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

Rhea-AI Filing Summary

Tyler Michael Wong, Chief Financial Officer of U.S. GoldMining Inc. (USGO), reported the conversion and settlement of restricted stock units into common shares. The filing shows a transaction coded "M" on 09/22/2025 that added 250 common shares following the deemed conversion of restricted stock units. Table disclosures show 250 Restricted Stock Units tied to that conversion and indicate the reporting person beneficially owns 750 common shares following the reported transaction(s). The form also explains the original grant of 1,000 Restricted Stock Units on 12/20/2024, which vest in four equal installments of 25% at 3, 6, 9 and 12 months from the grant date.

Positive

• 250 Restricted Stock Units were converted into 250 common shares, as reported on 09/22/2025
• Original grant of 1,000 RSUs is disclosed with a clear four-installment vesting schedule, enhancing transparency
• Reporting person is identified and signed the Form 4, indicating compliance with Section 16 reporting

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider equity vesting converted 250 RSUs into 250 common shares; immaterial to company valuation absent other transactions.

The Form 4 documents a standard corporate equity compensation settlement: 250 Restricted Stock Units were converted/settled, resulting in 250 common shares recorded on 09/22/2025 under transaction code "M." The filing reconfirms a prior grant of 1,000 RSUs dated 12/20/2024 with a four-quarter vesting schedule. From an investor metrics perspective, this is a non-cash equity compensation event affecting outstanding share composition at a micro level but not indicating any sale or change in control. No proceeds were received per the reported $0 price on the derivative table.

Corporate Governance Expert

TL;DR: Disclosure reflects routine insider compensation vesting and timely SEC reporting by the CFO.

The report names Tyler Michael Wong as the reporting person and identifies him as an officer (Chief Financial Officer). It details the settlement of 250 RSUs and the underlying mechanics of the 1,000-RSU grant with scheduled quarterly vesting. The Form 4 appears complete for the disclosed transactions and includes the required signature and dates, supporting transparency in insider holdings and compliance with Section 16 reporting obligations.

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^*

Wong Tyler Michael

(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 Financial 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		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/ Tyler Wong	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 transaction did Tyler Michael Wong report on Form 4 for U.S. GoldMining Inc. (USGO)?

The Form 4 reports a transaction coded "M" converting/settling Restricted Stock Units into common shares, resulting in 250 common shares on 09/22/2025.

How many Restricted Stock Units were originally granted to the reporting person?

The filing states the reporting person was granted 1,000 Restricted Stock Units on 12/20/2024.

What is the vesting schedule for the 1,000 RSUs granted on 12/20/2024?

The RSUs vest in four equal installments: 25% vest 3 months from the grant date, 25% at 6 months, 25% at 9 months, and 25% at 12 months from the grant date.

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

The Form 4 shows 750 common shares beneficially owned following the reported transaction(s).

What role does Tyler Michael Wong hold at U.S. GoldMining Inc. according to the filing?

The filing lists Tyler Michael Wong as an officer with the title Chief Financial Officer.