U.S. GoldMining (USGO) CFO awarded stock options and RSU grants

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported new equity awards to its Chief Financial Officer. On December 16, 2025, the officer received stock options for 7,500 shares of common stock at an exercise price of $9.4 per share. These options become exercisable on June 16, 2027 and expire on December 16, 2030.

The officer also received 1,000 Restricted Stock Units (RSUs), each representing one share of common stock at settlement. These RSUs vest in four equal installments of 25% after 3, 6, 9, and 12 months from the December 16, 2025 grant date, aligning compensation with the company’s equity over the following year.

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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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^*

Wong Tyler Michael

(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 Financial 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		7,500		06/16/2027	12/16/2030	Common Stock	7,500	$9.4	7,500	D
Restricted Stock Units	(1)	12/16/2025		A		1,000		(2)	(2)	Common Stock	1,000	$0	1,000	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/ Tyler Wong	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 insider transaction did U.S. GoldMining Inc. (USGO) disclose?

The company disclosed that its Chief Financial Officer received 7,500 stock options at an exercise price of $9.4 per share and 1,000 RSUs on December 16, 2025.

Who is the reporting person in this U.S. GoldMining (USGO) Form 4?

The reporting person is an officer of U.S. GoldMining Inc., serving as Chief Financial Officer, as indicated in the filing.

What are the terms of the U.S. GoldMining (USGO) stock options granted?

The Form 4 shows stock options on 7,500 shares of common stock with an exercise price of $9.4 per share, exercisable on June 16, 2027 and expiring on December 16, 2030.

How do the U.S. GoldMining (USGO) RSUs granted to the CFO vest?

The 1,000 RSUs vest in four equal 25% installments: at 3, 6, 9, and 12 months from the December 16, 2025 grant date.

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

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

Is this U.S. GoldMining (USGO) Form 4 filed for one or multiple reporting persons?

The document indicates that the Form is filed by one reporting person, not a group filing.