Trust acquires 939,618 USA Rare Earth shares via earnout

USA Rare Earth, Inc. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026. The acquisition reflects a grant/award and the exercise of an earnout right at $0.00 per share, rather than an open-market purchase.

The earnout right to common stock for 939,618 underlying shares was exercised after "Trigger Event I" was satisfied on April 15, 2026, following rights that became fixed upon closing of a business combination on March 13, 2025. After these transactions, Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly for the benefit associated with Mordechai Zev Gutnick, who disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

939,618 shares exercised/converted

Exercise 2 txns

Insider Gutnick Mordechai Zev

Role Director

Type	Security	Shares	Price	Value
Exercise	Earnout Right to Common Stock	939,618	$0.00	$0.00
Grant/Award	Common Stock, par value $0.0001 per share	939,618	$0.00	$0.00

Holdings After Transaction: Earnout Right to Common Stock — 939,618 contracts (Indirect, Critical Minerals Trust); Common Stock, par value $0.0001 per share — 14,610,644 shares (Indirect, Critical Minerals Trust)

Footnotes (3)

1. F1. Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.
2. F2. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.
3. F3. See Remarks

Key Figures

Common shares acquired: 939,618 shares Acquisition price: $0.00 per share Shares held after transaction: 14,610,644 shares +2 more

5 metrics

Common shares acquired 939,618 shares Grant and earnout exercise on April 15, 2026

Acquisition price $0.00 per share Grant/award and derivative exercise

Shares held after transaction 14,610,644 shares Indirectly held by Critical Minerals Trust after April 15, 2026

Earnout right exercised 939,618 underlying shares Earnout right to common stock converted on April 15, 2026

Derivative exercises in filing 1 exercise, 939,618 shares Transaction code M, derivative exercise/conversion

Key Terms

Earnout Right to Common Stock, Trigger Event I, business combination, Critical Minerals Trust, +1 more

5 terms

Earnout Right to Common Stock financial

"security_title: "Earnout Right to Common Stock""

Trigger Event I financial

"Trigger Event I was satisfied on April 15, 2026."

business combination financial

"became fixed and irrevocable upon the closing of the business combination on March 13, 2025."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Critical Minerals Trust financial

"The reported securities are held directly by the Critical Minerals Trust"

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."

FAQ

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

What insider transaction did USA Rare Earth (USAR) report on April 15, 2026?

USA Rare Earth reported that Critical Minerals Trust acquired 939,618 shares of common stock on April 15, 2026. The shares came from a grant/award and the exercise of an earnout right at zero cost, not from an open-market stock purchase.

Who is associated with the Critical Minerals Trust in the USAR Form 4/A?

The Critical Minerals Trust is associated with director Mordechai Zev Gutnick, who serves as trustee. He disclaims beneficial ownership of securities held by the trust except to the extent of his pecuniary interest, meaning his economic stake may be smaller than the trust’s total holdings.

How many USA Rare Earth (USAR) shares does the Critical Minerals Trust hold after this filing?

Following the reported transactions, the Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly. This total includes the 939,618 shares acquired through the earnout-related grant and derivative exercise disclosed in the April 15, 2026 Form 4/A filing.

What is the earnout right to common stock mentioned in the USAR Form 4/A?

The earnout right to common stock entitled the holder to receive up to 939,618 USA Rare Earth shares upon meeting certain conditions. Trigger Event I was satisfied on April 15, 2026, and rights became fixed upon the March 13, 2025 business combination closing, enabling this share issuance.

Did Mordechai Zev Gutnick buy or sell USA Rare Earth (USAR) shares on the open market?

The filing shows no open-market buys or sells by Gutnick. Instead, the trust associated with him received 939,618 shares via a grant/award and exercised an earnout right at zero price, which is compensation and transaction-driven rather than a market trade.

What does Trigger Event I mean in the USA Rare Earth (USAR) insider filing?

Trigger Event I is the condition that had to be satisfied for the earnout right to convert into USA Rare Earth shares. The filing notes Trigger Event I was satisfied on April 15, 2026, allowing the earnout right to produce 939,618 common shares for the trust.

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

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Accepted by SEC EDGAR 05/15/2026 - 08:13 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gutnick Mordechai Zev

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OKLAHOMA 74075

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/22/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	04/15/2026		A		939,618	A	(1)	14,610,644	I	Critical Minerals Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earnout Right to Common Stock	(3)	04/15/2026		M			939,618	(1)	03/13/2026	Common Stock, par value $0.0001 per share	939,618	(1)	939,618	I	Critical Minerals Trust(2)

Explanation of Responses:

1. Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.

2. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.

3. See Remarks

Remarks:

On April 15, 2026, the reporting person became entitled to receive 939,618 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 939,618 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited.

	/s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick	05/15/2026
	** 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 4 (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 4: SEC 1474 (03-26)