Rare Earths Americas (REA) ties 200,000 CEO PSUs to VWAP price hurdles

Q: What equity award did REA grant to CEO Donald Swartz?

Rare Earths Americas, Inc. granted CEO Donald S. Swartz 200,000 performance-based stock units (PSUs) . Each PSU represents a contingent right to receive one share of Common Stock if specified VWAP price hurdles are achieved during the defined performance period.

Q: How much of Donald Swartz’s REA PSU award vests at each price hurdle?

Each of the four VWAP price hurdles controls vesting of 25% of the 200,000 PSUs . As each hurdle is achieved, a 25% tranche vests, assuming Donald Swartz maintains continuous service with Rare Earths Americas, Inc. through the applicable date.

Q: What does each PSU granted to REA CEO Donald Swartz represent?

Each performance-based stock unit (PSU) represents a contingent right to receive one share of Common Stock . Delivery of shares occurs only if the VWAP price conditions are met during the performance period and continuous service conditions are satisfied.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Swartz Donald S reported acquisition or exercise transactions in this Form 4 filing.

Rare Earths Americas, Inc. granted its CEO and President, Donald S. Swartz, 200,000 performance-based stock units (PSUs) tied to the company’s Common Stock. The PSUs vest in four 25% tranches only if specific VWAP price hurdles between $22.50 and $30.00 are met during a three-year period commencing August 12, 2026, subject to continuous service. Vested shares are then subject to an additional 18‑month holding period.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Swartz Donald S

Role CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Performance Based Restricted Stock Unitts ^F1	200,000	$0.00	$0.00

Holdings After Transaction: Performance Based Restricted Stock Unitts — 200,000 shares (Direct)

Footnotes (1)

F1. Each performance-based 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

Performance-based stock units granted: 200,000 PSUs First VWAP vesting hurdle: $22.50 Second VWAP vesting hurdle: $25.00 +4 more

7 metrics

Performance-based stock units granted 200,000 PSUs Grant to CEO and President Donald S. Swartz on August 12, 2026

First VWAP vesting hurdle $22.50 25% of PSUs vest if VWAP meets or exceeds this level for 20 consecutive trading days

Second VWAP vesting hurdle $25.00 Additional 25% of PSUs vest upon meeting this VWAP condition

Third VWAP vesting hurdle $27.50 Another 25% of PSUs vest upon meeting this VWAP condition

Fourth VWAP vesting hurdle $30.00 Final 25% of PSUs vest upon meeting this VWAP condition

Performance period length 3 years Three-year period commencing August 12, 2026 for VWAP tests

Post-vesting holding period 18 months Shares received on vesting are subject to an 18-month holding requirement

Key Terms

performance-based stock unit, volume weighted average price, holding period

3 terms

performance-based stock unit financial

"Each performance-based stock unit ("PSU") represents a contingent right to receive one share"

volume weighted average price financial

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

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.

holding period financial

"Following vesting, the Reporting Person shall be subject to an 18-month holding period"

FAQ

What equity award did REA grant to CEO Donald Swartz?

Rare Earths Americas, Inc. granted CEO Donald S. Swartz 200,000 performance-based stock units (PSUs). Each PSU represents a contingent right to receive one share of Common Stock if specified VWAP price hurdles are achieved during the defined performance period.

What are the VWAP price targets for Donald Swartz’s REA PSUs?

The PSUs vest in four 25% tranches based on VWAP hurdles of $22.50, $25.00, $27.50, and $30.00. Each hurdle must be met during a period of 20 consecutive trading days within the three-year performance period.

When does the performance period start for REA CEO Donald Swartz’s PSU award?

The performance period for Donald Swartz’s PSU award begins on August 12, 2026 and lasts for three years. VWAP price hurdles must be achieved during this timeframe to trigger vesting of each 25% tranche.

How much of Donald Swartz’s REA PSU award vests at each price hurdle?

Each of the four VWAP price hurdles controls vesting of 25% of the 200,000 PSUs. As each hurdle is achieved, a 25% tranche vests, assuming Donald Swartz maintains continuous service with Rare Earths Americas, Inc. through the applicable date.

Is there a holding requirement after REA CEO Donald Swartz’s PSUs vest?

Yes. Following vesting of any PSUs, Donald Swartz is subject to an 18‑month holding period on the resulting shares. This means he must hold the acquired Common Stock for 18 months after each vesting event.

What does each PSU granted to REA CEO Donald Swartz represent?

Each performance-based stock unit (PSU) represents a contingent right to receive one share of Common Stock. Delivery of shares occurs only if the VWAP price conditions are met during the performance period and continuous service conditions are satisfied.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/13/2026 - 05:30 PM Accepted by SEC EDGAR 08/13/2026 - 05:30 PM

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^*

Swartz Donald S

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Unitts	⁽¹⁾	08/12/2026		A		200,000		⁽¹⁾	⁽¹⁾	Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. Each performance-based 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 Donald Swartz	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)

Source: View Original Filing on SEC EDGAR