USA Rare Earth executive reports 12,739-share holding

The four RSU awards represent rights to common shares, with vesting tied to continued service through specified dates.

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. (USAR) reports that SVP, Head of Downstream David Michael Bushi held 12,739 directly owned common shares as of October 29, 2026, plus four restricted stock unit (RSU) awards representing 6,824, 21,232, 14,793 and 33,598 underlying shares. Each RSU represents one common share at settlement. Vesting is scheduled for May 20, 2027; May 20, 2027 and 2028; December 1, 2026, 2027 and 2028; and March 1, 2027, 2028 and 2029, respectively, subject to continued service through the applicable vesting dates.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Bushi David Michael

Role SVP, Head of Downstream

Type	Security	Shares	Price	Value
Holding	Restricted Stock Units F1, F2	--	--	--
Holding	Restricted Stock Units F3, F2	--	--	--
Holding	Restricted Stock Units F4, F2	--	--	--
Holding	Restricted Stock Units F5, F2	--	--	--
Holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings: Restricted Stock Units — 76,447 contracts (Direct); Common Stock, par value $0.0001 per share — 12,739 shares (Direct)

Footnotes (5)

1. F1. The restricted stock unit ("RSU") vests on May 20, 2027, subject to the reporting person's continued service through the 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 two equal tranches on May 20, 2027 and 2028, subject to the reporting person's continued service through each vesting date.
4. F4. The restricted stock unit ("RSU") vests in three equal tranches on December 1, 2026, 2027 and 2028, subject to the reporting person's continued service through each vesting date.
5. F5. The restricted stock unit ("RSU") vests in three equal tranches on March 1, 2027, 2028 and 2029, subject to the reporting person's continued service through each vesting date.

Key Figures

Directly held common shares: 12,739 shares Underlying common shares for RSU award: 6,824 shares Underlying common shares for RSU award: 21,232 shares +2 more

5 metrics

Directly held common shares 12,739 shares As of October 29, 2026

Underlying common shares for RSU award 6,824 shares One directly held RSU award

Underlying common shares for RSU award 21,232 shares One directly held RSU award

Underlying common shares for RSU award 14,793 shares One directly held RSU award

Underlying common shares for RSU award 33,598 shares One directly held RSU award

Key Terms

restricted stock unit, settlement, equal tranches

3 terms

restricted stock unit financial

"The restricted stock unit ("RSU") vests"

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.

settlement financial

"at settlement, one (1) share"

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

equal tranches financial

"vests in two equal tranches"

FAQ

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

How many shares and RSUs did USAR executive David Michael Bushi report?

SVP, Head of Downstream David Michael Bushi reported 12,739 directly owned common shares as of October 29, 2026, and four RSU awards representing 6,824, 21,232, 14,793 and 33,598 underlying common shares.

When do David Michael Bushi's USAR RSUs vest?

The RSU awards vest on May 20, 2027; in two equal tranches on May 20, 2027 and 2028; in three equal tranches on December 1, 2026, 2027 and 2028; and in three equal tranches on March 1, 2027, 2028 and 2029, respectively. Each vesting is subject to continued service through the applicable 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^*

Bushi David Michael

(Last) (First) (Middle)

100 W. AIRPORT ROAD

(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)
	SVP, Head of Downstream

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)
Common Stock, par value $0.0001 per share	12,739	D

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	6,824(2)	$0	D
Restricted Stock Units	(3)	(3)	Common Stock, par value $0.0001 per share	21,232(2)	$0	D
Restricted Stock Units	(4)	(4)	Common Stock, par value $0.0001 per share	14,793(2)	$0	D
Restricted Stock Units	(5)	(5)	Common Stock, par value $0.0001 per share	33,598(2)	$0	D

Explanation of Responses:

1. The restricted stock unit ("RSU") vests on May 20, 2027, subject to the reporting person's continued service through the 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 two equal tranches on May 20, 2027 and 2028, subject to the reporting person's continued service through each vesting date.

4. The restricted stock unit ("RSU") vests in three equal tranches on December 1, 2026, 2027 and 2028, subject to the reporting person's continued service through each vesting date.

5. The restricted stock unit ("RSU") vests in three equal tranches on March 1, 2027, 2028 and 2029, subject to the reporting person's continued service through each vesting date.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for David Michael Bushi	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)