DyTb, LLC (TMRC) director reports full share disposition in USA Rare Earth merger
Rhea-AI Filing Summary
DyTb, LLC (formerly Texas Mineral Resources Corp.) director Cecil C. Wall reported the disposition of all reported common shares in connection with a merger. On August 7, 2026, two transactions were recorded: 47,112 directly held shares and 1,696,668 indirectly held shares were disposed of to the issuer, leaving 0 shares reported following each transaction.
These dispositions occurred under an Agreement and Plan of Merger among Texas Mineral Resources Corp., USA Rare Earth, Inc., and two merger subsidiaries. At the effective time of the first merger, each share of Texas Mineral Resources common stock (other than certain excluded shares) converted into the right to receive 0.043279843 shares of USA Rare Earth common stock plus cash payable in lieu of fractional shares. Reported indirect holdings were in various trusts or entities controlled by Wall.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,743,780 shares
Net Sell
2 txns
Insider
WALL CECIL C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 47,112 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 1,696,668 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, See footnote)
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. Reported shares were owned in the name of various trusts or entities controlled by the reporting person.
Key Figures
Direct shares disposed: 47,112 shares
Indirect shares disposed: 1,696,668 shares
Holdings after transactions: 0 shares
+1 more
4 metrics
Direct shares disposed
47,112 shares
Common Stock disposed to issuer on August 7, 2026
Indirect shares disposed
1,696,668 shares
Common Stock indirectly held and disposed to issuer on August 7, 2026
Holdings after transactions
0 shares
Total shares reported following each disposition transaction
Stock-for-stock exchange ratio
0.043279843 shares
USA Rare Earth common shares per Texas Mineral Resources share
Key Terms
Agreement and Plan of Merger, First Merger, cash payable in lieu of fractional shares, wholly owned subsidiary
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
"with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "First Merger")"
wholly owned subsidiary financial
"with 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 did TMRC director Cecil C. Wall report in this Form 4?
Cecil C. Wall reported dispositions of all reported Texas Mineral Resources common shares on August 7, 2026, in connection with a merger, resulting in 0 shares reported as held after each transaction.
Why are Cecil C. Wall’s indirect TMRC holdings noted as ‘See footnote’?
The indirect holdings are explained by a footnote stating reported shares were owned in the name of various trusts or entities controlled by Cecil C. Wall, clarifying the nature of beneficial ownership.
What corporate changes affected TMRC (now DyTb, LLC) in this transaction?
First, a merger made Texas Mineral Resources a wholly owned subsidiary of USA Rare Earth. It then merged into a second merger subsidiary, which survived as DyTb, LLC, a wholly owned subsidiary of USA Rare Earth.
AI-generated analysis. How Rhea-AI works. Not financial advice.
