US GoldMining (USGO) director settles 750 RSUs into common shares

Rhea-AI Filing Summary

U.S. GoldMining Inc. director Alastair Charles Still exercised 750 Restricted Stock Units into 750 shares of common stock at a stated price of $0.00 per share. Following this transaction, he holds 119,700 shares of common stock and 1,500 Restricted Stock Units directly.

Insider Trade Summary

750 shares exercised/converted

Mixed 2 txns

Insider Still Alastair Charles

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	750	$0.00	--
Exercise	Common Stock	750	$0.00	--

Holdings After Transaction: Restricted Stock Units — 1,500 shares (Direct, null); Common Stock — 119,700 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 3,000 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: 750 units Common shares after transaction: 119,700 shares RSUs remaining: 1,500 units +2 more

5 metrics

RSUs exercised 750 units Converted into 750 common shares on 2026-06-16

Common shares after transaction 119,700 shares Direct holdings following 2026-06-16 exercise

RSUs remaining 1,500 units Restricted Stock Units held after 2026-06-16

Original RSU grant 3,000 units Granted on December 16, 2025 to the reporting person

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

Key Terms

Restricted Stock Unit, derivative security, vesting

3 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.

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^*

Still Alastair Charles

(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		750	A	(1)	119,700	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			750	(2)	(2)	Common Stock	750	$0	1,500	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 3,000 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/Alastair Still	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 U.S. GoldMining (USGO) report for Alastair Charles Still?

U.S. GoldMining reported that director Alastair Charles Still exercised 750 Restricted Stock Units into 750 shares of common stock. The transaction was coded as an option or derivative exercise, not an open-market purchase or sale.

How many U.S. GoldMining (USGO) shares does Alastair Charles Still hold after this Form 4?

After the reported transactions, Alastair Charles Still directly holds 119,700 shares of U.S. GoldMining common stock. In addition, he holds 1,500 Restricted Stock Units, which can settle into the same number of common shares upon vesting and settlement.

What do the 750 Restricted Stock Units in the U.S. GoldMining (USGO) Form 4 represent?

Each Restricted Stock Unit represents the right to receive one share of U.S. GoldMining common stock at settlement. In this Form 4, 750 Restricted Stock Units were exercised or settled, resulting in the acquisition of 750 common shares by the reporting person.

What is the vesting schedule of Alastair Charles Still’s U.S. GoldMining (USGO) RSU grant?

On December 16, 2025, Alastair Charles Still was granted 3,000 Restricted Stock Units vesting in four equal 25% installments. These vest 3, 6, 9, and 12 months from the grant date, creating a staggered schedule for when units convert into common shares.

Was there any open-market buying or selling in this U.S. GoldMining (USGO) Form 4?

No open-market buying or selling was reported. The Form 4 only shows derivative exercises coded as “M,” where Restricted Stock Units were converted into common stock. Transaction fields indicate these are exercises rather than market purchases or sales.