UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2025

U.S. GoldMining Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-41690  

37-1792147

(Commission

File Number)

(IRS Employer

Identification No.)

1188 West Georgia Street, Suite 1830

Vancouver, BC, Canada, V6E 4A2

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (604) 338-9788

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	USGO	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $13.00	USGOW	The Nasdaq Stock Market LLC

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2025, the compensation committee (the “Committee”) of the board of directors of U.S. GoldMining Inc. (the “Company”) approved the grants of stock option awards to purchase up to (i) 17,000 shares of common stock, par value $0.001 per share (“Common Stock”) to Tim Smith as Chief Executive Officer of the Company and (ii) 7,500 shares of Common Stock to Tyler Wong as Chief Financial Officer of the Company. Such stock options have a term of five years from the Grant Date (as defined below), have an exercise price of $9.40 per share, and have vesting terms as follows: 25% shall vest on December 16, 2025 (the “Grant Date”), 25% shall vest 6 months from the Grant Date, 25% shall vest 12 months from the Grant Date, and 25% shall vest 18 months from Grant Date, provided that the optionee is employed by or is providing services to the Company or a subsidiary on the applicable vesting date. Such stock options are subject to the terms and conditions of the U.S. GoldMining Inc. 2023 Long-Term Incentive Plan (the “Plan”) and the Company’s form of Nonqualified Stock Option Agreement, each previously filed as exhibits to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 21, 2024, as further amended on Form 10-K/A.

On December 16, 2025, the Committee granted restricted stock unit awards (“RSUs”) covering up to (i) 2,500 shares of Common Stock to Tim Smith as Chief Executive Officer of the Company and (ii) 1,000 shares of Common Stock to Tyler Wong as Chief Financial Officer of the Company. Such RSUs have vesting terms as follows: 25% shall vest 3 months from 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, provided that the grantee is employed by or is providing services to the Company or a subsidiary on the applicable vesting date. Such RSUs are subject to the terms and conditions of the Plan and the Company’s form of Restricted Stock Unit Award Agreement, previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 26, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 17, 2025	U.S. GOLDMINING Inc.

	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

SEC Form 8-K filed by U.S. GoldMining Inc.