Sherlock Ross Lawrence 4

What Happened

• Sherlock Ross Lawrence, a director of U.S. GoldMining Inc. (USGO), reported the settlement/conversion of 250 restricted stock units into 250 common shares on March 16, 2026 (transaction code M — exercise/conversion of a derivative). The filing also shows a simultaneous disposition of 250 shares at $0.00.
• The report ties to a December 16, 2025 RSU grant of 1,000 units that vest in four equal installments; the 250 shares represent the 25% tranche that vested three months after the grant date. No cash proceeds were reported for the disposition.

Key Details

• Transaction date: 2026-03-16; Form 4 filed: 2026-03-18 (timely filed within the usual two-business-day window).
• Acquired: 250 shares via exercise/conversion of RSUs; Disposed: 250 shares at $0.00 (reported as a derivative disposition).
• Shares owned after the transaction: not specified in the supplied filing details.
• Footnotes: F1 — each RSU converts to one share at settlement; F2 — 1,000 RSUs granted on Dec 16, 2025, vesting 25% at 3, 6, 9, and 12 months.
• The simultaneous $0.00 disposition is consistent with employer share withholding to cover taxes upon RSU settlement (common practice), though the filing itself does not label the disposition as a tax withholding transaction.

Context

• This was not an open-market purchase or a cash sale; it reflects RSU vesting and conversion into shares. When RSUs vest, companies often withhold some shares to satisfy payroll/tax obligations — filings will sometimes show matched acquisition and $0 disposals for that reason.
• Such routine RSU settlements are common and do not, by themselves, indicate a change in insider confidence or broader trading intent.