vesting occurs at three, six, nine, and twelve months from the December 16, 2025 grant date, creating a one-year vesting schedule with quarterly vesting events tied to the original grant.

Did the U.S. GoldMining (USGO) Form 4 show any open-market stock sales or purchases?

The Form 4 does not show any open-market stock sales or purchases. It reports an exercise of 250 Restricted Stock Units into 250 common shares at a stated price of $0.00 per share, reflecting equity compensation vesting rather than trading activity in the market.

What does each Restricted Stock Unit represent for U.S. GoldMining (USGO) insiders?

Each Restricted Stock Unit represents the right to receive one share of U.S. GoldMining common stock at settlement. As units vest over time, insiders can receive underlying shares, aligning compensation with the company’s equity performance without immediate cash transactions.