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USA Rare Earth director granted 6,959 RSUs

A USA Rare Earth director received a 6,959‑unit RSU grant vesting at the 2027 Annual Meeting, adding to his direct equity-based compensation.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Davis Michael Lawrence reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. (USAR) reported that director Michael Lawrence Davis received a grant of 6,959 Restricted Stock Units (RSUs) on September 3, 2026. Each RSU represents the right to receive one share of common stock upon settlement, and all RSUs are scheduled to fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027. After this award, Davis holds 6,959 RSUs directly, and no Rule 10b5-1 trading plan is reported for this grant.

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Insider Davis Michael Lawrence
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 6,959 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 6,959 contracts (Direct)
Footnotes (2)
  1. F1. The restricted stock unit will fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027
  2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
RSUs granted 6,959 units Restricted Stock Units granted to director Michael Lawrence Davis on September 3, 2026
RSUs held after transaction 6,959 units Total Restricted Stock Units directly held by Michael Lawrence Davis after the grant
Grant price per RSU $0.00 per unit Reported transaction price for the 6,959 RSU grant
Vesting date On the 2027 Annual Meeting date RSUs fully vest on the 2027 Annual Meeting, anticipated around June 2, 2027
Underlying shares per RSU 1 share per unit Each Restricted Stock Unit represents one share of USA Rare Earth common stock
Restricted Stock Units financial
"The restricted stock unit will fully vest on the 2027 Annual Meeting date"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
settlement financial
"represents the right to receive, 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.
Annual Meeting financial
"will fully vest on the 2027 Annual Meeting date"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

FAQ

What insider transaction did USAR report for director Michael Lawrence Davis?

USA Rare Earth reported that director Michael Lawrence Davis was granted 6,959 Restricted Stock Units on September 3, 2026, as equity compensation. Each RSU converts into one share of common stock at settlement, subject to vesting at the 2027 Annual Meeting.

How many USA Rare Earth (USAR) RSUs does Michael Lawrence Davis hold after this Form 4 transaction?

After the reported transaction, Michael Lawrence Davis holds 6,959 Restricted Stock Units directly. These units represent the right to receive an equivalent number of USA Rare Earth common shares upon settlement, following vesting at the 2027 Annual Meeting.

When do the newly granted USAR Restricted Stock Units to Michael Lawrence Davis vest?

The 6,959 RSUs granted to Michael Lawrence Davis will fully vest on the 2027 Annual Meeting date, which is anticipated to be on or about June 2, 2027, according to the filing footnote.

What does each Restricted Stock Unit represent in the USAR Form 4 filing?

Each Restricted Stock Unit reported for USA Rare Earth represents the right to receive one share of the issuer’s common stock at settlement. The grant to Michael Lawrence Davis covers 6,959 such units, all tied to vesting at the 2027 Annual Meeting.

Was the USAR RSU grant to Michael Lawrence Davis made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the 6,959 RSU grant to Michael Lawrence Davis was made pursuant to a Rule 10b5-1 trading plan.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Davis Michael Lawrence

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/03/2026A6,959(1)(2) (1) (1)Common Stock, par value $0.0001 per share6,959(2)$06,959D
Explanation of Responses:
1. The restricted stock unit will fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027
2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
Remarks:
Exhibit 24
/s/ Derek Ching, attorney-in-fact for Michael Lawrence Davis09/04/2026
** Signature of Reporting PersonDate
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)

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