USA Rare Earth (USAR) director Caulfield gains RSUs and common shares
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2,548 shares exercised/converted
Mixed
5 txns
Insider
Caulfield Thomas
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,548 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 6,438 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.0001 per share | 407 | $0.00 | -- |
| Exercise | Common Stock, par value $0.0001 per share | 2,548 | $0.00 | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock, par value $0.0001 per share — 407 shares (Direct, null);
Common Stock, par value $0.0001 per share — 52,500 shares (Indirect, The Thomas Caulfield Revocable Trust)
Footnotes (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. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026. 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
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.
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.