USAR files Form 144 for 100,000 shares

Rhea-AI Filing Summary

USA Rare Earth, Inc. filed a Form 144 disclosing a proposed resale of 100,000 shares of Common Stock by Fidelity Brokerage Services LLC on NASDAQ, with an aggregate amount listed as $2,805,053.35 and a reported outstanding share count of 217,976,175 as of 05/06/2026. The filing lists securities acquired as payment for services of 29,500 shares on 09/17/2025 and a stock award of 70,500 shares on 04/30/2026. It also reports a sale of 29,511 shares on 04/22/2026 for $735,248.91.

Insights

Securities Compliance Analyst

Form 144 documents proposed resale activity and recent sales by affiliated holders.

The filing lists a proposed resale of 100,000 shares by a brokerage and records recent transfers and awards dated 09/17/2025, 04/30/2026, and a sale on 04/22/2026. This is a notice of intent to sell under Rule 144 procedures.

Practical dependencies include timing relative to any holding period and compliance with Rule 144 transfer restrictions; subsequent transaction filings will show whether the resale is completed.

Market Structure Specialist

Reported quantities are small relative to the outstanding share base disclosed.

The filing shows 100,000 shares proposed and a baseline outstanding of 217,976,175 shares as of 05/06/2026, which contextualizes potential market impact. The excerpt also records a prior sale of 29,511 shares for $735,248.91.

Execution method, block vs. open-market, is not specified in the excerpt; trading mechanics and timing will determine short-term price effect.

Key Figures

Proposed resale: 100,000 shares Aggregate amount listed: $2,805,053.35 Shares outstanding: 217,976,175 shares +3 more

6 metrics

Proposed resale 100,000 shares broker-dealer entry for Fidelity Brokerage Services LLC

Aggregate amount listed $2,805,053.35 associated with the 100,000-share entry

Shares outstanding 217,976,175 shares as of 05/06/2026

Payment-for-services issuance 29,500 shares acquired 09/17/2025

Stock award 70,500 shares awarded 04/30/2026

Recent sale 29,511 shares sold 04/22/2026 for $735,248.91

Key Terms

Form 144, payment for services rendered, Stock Award, Securities Sold During The Past 3 Months

4 terms

Form 144 regulatory

"Filer Information | 144: Filer Information"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

payment for services rendered financial

"09/17/2025 | payment for services rendered"

Stock Award financial

"04/30/2026 | Stock Award | Bayshore MGR LLC"

Securities Sold During The Past 3 Months regulatory

"144: Securities Sold During The Past 3 Months"

FAQ

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

What does the USAR Form 144 disclose about proposed sales?

The filing discloses a proposed resale of 100,000 shares by Fidelity Brokerage Services LLC, listing an aggregate amount of $2,805,053.35 and NASDAQ as the market. It documents the intended quantity and aggregate value.

Does the Form 144 show recent transactions for USA Rare Earth (USAR)?

Yes. It reports a sale of 29,511 shares on 04/22/2026 for $735,248.91, reflecting recent disposal activity by an affiliated holder named in the excerpt.

What share awards or issuances are listed in the USAR filing?

The filing lists 29,500 shares received as payment for services on 09/17/2025 and a stock award of 70,500 shares dated 04/30/2026, identifying the acquisition dates and labels.

How many shares outstanding does the Form 144 show for USAR?

The excerpt lists 217,976,175 shares outstanding as of 05/06/2026, providing a baseline to compare the proposed resale and recent transactions.

Who is the named broker-dealer for the proposed sale in the USAR filing?

The filing names Fidelity Brokerage Services LLC (address: 245 Summer Street, Boston, MA) as the broker-dealer associated with the 100,000 share resale entry.

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

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Accepted by SEC EDGAR 05/06/2026 - 04:04 PM EDT 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	0001598176
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	Bayshore Capital Advisors, LLC
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	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 245 Summer Street Boston MA 02110	100000	2805053.35	217976175	05/06/2026	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 Stock	09/17/2025	payment for services rendered	Bayshore Rare Earths II LLC			29500	09/17/2025	N/A
Common Stock	04/30/2026	Stock Award	Bayshore MGR LLC			70500	04/30/2026	n/a

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Bayshore Capital Advisors, LLC C/O USA Rare Earth Inc 100 W AIRPORT ROAD Stillwater OK 74075	Common Stock	04/22/2026	29511	735248.91

144: Remarks and Signature

Remarks
Date of Notice	05/06/2026
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/ Audrey Skillern as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Bayshore Capital Advisors, LLC
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)