Rare Earths Americas CEO gains 135K shares via RSUs
Rare Earths Americas, Inc. (REA) reported that CEO and President Donald S. Swartz vested and exercised 135,000 Restricted Stock Units into an equal number of shares of common stock on August 22, 2026.
Rhea-AI Filing Summary
Rare Earths Americas, Inc. (REA) reported that CEO and President Donald S. Swartz vested and exercised 135,000 Restricted Stock Units into an equal number of shares of common stock on August 22, 2026. Each unit represented a contingent right to one share of common stock, subject to a one-year service condition and a Liquidity Event.
The company’s initial public offering, which closed on May 7, 2026, satisfied the Liquidity Event condition, and the one-year service condition was satisfied on August 22, 2026, triggering vesting of all such units. Following this derivative exercise, Swartz holds 419,226 shares of REA common stock directly. Under lock-up agreements related to the IPO underwriting, the vested shares will not settle to him until the lock-up period expires.
Positive
- None.
Negative
- None.
Insider Trade Summary
135,000 shares exercised/converted
Exercise
2 txns
Insider
Swartz Donald S
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit F2 | 135,000 | -- | -- |
| Exercise | Common Stock F1, F2 | 135,000 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Common Stock — 419,226 shares (Direct)
Footnotes (2)
- F1. Pursuant to lock-up agreements entered into in connection with the Underwriting Agreement for the Issuer's initial public offering, the shares underlying the restricted stock units that vested on August 22, 2026 will not settle to the Reporting Person until the expiration of the lock-up period.
- F2. Each restricted stock unit represented a contingent right to receive one share of REA common stock, subject to both a one-year service condition from the date of grant and the occurrence of a Liquidity Event as defined in the Award Agreement. The Issuer's initial public offering, which closed on May 7, 2026, satisfied the Liquidity Event condition; the one-year service condition was satisfied on August 22, 2026, triggering vesting of all such units.
Key Figures
Restricted Stock Units Exercised: 135,000 units
Underlying Common Shares from RSUs: 135,000 shares
Shares Following Transaction: 419,226 shares
+5 more
8 metrics
Restricted Stock Units Exercised
135,000 units
RSUs converted into common stock on August 22, 2026
Underlying Common Shares from RSUs
135,000 shares
Each RSU represented one share of REA common stock
Shares Following Transaction
419,226 shares
Direct REA common stock holdings after the Form 4 transactions
RSU Transaction Price
$0.0000 per share
Non-derivative common stock line for the RSU conversion
Exercise Count
1 exercise
Derivative exercise/conversion events in the transaction summary
Exercise Shares (Summary)
135,000 shares
Total shares involved in derivative exercises per transaction summary
IPO Closing Date (Liquidity Event)
May 7, 2026
Date the IPO closed, satisfying the Liquidity Event condition
RSU Vesting Date
August 22, 2026
Date one-year service condition was satisfied and units vested
Key Terms
Restricted Stock Unit, Liquidity Event, lock-up agreements, initial public offering, +1 more
5 terms
Restricted Stock Unit financial
"Each restricted stock unit represented a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Liquidity Event financial
"subject to both a one-year service condition ... and the occurrence of a Liquidity Event"
A liquidity event is a transaction that converts ownership in a privately held or illiquid asset into cash or a marketable security, such as a sale, merger, public stock offering, or buyout. It matters to investors because it provides a clear way to realize returns or recover capital—think of it as turning a house into a cash sale—so the timing, price and structure of the event determine how much money stakeholders actually receive.
lock-up agreements financial
"Pursuant to lock-up agreements entered into in connection with the Underwriting Agreement"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
initial public offering financial
"the Issuer's initial public offering, which closed on May 7, 2026"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Underwriting Agreement financial
"lock-up agreements entered into in connection with the Underwriting Agreement"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
FAQ
What insider transaction did REA CEO Donald S. Swartz report on this Form 4 for REA?
Donald S. Swartz reported the vesting and exercise of 135,000 Restricted Stock Units into 135,000 shares of Rare Earths Americas, Inc. common stock on August 22, 2026, following satisfaction of both a one-year service condition and a Liquidity Event tied to the company’s IPO.
What conditions governed the Restricted Stock Units reported by REA on this Form 4?
Each Restricted Stock Unit represented a right to receive one share of REA common stock, contingent on a one-year service condition from grant and the occurrence of a Liquidity Event. The company’s IPO closing on May 7, 2026 met the Liquidity Event condition, and service vested on August 22, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
