U.S. GoldMining (NASDAQ: USGO) boosts CEO and CFO salaries for 2026

Rhea-AI Filing Summary

U.S. GoldMining Inc. reported that its compensation committee approved increases to the base annual salaries of its two senior executives. Effective January 1, 2026, Chief Executive Officer Tim Smith received a raise in base salary from C$145,000 to C$160,000, and Chief Financial Officer Tyler Wong received an increase from C$72,500 to C$80,000. The company stated that all other terms of their existing employment agreements remain unchanged, indicating this update is limited to base pay adjustments rather than a broader change in compensation structure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): January 21, 2026

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 January 21, 2026, the compensation committee (the “Committee”) of the board of directors of U.S. GoldMining Inc. (the “Company”) approved certain increases to the base annual salaries of Tim Smith as Chief Executive Officer of the Company and Tyler Wong as Chief Financial Officer of the Company. Effective January 1, 2026, Tim Smith’s base annual salary increased from C$145,000 to C$160,000 and Tyler Wong’s base annual salary increased from C$72,500 to C$80,000. The employment terms pursuant to Tim Smith’s and Tyler Wong’s respective employment agreements otherwise remain unchanged.

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: January 22, 2026	U.S. GOLDMINING Inc.
	By:	/s/ Tim Smith
	Name:	Tim Smith
	Title:	Chief Executive Officer

FAQ

What executive compensation changes did USGO report in this 8-K filing?

The company reported base salary increases for its CEO and CFO effective January 1, 2026, while all other employment terms remain unchanged.

How much did U.S. GoldMining (USGO) increase the CEO's salary?

Tim Smith, the CEO, had his base annual salary raised from C$145,000 to C$160,000 effective January 1, 2026.

What is the new base salary for the CFO of U.S. GoldMining (USGO)?

Tyler Wong, the CFO, now has a base annual salary of C$80,000, up from C$72,500, effective January 1, 2026.

Did U.S. GoldMining change any other terms of the executives’ employment agreements?

The company stated that the employment terms in the CEO’s and CFO’s existing agreements remain the same apart from the base salary increases.

Which U.S. GoldMining securities are listed on Nasdaq?

The company lists its Common Stock under the symbol USGO and its warrants, each exercisable for one share at an exercise price of $13.00, under the symbol USGOW.

When did U.S. GoldMining’s board committee approve these salary increases?

The compensation committee approved the salary increases on January 21, 2026, with effectiveness as of January 1, 2026.