Smith Timothy Robert 4

What Happened
Timothy Robert Smith, CEO of U.S. GoldMining Inc. (USGO), had 625 Restricted Stock Units (RSUs) convert into 625 shares on March 16, 2026. The Form 4 shows an acquisition/ conversion of 625 shares (no dollar price reported) and a simultaneous disposition of 625 shares at $0.00 (derivative). The disposition at $0.00 is commonly how RSU settlements are reported when shares are withheld or net-settled (e.g., to cover taxes), but the filing itself reports only the conversion and the $0.00 disposition.

Key Details

• Transaction date: 2026-03-16; Form 4 filed 2026-03-18 (appears to be timely).
• Acquired: 625 shares via conversion of RSUs (price: N/A).
• Disposed: 625 shares reported at $0.00 (derivative).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 — each RSU converts to one common share; F2 — grant of 2,500 RSUs on Dec 16, 2025 vesting in four equal installments (25% vest at ~3, 6, 9, 12 months), so the 625 shares represent the first vesting tranche.
• No 10b5-1 plan, open-market sale, or explicit tax withholding language is stated in the filing.

Context
This was an RSU vesting/settlement event, not an open-market buy or sale of shares. Such conversions are routine compensation actions for executives; the reported $0.00 disposition line typically reflects net settlement or withholding rather than a market sale and therefore does not directly signal buying or selling sentiment.