U.S. GoldMining (USGO) director exercises RSUs to reach 1,500 common shares

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Lisa Jean Wade exercised equity awards to acquire additional shares. On June 16, 2026, she exercised derivative securities tied to 250 shares of Common Stock at an exercise price of $0.00 per share, increasing her direct Common Stock holdings to 1,500 shares.

The transaction stemmed from previously granted Restricted Stock Units (RSUs), each representing the right to receive one share of Common Stock at settlement. Following this event, she held 500 RSUs directly, from an original grant of 1,000 RSUs that vest in four equal quarterly installments beginning three months after the December 16, 2025 grant date.

Insider Trade Summary

250 shares exercised/converted

Mixed 2 txns

Insider Wade Lisa Jean

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 — 1,500 shares (Direct, null)

Footnotes (1)

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

Shares acquired via exercise: 250 shares Exercise price: $0.00 per share Common shares after transaction: 1,500 shares +3 more

6 metrics

Shares acquired via exercise 250 shares Common Stock acquired on June 16, 2026 through derivative exercise

Exercise price $0.00 per share Price per share for 250 Common Stock shares acquired

Common shares after transaction 1,500 shares Total direct Common Stock holdings following June 16, 2026 transaction

RSUs remaining 500 RSUs Restricted Stock Units directly held after reported transaction

Original RSU grant size 1,000 RSUs Grant made on December 16, 2025

RSU vesting pattern 4 installments of 25% Vesting at 3, 6, 9, and 12 months from December 16, 2025

Key Terms

Restricted Stock Unit, derivative security, Grant Date, vesting

4 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

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.

Grant Date financial

"25% shall vest 3 months from December 16, 2025 (the "Grant Date"), 25% shall vest 6 months from 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.

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 →

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^*

Wade Lisa Jean

(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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2026		M		250	A	(1)	1,500	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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/ Lisa Wade	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)

FAQ

What insider transaction did USGO director Lisa Jean Wade report?

Lisa Jean Wade reported exercising derivative securities to acquire 250 shares of U.S. GoldMining Common Stock. The transaction converted vested Restricted Stock Units into shares at an exercise price of $0.00 per share, increasing her direct equity stake in the company.

How many USGO shares does Lisa Jean Wade hold after this Form 4?

After the June 16, 2026 transaction, Lisa Jean Wade directly holds 1,500 shares of U.S. GoldMining Common Stock. This reflects the addition of 250 shares acquired through the exercise of derivative securities, as disclosed in the Form 4 filing.

What was the price for the U.S. GoldMining shares acquired in this Form 4?

The 250 U.S. GoldMining Common Stock shares were acquired at an exercise price of $0.00 per share. This reflects a settlement of Restricted Stock Units, which typically convert into shares without a cash payment by the reporting person at exercise.

How many Restricted Stock Units does Lisa Jean Wade still hold in USGO?

Following the reported transaction, Lisa Jean Wade holds 500 Restricted Stock Units in U.S. GoldMining. Each RSU represents the right to receive one share of Common Stock at settlement, according to the Form 4 and accompanying footnotes.

What were the original grant terms of Lisa Jean Wade’s RSUs at U.S. GoldMining?

On December 16, 2025, Lisa Jean Wade was granted 1,000 Restricted Stock Units in U.S. GoldMining. The RSUs vest in four equal 25% installments, at 3, 6, 9, and 12 months from the grant date, as described in the Form 4 footnotes.

Does this USGO Form 4 show any open-market buying or selling?

The Form 4 shows derivative exercises coded as “M,” not open-market buys or sells. Lisa Jean Wade acquired 250 Common Stock shares via RSU settlement, with no reported open-market purchase or sale transactions in this particular filing.