Texas Mineral Resources (TMRC) CFO disposes 448,454 shares in DyTb, LLC merger

Rhea-AI Filing Summary

Texas Mineral Resources Corp. CFO William C. Mathers reported a disposition of 448,454 shares of common stock on August 7, 2026 in a transaction coded as a disposition to the issuer, leaving him with 0 shares of this security. According to the merger agreement among Texas Mineral Resources Corp., USA Rare Earth, Inc. and merger subsidiaries, the issuer was merged and ultimately survived as DyTb, LLC. Each share of Texas Mineral Resources Corp. common stock outstanding immediately before the first merger 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: 448,454 shares

Net Sell 1 txn

Insider Mathers William C

Role CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	448,454	--	--

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: 448,454 shares Post-transaction holdings: 0 shares Share conversion ratio: 0.043279843 shares

3 metrics

Shares disposed 448,454 shares Common stock disposed to issuer on August 7, 2026

Post-transaction holdings 0 shares Common stock held after disposition by William C. Mathers

Share conversion ratio 0.043279843 shares USA Rare Earth, Inc. common stock per Texas Mineral Resources common share in merger

Key Terms

Agreement and Plan of Merger, disposition to issuer, cash payable in lieu of fractional shares, wholly owned subsidiary

4 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.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

cash payable in lieu of fractional shares financial

"shares of common stock of Parent and cash payable in lieu of fractional shares"

wholly owned subsidiary financial

"Second Merger Sub surviving the second 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 did TMRC CFO William C. Mathers report on this Form 4?

CFO William C. Mathers reported disposing of 448,454 shares of Texas Mineral Resources Corp. common stock on August 7, 2026, in a transaction coded as a disposition to the issuer, resulting in reported holdings of 0 shares of this security.

How is the TMRC merger with USA Rare Earth, Inc. described?

The filing describes an Agreement and Plan of Merger under which USA Rare Earth, Inc. became parent, with a first merger into Texas Mineral Resources Corp. and a second merger into a subsidiary, resulting in the surviving entity being named DyTb, LLC as a wholly owned subsidiary of Parent.

What consideration did TMRC common stockholders receive in the merger?

Each share of Texas Mineral Resources Corp. common stock, other than certain excluded shares, converted into the right to receive 0.043279843 shares of USA Rare Earth, Inc. common stock, plus cash in lieu of fractional shares, pursuant to the merger agreement terms.

Did William C. Mathers retain any TMRC shares after this transaction?

Following the reported disposition of 448,454 shares, the Form 4 lists 0 shares of Texas Mineral Resources Corp. common stock held by William C. Mathers in this security, reflecting the impact of the merger-related share conversion and disposition.

Was the TMRC CFO’s Form 4 transaction under a Rule 10b5-1 plan?

The Form 4’s Rule 10b5-1 checkbox is marked as false, and the footnotes do not state that the merger-related disposition occurred under a pre-arranged trading plan; it is described in connection with the merger agreement mechanics.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 02:11 PM Accepted by SEC EDGAR 08/14/2026 - 02:11 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^*

Mathers William C

(Last) (First) (Middle)

1124 24TH STREET

(Street)

GALVESTON TEXAS 77550

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

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)		448,454	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/ William C Mathers	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)