U.S. GoldMining CFO exercises 250 stock units

U.S. GoldMining’s CFO exercised 250 RSUs into common stock, increasing his direct holdings to 1,750 shares.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) reports that Chief Financial Officer Tyler Michael Wong exercised 250 Restricted Stock Units on September 16, 2026, receiving 250 shares of Common Stock. This derivative exercise left him holding 1,750 Common Shares directly and 250 Restricted Stock Units. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

250 shares exercised/converted

Exercise 2 txns

Insider Wong Tyler Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F2	250	$0.00	$0.00
Exercise	Common Stock F1	250	--	--

Holdings After Transaction: Restricted Stock Units — 250 contracts (Direct); Common Stock — 1,750 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

RSUs Exercised: 250 Restricted Stock Units Common Shares Acquired: 250 shares of Common Stock Common Shares Held After Transaction: 1,750 shares of Common Stock +3 more

6 metrics

RSUs Exercised 250 Restricted Stock Units Exercised/converted on September 16, 2026 by the CFO

Common Shares Acquired 250 shares of Common Stock Received upon RSU exercise on September 16, 2026

Common Shares Held After Transaction 1,750 shares of Common Stock Direct ownership by CFO following the September 16, 2026 transactions

RSUs Remaining After Transaction 250 Restricted Stock Units Derivative holdings reported after the RSU exercise

Original RSU Grant 1,000 Restricted Stock Units Granted on December 16, 2025 with four equal vesting installments

Rule 10b5-1 Plan Status No Rule 10b5-1 trading plan reported Form-level checkbox indicates transactions not under a 10b5-1 plan

Key Terms

Restricted Stock Units, derivative security, Rule 10b5-1

3 terms

Restricted Stock Units financial

"Each Restricted Stock Unit represents the right to receive, at settlement, one share"

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

"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.

Rule 10b5-1 regulatory

"Rule 10b5-1 checkbox is marked false"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did U.S. GoldMining (USGO) disclose for its CFO?

U.S. GoldMining disclosed that CFO Tyler Michael Wong exercised 250 Restricted Stock Units on September 16, 2026, receiving 250 shares of Common Stock through a derivative exercise/conversion of those units.

How many U.S. GoldMining (USGO) common shares does the CFO hold after this Form 4?

After the reported transactions, CFO Tyler Michael Wong directly holds 1,750 shares of U.S. GoldMining Common Stock, as stated in the filing’s post-transaction holdings field.

What happens to the Restricted Stock Units in this U.S. GoldMining (USGO) filing?

The filing shows 250 Restricted Stock Units were converted into 250 Common Shares, reducing the RSU position to 250 Restricted Stock Units following the transaction, each representing the right to receive one share of common stock at settlement.

Was the U.S. GoldMining (USGO) CFO’s RSU exercise under a Rule 10b5-1 plan?

No. The document-level Rule 10b5-1 checkbox is marked false, so the Form 4 explicitly indicates that these transactions were not made under a Rule 10b5-1 trading plan based on the filing’s representation.

What were the original vesting terms of the U.S. GoldMining (USGO) CFO’s RSU grant?

On December 16, 2025, the CFO was granted 1,000 Restricted Stock Units, vesting in four equal 25% installments: 3 months, 6 months, 9 months, and 12 months from the grant date, according to the footnote description.

Did the U.S. GoldMining (USGO) CFO buy or sell shares on the market in this Form 4?

No market purchase or sale is reported. The Form 4 records a derivative exercise/conversion of 250 Restricted Stock Units into 250 Common Shares, with no separate open-market buy or sell transaction disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 05:26 PM Accepted by SEC EDGAR 09/18/2026 - 05:25 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^*

Wong Tyler Michael

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

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	09/16/2026		M		250	A	(1)	1,750	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)	09/16/2026		M			250	(2)	(2)	Common Stock	250	$0	250	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/ Tyler Wong	09/18/2026
	** 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)