U.S. GoldMining (USGO) CFO converts 250 RSUs, holds 1,500 shares

Rhea-AI Filing Summary

U.S. GoldMining Inc.’s Chief Financial Officer Tyler Michael Wong exercised Restricted Stock Units into common stock. He acquired 250 shares of common stock through a derivative exercise at a stated price of $0.00 per share, bringing his direct holdings to 1,500 common shares and 500 Restricted Stock Units.

Insider Trade Summary

250 shares exercised/converted

Mixed 2 txns

Insider Wong Tyler Michael

Role Chief Financial Officer

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, 2026 (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: 250 shares Common shares held after: 1,500 shares RSUs transacted: 250 units +2 more

5 metrics

Common shares acquired 250 shares Derivative exercise on 2026-06-16

Common shares held after 1,500 shares Direct holdings following transaction

RSUs transacted 250 units Restricted Stock Units converted into common stock

RSUs held after 500 units Restricted Stock Units remaining after exercise

Original RSU grant 1,000 units Grant on 2025-12-16 with four equal vesting installments

Key Terms

Restricted Stock Units, derivative security, vesting

3 terms

Restricted Stock Units financial

"On December 16, 2025, the reporting person was granted 1,000 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.

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, 2026."

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^*

Wong Tyler Michael

(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 Financial 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		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, 2026 (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/ Tyler Wong	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 did USGO CFO Tyler Michael Wong report in this Form 4?

Tyler Michael Wong reported exercising Restricted Stock Units into common stock. He acquired 250 common shares via derivative exercise, increasing his direct holdings to 1,500 common shares and retaining 500 Restricted Stock Units as part of his equity compensation position.

How many U.S. GoldMining (USGO) shares did the CFO acquire?

The CFO acquired 250 shares of U.S. GoldMining common stock. These shares came from exercising 250 Restricted Stock Units at a stated price of $0.00 per share, reflecting equity compensation rather than an open-market stock purchase on an exchange.

What are Tyler Michael Wong’s holdings after this USGO transaction?

After the transaction, Tyler Michael Wong holds 1,500 shares of U.S. GoldMining common stock directly. He also holds 500 Restricted Stock Units, which represent rights to receive common shares in future, subject to the vesting schedule described in prior award terms.

How do the Restricted Stock Units work for U.S. GoldMining’s CFO?

Each Restricted Stock Unit represents the right to receive one USGO common share at settlement. A prior grant of 1,000 RSUs vests in four equal 25% installments tied to months after the stated Grant Date, providing staged equity compensation over time.

Is this USGO Form 4 transaction an open-market stock purchase?

No, this transaction reflects a derivative exercise of Restricted Stock Units, not an open-market purchase. The 250 common shares were issued at a stated price of $0.00 per share under the company’s equity compensation arrangements, rather than bought on the open market.