U.S. GoldMining director settles 250 stock units

A U.S. GoldMining Inc. director converted 250 Restricted Stock Units into common shares, raising his direct common stock holdings to 1,750.

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) director Sherlock Ross Lawrence exercised previously granted equity awards, converting Restricted Stock Units into common shares. On September 16, 2026, 250 Restricted Stock Units were settled for 250 shares of common stock, increasing his directly held common shares to 1,750 and reducing his Restricted Stock Unit balance to 250.

The equity awards stem from a grant of 1,000 Restricted Stock Units made on December 16, 2025, which vest in four equal 25% installments over 12 months from the grant date. No transactions in this filing are stated as being made under a Rule 10b5-1 trading plan.

Insider Trade Summary

250 shares exercised/converted

Exercise 2 txns

Insider Sherlock Ross Lawrence

Role Director

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

Restricted Stock Units settled: 250 units Common shares acquired from RSU settlement: 250 shares Common shares held after transaction: 1,750 shares +3 more

6 metrics

Restricted Stock Units settled 250 units Converted into common stock on September 16, 2026

Common shares acquired from RSU settlement 250 shares Issued to Sherlock Ross Lawrence on September 16, 2026

Common shares held after transaction 1,750 shares Directly owned by Sherlock Ross Lawrence after September 16, 2026

Restricted Stock Units remaining 250 units Balance of equity awards after the September 16, 2026 settlement

Original Restricted Stock Unit grant 1,000 units Granted on December 16, 2025 in four 25% vesting tranches

Vesting tranche percentage 25% per tranche Four equal installments at 3, 6, 9, and 12 months from December 16, 2025

Key Terms

Restricted Stock Units, vest, Grant Date

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.

vest financial

"The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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 USGO director Sherlock Ross Lawrence report?

He reported the settlement of 250 Restricted Stock Units into 250 shares of common stock on September 16, 2026, which increased his directly owned common shares to 1,750 and reduced his Restricted Stock Unit balance to 250.

How many U.S. GoldMining (USGO) shares does Sherlock Ross Lawrence hold after this transaction?

After the September 16, 2026 transaction, Sherlock Ross Lawrence directly holds 1,750 shares of common stock and 250 Restricted Stock Units, each representing the right to receive one share of common stock at settlement.

What was the size and origin of the Restricted Stock Unit grant for USGO’s director?

On December 16, 2025, Sherlock Ross Lawrence was granted 1,000 Restricted Stock Units. These units vest in four equal installments of 25% each at 3, 6, 9, and 12 months from the grant date.

Was the USGO insider transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that the reported transactions by Sherlock Ross Lawrence were not made pursuant to a Rule 10b5-1 trading plan.

What happens when a U.S. GoldMining (USGO) Restricted Stock Unit settles?

Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. When settled, the units are reduced and the corresponding number of common shares is issued to the holder.

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

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Available on EDGAR 09/18/2026 - 05:16 PM Accepted by SEC EDGAR 09/18/2026 - 05:15 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^*

Sherlock Ross Lawrence

(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)
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/ Ross Sherlock	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)