Rare Earths Americas grants 20,000 performance units

Kerr Cheryl Breeze reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kerr Cheryl Breeze reported acquisition or exercise transactions in this Form 4 filing.

Rare Earths Americas, Inc. granted 20,000 Performance Based Restricted Stock Units (PSUs) to officer Cheryl Breeze Kerr, CAO and Treasurer. Each PSU represents a contingent right to receive one share of common stock, vesting in four 25% tranches based on future stock price performance over a three-year period starting August 12, 2026, with an additional 18-month holding period after vesting.

Insider Trade Summary

Grant/Award: 20,000 shares

Grant/Award 1 txn

Insider Kerr Cheryl Breeze

Role CAO and Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Performance Based Restricted Stock Units F1	20,000	$0.00	$0.00

Holdings After Transaction: Performance Based Restricted Stock Units — 20,000 contracts (Direct)

Footnotes (1)

1. F1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Common Stock. The PSUs will vest 25% if the volume weighted average price ("VWAP") during any period of 20 consecutive trading days during a three year period commencing August 12, 2026 (the "Performance Period") equals or exceeds $22.50, 25% if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $25.00, 25% if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $27.50 and 25% of the PSUs will vest if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $30.00, subject to continuous service with Rare Earths Americas, Inc. through each such date. Following vesting, the Reporting Person shall be subject to an 18-month holding period.

Key Figures

PSUs granted: 20,000 VWAP vesting hurdle 1: $22.50 VWAP vesting hurdle 2: $25.00 +4 more

7 metrics

PSUs granted 20,000 Performance Based Restricted Stock Units granted to CAO and Treasurer

VWAP vesting hurdle 1 $22.50 25% of PSUs vest if VWAP meets or exceeds this level

VWAP vesting hurdle 2 $25.00 Additional 25% of PSUs vest if VWAP meets or exceeds this level

VWAP vesting hurdle 3 $27.50 Additional 25% of PSUs vest if VWAP meets or exceeds this level

VWAP vesting hurdle 4 $30.00 Final 25% of PSUs vest if VWAP meets or exceeds this level

Performance Period length 3 years Performance Period commencing August 12, 2026

Post-vesting holding period 18 months Holding requirement after PSUs vest

Key Terms

Performance Based Restricted Stock Units, volume weighted average price, Performance Period

3 terms

Performance Based Restricted Stock Units financial

"Each performance-based restricted stock unit ("PSU") represents a contingent right"

Performance-based restricted stock units are a form of employee pay where shares are promised but only delivered if the company meets specific performance targets over time. Like a trophy awarded to a team after hitting certain goals, they align employee incentives with business results and can affect future share counts and earnings—so investors watch them for signals about management’s motivation, potential dilution, and the likelihood of meeting growth or profit targets.

volume weighted average price financial

"if the volume weighted average price ("VWAP") during any period of 20"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Performance Period financial

"during a three year period commencing August 12, 2026 (the "Performance Period")"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Rare Earths Americas (REA) report for Cheryl Breeze Kerr?

Rare Earths Americas reported that Cheryl Breeze Kerr, its CAO and Treasurer, received a grant of 20,000 performance-based restricted stock units, each representing a contingent right to one share of common stock, subject to future vesting conditions.

How many PSUs did the Rare Earths Americas (REA) executive receive in this Form 4?

The executive received 20,000 Performance Based Restricted Stock Units. Each PSU can convert into one share of Common Stock if specified stock price performance targets are achieved and service conditions are met.

What stock price targets apply to the PSUs granted by Rare Earths Americas (REA)?

The PSUs vest in four 25% tranches if the VWAP over 20 consecutive trading days during the performance period equals or exceeds $22.50, $25.00, $27.50, and $30.00, respectively, subject to continuous service.

When is the performance period for the Rare Earths Americas (REA) PSU award?

The PSUs have a three-year Performance Period commencing August 12, 2026. Vesting requires achieving the VWAP stock price hurdles during any 20 consecutive trading days within this period, plus continued service through those dates.

Is there a holding requirement after the PSUs vest at Rare Earths Americas (REA)?

Yes. Following vesting, the reporting person is subject to an 18-month holding period on the resulting shares. This means vested shares from the PSUs must be held and not disposed of for 18 months after vesting.

What is the ownership status after the PSU grant for the Rare Earths Americas (REA) executive?

After this transaction, the reporting person holds 20,000 Performance Based Restricted Stock Units directly. These units represent potential future common shares, contingent on meeting the performance and service-based vesting conditions described.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/13/2026 - 05:30 PM EDT Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Kerr Cheryl Breeze

(Last) (First) (Middle)

101 W. MAIN STREET

(Street)

MANCHESTER GEORGIA 31816

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Rare Earths Americas, Inc. [ REA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO and Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Performance Based Restricted Stock Units	(1)	08/12/2026		A		20,000		(1)	(1)	Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Common Stock. The PSUs will vest 25% if the volume weighted average price ("VWAP") during any period of 20 consecutive trading days during a three year period commencing August 12, 2026 (the "Performance Period") equals or exceeds $22.50, 25% if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $25.00, 25% if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $27.50 and 25% of the PSUs will vest if the VWAP during any period of 20 consecutive trading days during the Performance Period equals or exceeds $30.00, subject to continuous service with Rare Earths Americas, Inc. through each such date. Following vesting, the Reporting Person shall be subject to an 18-month holding period.

	/s/ Jennifer Grafton as attorney-in-fact for Cheryl Breeze Kerr	08/13/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)