[Form 4] U.S. GoldMining Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ross Sherlock, a director of U.S. GoldMining Inc. (symbol: USGOW), reported the vesting and settlement of Restricted Stock Units that resulted in an acquisition of common stock. On 09/22/2025 the reporting person received 250 shares of common stock upon settlement of Restricted Stock Units, increasing his beneficial ownership to 750 shares. The Form 4 discloses that the RSUs were originally granted on December 20, 2024 as a grant of 1,000 units that vest in four equal quarterly installments (25% at 3, 6, 9 and 12 months from the grant date). The transaction was reported on 09/23/2025 and the reporting person filed as an individual reporting person who is a director.

Positive

• 250 shares acquired via RSU settlement on 09/22/2025
• Post-transaction beneficial ownership reported as 750 shares
• Original RSU grant documented (1,000 RSUs granted on December 20, 2024) with vesting schedule disclosed
• Reporting person identified as a director and form filed individually with signature

Negative

• None.

Insights

Securities Analyst

TL;DR: Director Ross Sherlock received 250 shares from RSU settlement, raising beneficial ownership to 750 shares.

The Form 4 documents a non-derivative acquisition: 250 shares of common stock were acquired on 09/22/2025 via settlement of Restricted Stock Units (RSUs). The underlying grant was 1,000 RSUs awarded on December 20, 2024, with a four-installment quarterly vesting schedule; one installment vested and settled as of the reported transaction. The report shows the filing was made by one reporting person who is identified as a director. For investors and compliance observers, this is a routine insider vesting and settlement event rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Disclosure shows scheduled RSU vesting and timely Form 4 filing by a director.

The filing clearly ties the 250-share acquisition to previously granted RSUs from December 20, 2024, which vest in four equal installments. The Form 4 indicates the transaction code and the post-transaction beneficial ownership of 750 shares. The signature and filing date (09/23/2025) are provided, satisfying standard disclosure requirements for Section 16 reporting. No additional compensatory or extraordinary arrangements are described in this filing.

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
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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)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/22/2025		M		250	A	(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)	09/20/2025		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 20, 2024, 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 20, 2024 (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	09/23/2025
	** 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.

FAQ

What transaction did Ross Sherlock report for USGOW?

The Form 4 reports the settlement of Restricted Stock Units resulting in the acquisition of 250 shares of common stock on 09/22/2025.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 750 shares of common stock.

When were the underlying RSUs originally granted and what is the vesting schedule?

The RSUs were granted on December 20, 2024. The grant was for 1,000 RSUs vesting in four equal installments of 25% at 3, 6, 9, and 12 months from the grant date.

What type of Form 4 filing was submitted and who filed it?

This is a Form 4 filed by one reporting person (Ross Sherlock), who is identified as a director. The form is signed and dated 09/23/2025.

Was the acquired stock from an open-market purchase or from company awards?

The acquired shares were the result of settlement of Restricted Stock Units (company award), not an open-market purchase.