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

Rhea-AI Filing Summary

Insider transaction report: Lisa Wade, a director of U.S. GoldMining Inc. (symbol USGOW), reported acquisition and vesting activity tied to restricted stock units. The filing shows 250 Restricted Stock Units converted/settled into 250 shares of common stock with a zero price, and a reported acquisition of 250 shares on September 22, 2025, bringing her total directly held common stock to 750 shares following the transaction. The RSU grant referenced was originally 1,000 units granted December 20, 2024, vesting in four equal quarterly installments.

Positive

• Timely disclosure of director's RSU vesting and share acquisition under Section 16
• RSU conversion at zero price into common stock confirms compensation alignment with shareholders
• Clear vesting schedule provided: 1,000 RSUs granted Dec 20, 2024 vesting in four equal installments

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting and small share acquisition; immaterial to company valuation but confirms insider ownership alignment.

The Form 4 discloses a scheduled vesting of 250 Restricted Stock Units and a reported acquisition of 250 common shares, resulting in 750 shares owned directly by the reporting director. The underlying RSU grant of 1,000 units (Dec 20, 2024) vests in four equal installments; this filing documents the expected vesting schedule rather than an opportunistic buy or sell. Given the modest share counts, the transaction is unlikely to move markets or materially affect capitalization.

Corporate Governance Expert

TL;DR: Disclosure reflects standard compensation vesting and timely reporting under Section 16 obligations.

The filing indicates compliance with Section 16 reporting: the reporting person, a director, disclosed vesting of RSUs and resulting share ownership. The RSUs convert 1:1 to common shares at settlement with no exercise price, consistent with typical equity compensation. The filing is informational and aligns insider incentives with shareholders but does not reflect any unusual governance event.

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^*

Wade Lisa Jean

(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/ Lisa Wade	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 Lisa Wade report on Form 4 for U.S. GoldMining (USGOW)?

She reported the vesting/conversion of 250 Restricted Stock Units into 250 common shares and an acquisition of 250 shares, resulting in 750 shares beneficially owned after the transaction.

When did the reported transactions occur?

The RSU-related entry lists a transaction date of 09/20/2025 and a reported share acquisition on 09/22/2025 with the Form 4 signed on 09/23/2025.

What was the original RSU grant and vesting schedule?

On December 20, 2024 the reporting person was granted 1,000 Restricted Stock Units vesting in four equal installments: 25% at 3, 6, 9, and 12 months from the grant date.

Was there any cash paid to convert the RSUs to shares?

No. The derivative table shows the price per underlying share as $0, indicating conversion/settlement without cash exercise.

Does this Form 4 indicate any sales or dispositions by the director?

No. The filing reports acquisitions/vesting (code M) and resulting ownership; there are no reported disposals.