Rare Earths Americas (REA) awards director 100,000 performance-based RSUs with price hurdles

Rhea-AI Filing Summary

Shribman Daniel reported acquisition or exercise transactions in this Form 4 filing.

Rare Earths Americas, Inc. director Daniel Shribman received a grant of 100,000 Performance Based Restricted Stock Units (PSUs), each representing a contingent right to one share of common stock. The PSUs vest in four 25% tranches if the stock’s 20-day VWAP during a three-year period starting August 12, 2026 reaches price hurdles of $22.50, $25.00, $27.50, and $30.00, respectively, subject to continuous service and an additional 18-month holding period after vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shribman Daniel

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Performance Based Restricted Stock Units F1	100,000	$0.00	$0.00

Holdings After Transaction: Performance Based Restricted Stock Units — 100,000 shares (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: 100,000 units VWAP Hurdle 1: $22.50 VWAP Hurdle 2: $25.00 +5 more

8 metrics

PSUs Granted 100,000 units Performance Based Restricted Stock Units granted to Daniel Shribman

VWAP Hurdle 1 $22.50 25% of PSUs vest if 20-day VWAP during Performance Period equals or exceeds this level

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

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

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

Performance Period Length Three years Period commencing August 12, 2026 for measuring VWAP hurdles

Post-vesting Holding Period 18 months Required holding period after PSUs vest

Shares Following Transaction 100,000.0000 units Total PSUs held by reporting person after this award

Key Terms

Performance Based Restricted Stock Units, volume weighted average price, VWAP, Performance Period, +1 more

5 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.

VWAP financial

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

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.

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.

holding period financial

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

FAQ

What did Rare Earths Americas (REA) director Daniel Shribman receive in this Form 4 filing?

Daniel Shribman received 100,000 Performance Based Restricted Stock Units, each representing a contingent right to one share of Rare Earths Americas, Inc. common stock, as reported in the Form 4 filing for ticker REA.

What are the stock price hurdles for Daniel Shribman’s PSUs at Rare Earths Americas (REA)?

The PSUs vest in 25% tranches if the 20-day VWAP during the performance period reaches $22.50, $25.00, $27.50, and $30.00, respectively, aligning vesting with higher sustained share price levels.

When is the performance period for the Rare Earths Americas (REA) PSUs granted to Daniel Shribman?

The PSUs have a three-year Performance Period commencing on August 12, 2026. During this time, vesting depends on achieving specified 20-day VWAP price hurdles while the reporting person maintains continuous service.

How many Rare Earths Americas (REA) shares could Daniel Shribman ultimately receive from these PSUs?

If all conditions are met, the 100,000 PSUs represent the right to receive up to 100,000 shares of Rare Earths Americas, Inc. common stock, since each PSU corresponds to one share upon vesting and settlement.

Is there a holding requirement after Daniel Shribman’s Rare Earths Americas (REA) PSUs vest?

Yes. Following vesting, the reporting person is subject to an 18-month holding period on the shares delivered from the PSUs, extending the time before shares can be freely transferred or sold.

What service condition applies to Daniel Shribman’s PSUs at Rare Earths Americas (REA)?

Vesting of each PSU tranche is subject to continuous service with Rare Earths Americas, Inc. through the applicable vesting date, in addition to the stock price performance hurdles and post-vesting holding period.

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 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
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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^*

Shribman Daniel

(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
	Officer (give title below)		Other (specify below)

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		100,000		(1)	(1)	Common Stock	100,000	$0	100,000	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 Daniel Shribman	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.
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* Form 4: SEC 1474 (03-26)