DyTb, LLC (TMRC) director exits over 7.1M shares in USA Rare Earth merger
Rhea-AI Filing Summary
Anthony G. Marchese, a director of DyTb, LLC (formerly Texas Mineral Resources Corp.), reported issuer dispositions of common stock in connection with the closing of a merger with USA Rare Earth, Inc. On August 7, 2026 he disposed of 5,171,492 shares held directly and 2,024,040 shares held indirectly through Insiders Trend Fund, LP. Under the merger terms, each former Texas Mineral Resources common share converted into the right to receive 0.043279843 shares of USA Rare Earth common stock plus cash in lieu of fractional shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 7,195,532 shares
Net Sell
2 txns
Insider
Marchese Anthony G.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 5,171,492 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 2,024,040 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Insiders Trend Fund, LP.)
Footnotes (3)
- 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.
- 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.
- F3. The reporting person serves as general partner and chief investment officer of Insiders Trend Fund, LP.
Key Figures
Direct shares disposed: 5,171,492 shares
Indirect shares disposed: 2,024,040 shares
Shares following each disposition: 0 shares
+3 more
6 metrics
Direct shares disposed
5,171,492 shares
Common Stock disposed to issuer on August 7, 2026, held directly by Anthony G. Marchese
Indirect shares disposed
2,024,040 shares
Common Stock disposed to issuer on August 7, 2026, held by Insiders Trend Fund, LP
Shares following each disposition
0 shares
Total shares of this security reported following each transaction
Stock-for-stock exchange ratio
0.043279843 shares
USA Rare Earth common stock received per share of Texas Mineral Resources common stock
Merger agreement date
March 4, 2025
Date of Agreement and Plan of Merger involving Texas Mineral Resources and USA Rare Earth
Merger closing date
August 7, 2026
Date the First Merger closed and dispositions occurred
Key Terms
Agreement and Plan of Merger, First Merger, Second Merger, cash payable in lieu of fractional shares, +2 more
6 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
"on August 7, 2026, First Merger Sub merged with and into the Issuer, with the Issuer surviving the merger"
Second Merger regulatory
"thereafter, the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger"
issuer disposition financial
"transaction_action: issuer disposition, transaction_code_description: Disposition to issuer"
indirect ownership financial
"nature_of_ownership: By Insiders Trend Fund, LP., indicating indirect ownership"
FAQ
What insider transactions did Anthony G. Marchese report for TMRC on this Form 4?
Anthony G. Marchese reported two issuer dispositions of DyTb (formerly TMRC) common stock on August 7, 2026: 5,171,492 shares held directly and 2,024,040 shares held indirectly, both tied to the closing of a merger with USA Rare Earth, Inc.
Were Marchese’s TMRC dispositions made under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describe the dispositions as occurring under the Agreement and Plan of Merger, rather than pursuant to a pre-arranged Rule 10b5-1 trading plan.
What corporate steps created DyTb, LLC in relation to TMRC?
Under the Merger Agreement, a first merger combined USA Rare Earth’s merger subsidiary with Texas Mineral Resources, which survived as a subsidiary. Promptly thereafter, Texas Mineral Resources merged into a second merger subsidiary, which survived and was renamed DyTb, LLC.
AI-generated analysis. How Rhea-AI works. Not financial advice.
