DyTb, LLC (TMRC) director disposes 176,585 TMRC shares in USA Rare Earth merger
Rhea-AI Filing Summary
Donald Edward Hulse, a director of Texas Mineral Resources Corp. (TMRC), reported a disposition of 176,585 shares of common stock on August 7, 2026. The shares were returned to the issuer in connection with a merger in which TMRC became a wholly owned subsidiary of USA Rare Earth, Inc.
Under the Agreement and Plan of Merger, each TMRC common share (other than certain excluded shares) converted into the right to receive 0.043279843 shares of USA Rare Earth common stock plus cash in lieu of fractional shares. Following this transaction, Hulse reported holding 0 TMRC shares.
Positive
- None.
Negative
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Insider Trade Summary
Net Seller: 176,585 shares
Net Sell
1 txn
Insider
Hulse Donald Edward
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 176,585 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- 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.
Key Figures
Shares disposed: 176,585 shares
Post-transaction TMRC holdings: 0 shares
Share conversion ratio: 0.043279843 shares
+2 more
5 metrics
Shares disposed
176,585 shares
Common stock returned to issuer on August 7, 2026 as part of merger
Post-transaction TMRC holdings
0 shares
Common stock reported following the merger-related disposition
Share conversion ratio
0.043279843 shares
USA Rare Earth, Inc. common stock per TMRC common share under Merger Agreement
Merger agreement date
March 4, 2025
Date of Agreement and Plan of Merger governing the transaction
Merger completion date
August 7, 2026
Effective date of First Merger in which TMRC became a wholly owned subsidiary
Key Terms
Agreement and Plan of Merger, First Merger, Second Merger Sub, cash payable in lieu of fractional shares, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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"
Second Merger Sub regulatory
"the Issuer merged with and into Second Merger Sub, with Second Merger Sub surviving"
wholly owned subsidiary financial
"the Issuer surviving the merger as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What transaction did TMRC director Donald Edward Hulse report on this Form 4?
Donald Edward Hulse reported a disposition of 176,585 shares of Texas Mineral Resources Corp. common stock on August 7, 2026. The shares were returned to the issuer as part of a merger with USA Rare Earth, Inc.
What are Donald Edward Hulse’s TMRC holdings after the reported transaction for TMRC?
After the reported disposition, Donald Edward Hulse’s reported holdings of TMRC common stock are 0 shares. This reflects the treatment of his shares in connection with the merger with USA Rare Earth, Inc.
How was DyTb, LLC formed in relation to the TMRC merger noted in the Form 4?
Following the first merger, TMRC merged with and into Second Merger Sub, LLC. Second Merger Sub survived and was renamed DyTb, LLC, becoming a wholly owned subsidiary of USA Rare Earth, Inc.
Was the TMRC Form 4 transaction by Donald Edward Hulse under a Rule 10b5-1 plan?
No. The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes attribute the disposition to the merger mechanics, not to a trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
