STOCK TITAN

Rare Earths Americas COO exercises 30,000 RSUs

Rare Earths Americas, Inc. (REA) reports that reporting person Jennifer S. Grafton, COO, GC and Secretary, had 30,000 Restricted Stock Units vest and be exercised into 30,000 shares of Common Stock on August 22, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rare Earths Americas, Inc. (REA) reports that reporting person Jennifer S. Grafton, COO, GC and Secretary, had 30,000 Restricted Stock Units vest and be exercised into 30,000 shares of Common Stock on August 22, 2026. These RSUs were subject to a one-year service condition and a Liquidity Event satisfied by the company’s initial public offering, which closed on May 7, 2026. Following the conversion, her directly held Common Stock position is 131,058 shares, and the reported RSU award has been fully converted; settlement of the vested shares is delayed until expiration of IPO-related lock-up agreements.

Positive

  • None.

Negative

  • None.
Insider Grafton Jennifer S
Role COO, GC and Secretary
Type Security Shares Price Value
Exercise Restricted Stock Unit F2 30,000 -- --
Exercise Common Stock F1, F2 30,000 $0.00 $0.00
Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 131,058 shares (Direct)
Footnotes (2)
  1. 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.
  2. 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.
Restricted Stock Units exercised 30,000 units RSUs converted into Common Stock on August 22, 2026
Underlying Common Stock received 30,000 shares Shares issued upon RSU vesting and exercise on August 22, 2026
Post-transaction Common Stock holdings 131,058 shares Direct holdings of Jennifer S. Grafton after the Form 4 transactions
IPO closing date May 7, 2026 Company’s initial public offering closing, satisfying the Liquidity Event condition
RSU-to-share ratio 1 RSU : 1 share Each Restricted Stock Unit represented one share of REA common stock
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.
Underwriting Agreement financial
"lock-up agreements entered into in connection with the Underwriting Agreement for the Issuer's initial public offering"
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’s COO Jennifer S. Grafton report on this Form 4?

Jennifer S. Grafton reported the vesting and exercise of 30,000 Restricted Stock Units into 30,000 shares of Rare Earths Americas, Inc. Common Stock on August 22, 2026, via a derivative exercise transaction coded "M." No market purchase or sale was reported.

How many REA shares does Jennifer S. Grafton hold after this transaction?

After the reported transactions, Jennifer S. Grafton directly holds 131,058 shares of Rare Earths Americas, Inc. Common Stock, as stated in the filing’s post-transaction holdings field for the Common Stock entry.

What were the terms of the 30,000 REA Restricted Stock Units that vested?

Each Restricted Stock Unit represented a contingent right to receive one share of REA common stock, subject to a one-year service condition from grant and the occurrence of a Liquidity Event. The Liquidity Event condition was met by REA’s initial public offering closing on May 7, 2026.

When did the REA RSUs vest and when will the shares settle to the insider?

The RSUs vested on August 22, 2026 when the one-year service condition was satisfied. However, the shares underlying the vested RSUs will not settle to the reporting person until the expiration of the IPO lock-up period under related lock-up agreements.

Was a Rule 10b5-1 trading plan involved in this REA Form 4 transaction?

No. The filing’s Rule 10b5-1 checkbox is unchecked (aff_10b5_one is false), and the footnotes do not state that the transactions were made pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

Did Jennifer S. Grafton sell any REA shares in the market in this filing?

No. The Form 4 shows a code "M" exercise/conversion of 30,000 Restricted Stock Units into Common Stock at a reported price of $0.00 per share, with no separate sale transaction code "S" or other sale entry reported.

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

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SEC Form 4
FORM 4UNITED 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*
Grafton Jennifer 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
COO, GC and Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/22/2026(1)M30,000A$0.00(2)131,058D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)08/22/2026M30,000 (2) (2)Common Stock30,000(2)0D
Explanation of Responses:
1. 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.
2. 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.
/s/ Jennifer Grafton08/24/2026
** Signature of Reporting PersonDate
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)