USA Rare Earth: Humpton proposes $1.22M share sale

The sale includes an amount necessary to cover a tax obligation resulting from settlement of a vested equity award distribution.

Rhea-AI Filing Summary

USA Rare Earth, Inc. (USAR) is the issuer in a Rule 144 notice for former officer and director Barbara Humpton’s proposed sale of 88,391 common shares. The notice lists an aggregate market value of $1,215,128.76 and an approximate sale date of October 2, 2026, through Fidelity Brokerage Services LLC. The shares are listed as acquired through restricted stock vesting on October 1, 2026.

Key Figures

Shares proposed for sale: 88,391 common shares Aggregate market value: $1,215,128.76 Issuer shares outstanding: 244,720,099 shares +2 more

5 metrics

Shares proposed for sale 88,391 common shares Barbara Humpton’s proposed sale

Aggregate market value $1,215,128.76 Securities proposed for sale

Issuer shares outstanding 244,720,099 shares Issuer share count listed in the notice

Approximate sale date October 2, 2026 Proposed sale

Restricted stock vesting date October 1, 2026 Date listed for the shares’ vesting

Key Terms

Rule 144, Restricted Stock Vesting, vested equity award distribution

3 terms

Rule 144 regulatory

"paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Vesting financial

"Restricted Stock Vesting"

Restricted stock vesting is the timetable and conditions under which shares granted to employees or insiders become fully owned and can be sold, typically requiring continued work or meeting performance goals. It matters to investors because large blocks of shares can become tradable at once, which can change share supply and price, and because vesting aligns insiders’ incentives with the company’s long‑term performance—think of it like a timed unlock that both rewards and locks in key people.

vested equity award distribution financial

"settlement of a vested equity award distribution"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many USAR shares does Barbara Humpton plan to sell?

Barbara Humpton’s proposed sale covers 88,391 common shares, with an aggregate market value of $1,215,128.76 and an approximate sale date of October 2, 2026.

Why does Barbara Humpton’s USAR share sale include a tax-related amount?

The sale includes an amount necessary to cover a tax obligation resulting from settlement of a vested equity award distribution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:11 PM Accepted by SEC EDGAR 10/02/2026 - 04:11 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001790041
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	USA Rare Earth, Inc.
SEC File Number	001-41711
Address of Issuer	100 W AIRPORT ROAD STILLWATER OKLAHOMA 74075
Phone	813-867-6155
Name of Person for Whose Account the Securities are To Be Sold	Humpton Barbara
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Former Officer and Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	88391	1215128.76	244720099	10/02/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/01/2026	Restricted Stock Vesting	Issuer			88391	10/01/2026	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Sale includes an amount necessary to cover a tax obligation resulting from the settlement of a vested equity award distribution.
Date of Notice	10/02/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Gary Redman, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Barbara Humpton
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)