USA Rare Earth EVP Chaitan Kansal holds stock awards

The awards vest over two or three anniversaries of the April 1, 2026 grant date, with continued service required at each vesting date.

Available on EDGAR 11/06/2026 - 04:23 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

USA Rare Earth, Inc. reports that Chaitan Kansal, EVP, Head of Midstream, directly holds two restricted stock unit awards covering 27,028 and 20,271 underlying common shares. Each unit represents the right to receive one common share at settlement. The awards vest in two and three equal tranches, respectively, on anniversaries of the April 1, 2026 grant date, subject to continued service through each vesting date.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Kansal Chaitan

Role EVP, Head of Midstream

Type	Security	Shares	Price	Value
Holding	Restricted Stock Units F1, F2	--	--	--
Holding	Restricted Stock Units F3, F2	--	--	--

Holdings: Restricted Stock Units — 47,299 contracts (Direct)

Footnotes (3)

1. F1. The restricted stock unit ("RSU") vests in two equal tranches on each of the first and second anniversaries from the grant date of April 1, 2026, subject to the reporting person's continued service through each vesting date.
2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
3. F3. The restricted stock unit ("RSU") vests in three equal tranches on each of the first, second, and third anniversaries from the grant date of April 1, 2026, subject to the reporting person's continued service through each vesting date.

Key Figures

Underlying common shares for two-tranche RSU: 27,028 shares Underlying common shares for three-tranche RSU: 20,271 shares Vesting tranches for first RSU: 2 equal tranches +2 more

5 metrics

Underlying common shares for two-tranche RSU 27,028 shares Each restricted stock unit represents the right to receive one common share at settlement.

Underlying common shares for three-tranche RSU 20,271 shares Each restricted stock unit represents the right to receive one common share at settlement.

Vesting tranches for first RSU 2 equal tranches On the first and second anniversaries of the April 1, 2026 grant date.

Vesting tranches for second RSU 3 equal tranches On the first, second, and third anniversaries of the April 1, 2026 grant date.

Common shares per restricted stock unit 1 common share Right to receive at settlement.

Key Terms

restricted stock unit, tranches, at settlement

3 terms

restricted stock unit financial

"The restricted stock unit ("RSU") vests in two equal tranches"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tranches financial

"vests in two equal tranches"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

at settlement financial

"right to receive, at settlement, one (1) share"

FAQ

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

What is the vesting schedule for Chaitan Kansal's USAR restricted stock units?

The 27,028-unit award vests in two equal tranches on the first and second anniversaries of its April 1, 2026 grant date; the 20,271-unit award vests in three equal tranches on the first, second, and third anniversaries. Both schedules require continued service through each vesting date.

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

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kansal Chaitan

(Last) (First) (Middle)

100 W. AIRPORT BLVD.

(Street)

STILLWATER OKLAHOMA 74075

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2026

3. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Head of Midstream

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock, par value $0.0001 per share	27,028(2)	$0	D
Restricted Stock Units	(3)	(3)	Common Stock, par value $0.0001 per share	20,271(2)	$0	D

Explanation of Responses:

1. The restricted stock unit ("RSU") vests in two equal tranches on each of the first and second anniversaries from the grant date of April 1, 2026, subject to the reporting person's continued service through each vesting date.

2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

3. The restricted stock unit ("RSU") vests in three equal tranches on each of the first, second, and third anniversaries from the grant date of April 1, 2026, subject to the reporting person's continued service through each vesting date.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Chaitan Kansal	11/06/2026
	** 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 5 (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 3: SEC 1473 (03-26)