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

Rhea-AI Filing Summary

Insider transaction summary: This Form 4 shows that Garnet Dawson (listed as "Dawson Garnet Linn" at the provided Vancouver address) filed as a director of U.S. GoldMining Inc. (ticker USGOW). The earliest transaction date reported is 09/20/2025. The filing records acquisition activity: 250 restricted stock units were reported in Table II (grant/exercise details show 250 underlying shares with $0 price) and a separate non-derivative entry shows 250 common shares acquired on 09/22/2025 (transaction code M). Following the reported transactions, the reporting person beneficially owns 20,750 shares. The filing also discloses a prior grant of 1,000 restricted stock units on 12/20/2024 that vest in four equal installments over 12 months from the grant date.

Positive

• Disclosure of director equity activity is timely and includes vesting details for the December 20, 2024 grant
• Beneficial ownership after transactions is explicitly reported as 20,750 shares, providing transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquired a small number of shares/RSUs; ownership change appears routine and not materially dilutive.

The reported activity shows the director received 250 restricted stock units (Table II) and recorded acquisition of 250 common shares (Table I) under transaction codes indicating planned grant/issuance. Beneficial ownership after the transactions is 20,750 shares, which for most publicly traded issuers is a small position and unlikely to materially affect company capital structure or valuation. The December 20, 2024 grant of 1,000 RSUs with quarterly vesting is disclosed and explains the RSU movement. There is no disclosure of exercised options, cash consideration, or unusual disposition patterns.

Corporate Governance Expert

TL;DR: Transaction aligns with typical equity compensation vesting; disclosure appears complete and timely.

The form identifies the reporting person as a director and indicates the use of a reporting code consistent with grants/issuances. The filing includes an explanatory note describing the 1,000 RSU grant and vesting schedule, which provides context for the 250-RSU vesting reported. Signature and filing date are present. From a governance perspective, this is a routine insider disclosure of compensation-related equity vesting and subsequent beneficial ownership; no governance concerns or unusual insider trading patterns are evident from the disclosed items alone.

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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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^*

Dawson Garnet Linn

(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)	20,750	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/ Garnet Dawson	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 Garnet Dawson report on Form 4 for USGOW?

The filing reports acquisition of 250 restricted stock units (Table II) and 250 common shares acquired on 09/22/2025, with 20,750 shares beneficially owned after the transactions.

When was the grant that produced these RSU vestings?

The RSUs stem from a grant on 12/20/2024 of 1,000 Restricted Stock Units that vest in four equal installments at 3, 6, 9 and 12 months from the grant date.

What is the reporting person’s relationship to U.S. GoldMining (USGOW)?

The form indicates the reporting person is a Director of U.S. GoldMining Inc.

How many shares does the reporting person own after the reported transactions?

The filing states the reporting person beneficially owns 20,750 shares following the reported transactions.

Does the Form 4 show any cash paid for the RSUs or shares?

The Form 4 shows a $0 price for the restricted stock units underlying 250 shares; no cash consideration for these RSUs is indicated in the filing.