U.S. GoldMining CEO exercises 625 RSUs into shares

U.S. GoldMining Inc. Chief Executive Officer Timothy Robert Smith exercised equity awards rather than trading stock on the open market.

Rhea-AI Filing Summary

U.S. GoldMining Inc. Chief Executive Officer Timothy Robert Smith exercised equity awards rather than trading stock on the open market. On June 16, 2026, he converted 625 Restricted Stock Units into 625 shares of Common Stock, at a stated price of $0.00 per share, as part of a vesting award.

Following this transaction, he directly holds 57,250 shares of Common Stock and 1,250 Restricted Stock Units. The footnotes note that he was granted 2,500 Restricted Stock Units on December 16, 2025, vesting in four equal installments over twelve months from the grant date.

Insider Trade Summary

625 shares exercised/converted

Exercise 2 txns

Insider Smith Timothy Robert

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	625	$0.00	$0.00
Exercise	Common Stock	625	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,250 contracts (Direct); Common Stock — 57,250 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 2,500 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

Common shares acquired: 625 shares Price per share on conversion: $0.00 per share Common shares held after: 57,250 shares +3 more

6 metrics

Common shares acquired 625 shares Exercise/conversion on June 16, 2026

Price per share on conversion $0.00 per share Stated transaction price for RSU settlement

Common shares held after 57,250 shares Direct ownership following June 16, 2026 transaction

RSUs transacted 625 RSUs Converted into 625 Common Stock shares

RSUs held after 1,250 RSUs Derivative holdings following June 16, 2026

Original RSU grant size 2,500 RSUs Grant on December 16, 2025 to CEO

Key Terms

Restricted Stock Units, Exercise or conversion of derivative security, Common Stock, Grant Date

4 terms

Restricted Stock Units financial

"On December 16, 2025, the reporting person was granted 2,500 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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Common Stock financial

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

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant Date financial

"25% shall vest 3 months from December 16, 2025 (the "Grant Date"),"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

FAQ

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

What insider transaction did U.S. GoldMining (USGO) report for its CEO?

U.S. GoldMining reported that CEO Timothy Robert Smith exercised equity awards, converting 625 Restricted Stock Units into 625 shares of Common Stock at a stated price of $0.00 per share, reflecting scheduled vesting rather than an open-market stock purchase or sale.

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

After the reported transactions, CEO Timothy Robert Smith directly holds 57,250 shares of U.S. GoldMining Common Stock. The filing also shows he continues to hold 1,250 Restricted Stock Units, which represent additional potential future share deliveries upon settlement.

What happened to the Restricted Stock Units in the U.S. GoldMining (USGO) Form 4?

The Form 4 shows 625 Restricted Stock Units were exercised or converted into 625 shares of Common Stock. Each unit represents the right to receive one share at settlement, so this reflects part of an existing equity grant vesting and settling in stock.

What equity award grant to the U.S. GoldMining (USGO) CEO is described in the footnotes?

The footnotes state that on December 16, 2025, the CEO was granted 2,500 Restricted Stock Units. These units vest in four equal 25% installments at 3, 6, 9, and 12 months from the December 16, 2025 grant date, providing staged equity-based compensation.

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

The Form 4 does not report any open-market stock purchases or sales. It shows non-derivative and derivative transactions coded “M,” reflecting the exercise or conversion of 625 Restricted Stock Units into Common Stock as part of the CEO’s equity compensation vesting.

How many Restricted Stock Units does the U.S. GoldMining (USGO) CEO hold after the transaction?

After the June 16, 2026 transaction, the CEO holds 1,250 Restricted Stock Units. These RSUs are derivative securities that, upon future settlement, entitle him to receive an equal number of U.S. GoldMining Common Stock shares, according to the equity award terms.

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

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Accepted by SEC EDGAR 06/18/2026 - 04:05 PM EDT 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^*

Smith Timothy Robert

(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 Executive Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2026		M		625	A	(1)	57,250	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)	06/16/2026		M			625	(2)	(2)	Common Stock	625	$0	1,250	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 2,500 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/ Tim Smith	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)