Rare Earths Americas grants 40,000 PSUs to executive

Grafton Jennifer S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Grafton Jennifer S reported acquisition or exercise transactions in this Form 4 filing.

Rare Earths Americas, Inc. granted 40,000 performance-based restricted stock units (PSUs) to executive Jennifer S. Grafton, COO, GC and Secretary. Each PSU represents a contingent right to receive one share of common stock. Vesting is tied to VWAP hurdles over a three-year period starting August 12, 2026, with four 25% tranches at VWAP levels of $22.50, $25.00, $27.50 and $30.00, subject to continued service. Following any vesting, the shares are subject to an 18-month holding period, and Grafton directly holds 40,000 PSUs after this award.

Insider Trade Summary

Grant/Award: 40,000 shares

Grant/Award 1 txn

Insider Grafton Jennifer S

Role COO, GC and Secretary

Type	Security	Shares	Price	Value
Grant/Award	Performance Based Restricted Stock Units F1	40,000	$0.00	$0.00

Holdings After Transaction: Performance Based Restricted Stock Units — 40,000 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: 40,000 units VWAP hurdle 1: $22.50 VWAP hurdle 2: $25.00 +4 more

7 metrics

PSUs granted 40,000 units Performance-based restricted stock units awarded to Jennifer S. Grafton on 2026-08-12

VWAP hurdle 1 $22.50 25% of PSUs vest if 20-day VWAP meets or exceeds this level

VWAP hurdle 2 $25.00 Additional 25% of PSUs vest if 20-day VWAP meets or exceeds this level

VWAP hurdle 3 $27.50 Additional 25% of PSUs vest if 20-day VWAP meets or exceeds this level

VWAP hurdle 4 $30.00 Final 25% of PSUs vest if 20-day VWAP meets or exceeds this level

Performance period length 3 years VWAP hurdles measured over a three-year period starting August 12, 2026

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

Key Terms

Performance Based Restricted Stock Units, volume weighted average price, VWAP, holding period

4 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"

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.

VWAP financial

"25% if the VWAP during any period of 20 consecutive trading days"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

holding period financial

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

FAQ

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

What equity award did Rare Earths Americas (REA) grant to Jennifer S. Grafton?

Rare Earths Americas granted 40,000 performance-based restricted stock units (PSUs) to Jennifer S. Grafton. Each PSU is a contingent right to one common share, subject to performance and service conditions.

What are the VWAP performance hurdles for Jennifer S. Grafton’s REA PSU grant?

The PSUs vest in four 25% tranches if VWAP over 20 consecutive trading days meets $22.50, $25.00, $27.50 and $30.00 during the performance period, assuming continued service.

When does the performance period start for REA’s PSU award to Jennifer S. Grafton?

The performance period for the PSU award begins on August 12, 2026 and runs for three years. VWAP hurdles must be met during this window for the respective PSU tranches to vest.

What holding requirements apply to vested PSUs for Jennifer S. Grafton at REA?

After vesting, the reporting person is subject to an 18-month holding period on the resulting shares. This extends the time before vested shares can be freely sold or transferred.

How many PSUs does Jennifer S. Grafton hold in Rare Earths Americas after this transaction?

Following this grant, Jennifer S. Grafton directly holds 40,000 performance-based restricted stock units. Each PSU corresponds to a potential share of common stock, contingent on performance and service conditions.

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO, GC and Secretary

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		40,000		(1)	(1)	Common Stock	40,000	$0	40,000	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	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)