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

Rhea-AI Filing Summary

Alastair Charles Still, a director of U.S. GoldMining Inc. (USGO), reported the settlement of Restricted Stock Units resulting in ownership of additional common shares. The filing shows a transaction dated 09/22/2025 in which 750 shares were acquired upon settlement of Restricted Stock Units. Following the reported transaction, the reporting person beneficially owns 109,850 shares. The RSUs originated from a grant on 12/20/2024 for 3,000 Restricted Stock Units that vest in four equal installments (25% at 3, 6, 9 and 12 months after the grant date). The Form 4 is signed by the reporting person on 09/23/2025.

Positive

• Settlement of 750 RSUs increased the reporting person's direct beneficial ownership.
• Total beneficial ownership reported at 109,850 shares, showing continued equity stake by a director.
• Grant details and vesting schedule (3,000 RSUs granted 12/20/2024; four equal installments) are disclosed.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 750 shares from vested RSUs, modestly increasing insider ownership to 109,850 shares.

The Form 4 documents a routine insider acquisition through the settlement of Restricted Stock Units granted on 12/20/2024. The 750 shares represent one vesting tranche from a 3,000-RSU award that vests in four equal installments. This transaction is an internal compensation settlement rather than an open-market purchase or sale, and on its face it does not indicate change in strategic ownership or immediate liquidity events. For investors, the filing confirms continuing director alignment with equity compensation plans and shows total reported beneficial ownership of 109,850 shares.

Corporate Governance Expert

TL;DR: Routine RSU vesting reported by a director; consistent with standard executive compensation schedules.

The disclosure is a standard Section 16 filing reporting settlement of RSUs. Key governance points: the grant date (12/20/2024), total grant size (3,000 RSUs), and the explicit vesting schedule (four equal installments) are documented in the filing. The transaction increases direct beneficial ownership by 750 shares and is signed by the reporting person. There are no indications in the filing of accelerated vesting, related-party transfers, or departures that would raise governance concerns.

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

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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^*

Still Alastair Charles

(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		750	A	(1)	109,850	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			750	(2)	(2)	Common Stock	750	$0	750	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 3,000 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/Alastair Still	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 did Alastair Still report on Form 4 for U.S. GoldMining Inc. (USGO)?

The Form 4 reports the acquisition of 750 shares through settlement of Restricted Stock Units and shows 109,850 shares beneficially owned following the transaction.

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

The RSUs were granted on 12/20/2024 totaling 3,000 Restricted Stock Units, vesting in four equal installments at 3, 6, 9 and 12 months from the grant date.

What type of transaction is reported on the Form 4?

The filing reports settlement of Restricted Stock Units resulting in the acquisition of common stock; the reported transaction date is 09/22/2025.

How and when was the Form 4 signed?

The Form 4 is signed by the reporting person (/s/Alastair Still) with a signature date of 09/23/2025.

Does the filing show any sales or dispositions by the reporting person?

No. The filing only discloses an acquisition of shares through RSU settlement and does not report any dispositions.