U.S. GoldMining (USGO) director settles 250 RSUs into common shares

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Sherlock Ross Lawrence exercised restricted stock units that converted into common shares as part of his equity compensation. On March 16, 2026, 250 Restricted Stock Units vested and were settled into 250 shares of common stock at an exercise price of $0.00 per share.

Following these transactions, he held 750 Restricted Stock Units and 1,250 shares of common stock directly. The footnotes explain that each Restricted Stock Unit delivers one common share at settlement and that a grant of 1,000 Restricted Stock Units made on December 16, 2025 vests in four equal 25% installments over 12 months.

Insights

Equity Compensation Analyst

Routine vesting and exercise of equity awards with no open-market trading.

Director Sherlock Ross Lawrence exercised 250 Restricted Stock Units into 250 common shares at $0.00 on March 16, 2026. This reflects scheduled equity compensation rather than discretionary buying or selling in the market.

The original grant of 1,000 Restricted Stock Units from December 16, 2025 vests in four equal 25% tranches over one year. After this vesting event, he holds 750 Restricted Stock Units and 1,250 common shares directly, indicating a small, ongoing equity position rather than a major portfolio shift.

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

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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^*

Sherlock Ross Lawrence

(Last) (First) (Middle)

1830 - 1188 W.GEORGIA STREET

(Street)

VANCOUVER V6E 4A2

(City) (State) (Zip)

UNITED STATES

(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)
03/16/2026

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	03/16/2026		M		250	A	(1)	1,250	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)	03/16/2026		M			250	(2)	(2)	Common Stock	250	$0	750	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/ Ross Sherlock	03/18/2026
	** 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)

FAQ

What did U.S. GoldMining (USGO) director Sherlock Ross Lawrence report on this Form 4?

He reported exercising 250 Restricted Stock Units into 250 common shares at an exercise price of $0.00 on March 16, 2026. This was a scheduled equity compensation event, not an open-market purchase or sale of U.S. GoldMining stock.

How many U.S. GoldMining (USGO) Restricted Stock Units were originally granted to the director?

He was granted 1,000 Restricted Stock Units on December 16, 2025. According to the footnotes, these units vest in four equal installments of 25% each, occurring 3, 6, 9, and 12 months after the grant date, subject to the award terms.

How many U.S. GoldMining (USGO) shares and RSUs does the director hold after this transaction?

After the March 16, 2026 transactions, he holds 750 Restricted Stock Units and 1,250 shares of common stock directly. The 750 units represent the unvested portion of the original 1,000-unit grant, while the 1,250 shares reflect his updated common stock holdings.

Was this U.S. GoldMining (USGO) Form 4 a market buy or sell by the director?

No, the Form 4 shows an exercise of Restricted Stock Units, coded as transaction type M, not an open-market buy or sell. Shares were acquired through vesting and settlement of equity awards at an exercise price of $0.00 per share.

How do U.S. GoldMining (USGO) Restricted Stock Units work in this Form 4?

Each Restricted Stock Unit represents the right to receive one share of common stock at settlement. In this case, 250 units vested on March 16, 2026 and converted into 250 common shares, consistent with the one-for-one settlement described in the footnotes.