USA Rare Earth director awarded RSUs and shares

USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates.

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Form Type

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates. He received 6,438 restricted stock units as board service compensation for the period from March 19, 2026 through June 2, 2026, with each unit convertible into one common share. On March 19, 2026 these RSUs were granted and vested in full on June 3, 2026, and 2,548 units were exercised into common stock at a conversion price of $0.00 per share, bringing his directly held common shares to 2,955. He also received a separate grant of 407 common shares, and holds 52,500 common shares indirectly through The Thomas Caulfield Revocable Trust. One RSU grant will fully vest on the earlier of one year from grant or the 2027 annual meeting, anticipated around June 2, 2027.

Insider Trade Summary

2,548 shares exercised/converted

Exercise 5 txns

Insider Caulfield Thomas

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,548	$0.00	$0.00
Grant/Award	Restricted Stock Units	6,438	$0.00	$0.00
Grant/Award	Common Stock, par value $0.0001 per share	407	$0.00	$0.00
Exercise	Common Stock, par value $0.0001 per share	2,548	$0.00	$0.00
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Restricted Stock Units — 6,438 contracts (Direct); Common Stock, par value $0.0001 per share — 2,955 shares (Direct); Common Stock, par value $0.0001 per share — 52,500 shares (Indirect, The Thomas Caulfield Revocable Trust)

Footnotes (4)

F1. Restricted stock units granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026.
F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
F3. On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026.
F4. The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Key Figures

RSUs granted: 6,438 units RSUs exercised: 2,548 shares Common share grant: 407 shares +2 more

5 metrics

RSUs granted 6,438 units Board service compensation March 19, 2026–June 2, 2026

RSUs exercised 2,548 shares Converted into common stock at $0.00 per share

Common share grant 407 shares Grant, award, or other acquisition of common stock

Direct common shares after exercise 2,955 shares Directly held common stock following RSU exercise

Indirect trust holdings 52,500 shares Common stock held via The Thomas Caulfield Revocable Trust

Key Terms

Restricted Stock Units, derivative security, board service compensation, revocable trust

4 terms

Restricted Stock Units financial

"Restricted stock units granted to the reporting person in lieu of board service compensation"

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.

derivative security financial

"Exercise or conversion of derivative security related to restricted stock units"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

board service compensation financial

"Granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026"

revocable trust financial

"Common shares held indirectly through The Thomas Caulfield Revocable Trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

FAQ

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What insider transactions did USA Rare Earth (USAR) director Thomas Caulfield report?

Thomas Caulfield reported equity awards and exercises, not open-market trades. He received restricted stock units and common shares as board compensation and exercised vested RSUs into common stock, increasing his direct ownership without reporting any share sales or cash purchases.

How many restricted stock units did Thomas Caulfield receive from USA Rare Earth (USAR)?

He was granted 6,438 restricted stock units as compensation for board service from March 19, 2026 through June 2, 2026. Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock upon settlement, tying his compensation to future share value.

Did Thomas Caulfield buy or sell USA Rare Earth (USAR) shares on the market?

The filing does not show any open-market buys or sells. Reported changes reflect RSU grants, an equity award of common shares, and the exercise of vested RSUs at a $0.00 conversion price, which are compensation-related rather than discretionary trading decisions.

What is Thomas Caulfield’s indirect ownership in USA Rare Earth (USAR)?

He has indirect ownership of 52,500 common shares held through The Thomas Caulfield Revocable Trust. This trust position is reported as indirect beneficial ownership, separate from his directly held shares and equity awards received as part of his board service.

When did Thomas Caulfield’s USA Rare Earth (USAR) restricted stock units vest?

One reported RSU grant was made on March 19, 2026 and vested in full on June 3, 2026. Another RSU award is scheduled to fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated around June 2, 2027.

What new common shares did Thomas Caulfield receive from USA Rare Earth (USAR)?

He received 407 common shares as a grant or award and 2,548 additional common shares through the exercise of restricted stock units at a $0.00 conversion price, increasing his directly held common stock position without reporting any corresponding sales.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/04/2026 - 07:21 PM EDT

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^*

Caulfield Thomas

(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)
06/03/2026

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	06/03/2026		A		407⁽¹⁾	A	$0	407	D
Common Stock, par value $0.0001 per share	06/03/2026		M		2,548	A	$0	2,955	D
Common Stock, par value $0.0001 per share								52,500	I	The Thomas Caulfield Revocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/03/2026		M			2,548	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	2,548	$0	0	D
Restricted Stock Units	⁽⁴⁾	06/03/2026		A		6,438⁽²⁾		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	6,438	$0	6,438	D

Explanation of Responses:

1. Restricted stock units granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026.

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

3. On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026.

4. The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Thomas Caulfield	06/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR