DyTb, LLC (TMRC) director exits 244,796 TMRC shares in USA Rare Earth merger

Rhea-AI Filing Summary

DyTb, LLC director Deepak Malhotra reported a disposition of 244,796 shares of Common Stock on August 7, 2026 in a transaction coded as a disposition to the issuer. This occurred in connection with a merger in which Texas Mineral Resources Corp. became a wholly owned subsidiary of USA Rare Earth, Inc. and was then merged into DyTb, LLC. Following the transaction, Malhotra reported 0 shares of the issuer’s Common Stock held directly. Under the Merger Agreement, each Texas Mineral Resources Corp. common share converted into the right to receive 0.043279843 shares of USA Rare Earth, Inc. common stock plus cash in lieu of fractional shares.

Insider Trade Summary

Net Seller: 244,796 shares

Net Sell 1 txn

Insider Malhotra Deepak

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	244,796	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC.
2. F2. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares.

Key Figures

Shares disposed: 244,796 shares Shares held after transaction: 0 shares Share exchange ratio: 0.043279843 shares +1 more

4 metrics

Shares disposed 244,796 shares Common Stock disposed of on August 7, 2026, coded as disposition to issuer

Shares held after transaction 0 shares Total Common Stock holdings reported following the merger-related disposition

Share exchange ratio 0.043279843 shares USA Rare Earth, Inc. common stock received per TMRC share under the Merger Agreement

Transaction date August 7, 2026 Effective date of the reported disposition to issuer in connection with the merger

Key Terms

Agreement and Plan of Merger, First Merger, Second Merger Sub, cash payable in lieu of fractional shares

4 terms

Agreement and Plan of Merger regulatory

"The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

First Merger regulatory

"First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary"

Second Merger Sub regulatory

"the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger"

cash payable in lieu of fractional shares financial

"converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares"

FAQ

What transaction did Deepak Malhotra report in TMRC stock?

Deepak Malhotra reported a disposition of 244,796 shares of Texas Mineral Resources Corp. Common Stock on August 7, 2026, coded as a disposition to the issuer in connection with the completion of a merger involving USA Rare Earth, Inc.

How many TMRC shares did Deepak Malhotra hold after this Form 4?

After the reported transaction, Deepak Malhotra held 0 shares of the issuer’s Common Stock. The filing shows total shares following the transaction as 0.0000, reflecting the impact of the merger-related disposition to the issuer.

Why were Deepak Malhotra’s TMRC shares disposed of on August 7, 2026?

The shares were disposed of pursuant to an Agreement and Plan of Merger among Texas Mineral Resources Corp., USA Rare Earth, Inc., and merger subsidiaries, under which Texas Mineral Resources Corp. became a wholly owned subsidiary and was then merged into DyTb, LLC.

What did each TMRC share convert into under the Merger Agreement?

Each share of Texas Mineral Resources Corp. common stock converted into the right to receive 0.043279843 shares of USA Rare Earth, Inc. common stock, plus cash payable in lieu of fractional shares, for shares outstanding immediately prior to the effective time of the first merger.

How is USA Rare Earth, Inc. involved in this TMRC insider transaction?

USA Rare Earth, Inc. is the Parent under the Merger Agreement. Its subsidiary first merged with Texas Mineral Resources Corp., and subsequently Texas Mineral Resources Corp. merged into another Parent subsidiary, which survived as DyTb, LLC, the current issuer in this Form 4.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 12:23 PM Accepted by SEC EDGAR 08/14/2026 - 12:23 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
Estimated average burden
hours per response:			0.5

X

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^*

Malhotra Deepak

(Last) (First) (Middle)

15450 W. ASBURY AVE

(Street)

LAKEWOOD COLORADO 80028

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DyTb, LLC [ TMRC ]

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)
08/07/2026

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
Common Stock	08/07/2026		D(1)		244,796	D	(1)(2)	0	D

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

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated March 4, 2025 (the "Merger Agreement"), by and among Texas Mineral Resources Corp. (the "Issuer"), USA Rare Earth, Inc. ("Parent"), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("First Merger Sub") and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Second Merger Sub"). Pursuant to the Merger Agreement, on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger") and promptly thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of Parent named DyTb, LLC.

2. Pursuant to the terms of the Merger Agreement, each share of the Issuer's common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the First Merger converted into the right to receive 0.043279843 shares of common stock of Parent and cash payable in lieu of fractional shares.

	/s/ Deepak Malhotra	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)