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

Rhea-AI Filing Summary

Timothy R. Smith, Chief Executive Officer and Director of U.S. GoldMining Inc. (ticker shown as USGO on the form), received 625 shares on vesting of restricted stock units on 09/20/2025. Each restricted stock unit converts to one share at settlement, and 625 shares were reported as acquired, bringing his total beneficial ownership to 55,375 shares after the transaction.

The filing explains these shares are one quarterly installment from a 2,500 RSU grant made on December 20, 2024, which vests in four equal installments over 12 months. The report was signed by Mr. Smith on 09/23/2025. No other transactions, derivatives, or cash consideration are stated in the filing.

Positive

• CEO received 625 shares via scheduled RSU vesting, demonstrating compensation alignment with shareholders
• Total beneficial ownership of the CEO is 55,375 shares following the reported vesting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting increases CEO ownership modestly; not a material change in control.

The filing documents a scheduled vesting of 625 restricted stock units that convert one-for-one to common shares, part of a 2,500-RSU grant with quarterly vesting. This is standard executive compensation and retention practice rather than an opportunistic open-market purchase. The disclosure is timely and complete for Section 16 reporting. Governance implication: it confirms alignment of CEO compensation with share ownership but does not indicate any unusual insider trading activity.

Securities Analyst

TL;DR: Small, expected insider share increase; unlikely to materially affect capitalization or market dynamics.

The CEO's beneficial holdings increased by 625 shares to 55,375 following RSU vesting. The transaction involved no cash payment and stems from a December 20, 2024 grant that vests in four equal installments. From an investor-impact perspective, the change is minor in absolute terms and appears to be routine compensation vesting rather than a signal of new information about the company's prospects.

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

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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^*

Smith Timothy Robert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		625	A	(1)	55,375	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			625	(2)	(2)	Common Stock	625	$0	625	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 2,500 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/ Tim Smith	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.
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FAQ

What did U.S. GoldMining Inc. insider Tim Smith report on Form 4?

The filing reports that Timothy R. Smith, CEO and Director, acquired 625 shares on 09/20/2025 upon vesting of restricted stock units.

How many restricted stock units were originally granted to Tim Smith?

The filing states he was granted 2,500 Restricted Stock Units on December 20, 2024, vesting in four equal installments.

What is Tim Smith's total beneficial ownership after the transaction?

After the reported transaction, the filing shows 55,375 shares beneficially owned by Mr. Smith.

Was any cash paid for the vested RSUs according to the filing?

No cash payment is reported; the RSUs vest to common shares and the filing shows a $0 price for the underlying shares.

When was the Form 4 signed and filed by the reporting person?

The signature on the filing is dated 09/23/2025.