STOCK TITAN

USA Rare Earth (USAR) director granted 6,438 restricted stock units as equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Senft Michael F reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Michael F. Senft received a grant of 6,438 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of common stock at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting, which is anticipated to occur on or about June 2, 2027, after which the underlying shares can be delivered.

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Insider Senft Michael F
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 6,438 $0.00 --
Holdings After Transaction: Restricted Stock Units — 6,438 shares (Direct, null)
Footnotes (1)
  1. 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. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
RSUs granted 6,438 units Grant of restricted stock units to director on 2026-06-03
Grant price per unit $0.00 per unit Restricted stock units awarded at no cash cost
Underlying common shares 6,438 shares Each RSU represents one share of common stock
Vesting schedule Earlier of 1 year from grant or 2027 Annual Meeting Meeting anticipated on or about June 2, 2027
Restricted Stock Units financial
"The restricted stock unit will fully vest on the earlier of 1 year from grant 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.
vest financial
"The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
Annual Meeting financial
"or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027"
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.
settlement financial
"Each restricted stock unit 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.
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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*
Senft Michael F

(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)
06/03/2026
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)06/03/2026A6,438(2) (1) (1)Common Stock, par value $0.0001 per share6,438$06,438D
Explanation of Responses:
1. 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.
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 F. Senft06/04/2026
** 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)

FAQ

What insider transaction did USA Rare Earth (USAR) report for Michael F. Senft?

USA Rare Earth reported that director Michael F. Senft received 6,438 restricted stock units. These RSUs are a stock-based compensation award, not an open-market purchase or sale, and each unit can convert into one share of common stock at settlement.

How many restricted stock units were granted in the latest USA Rare Earth Form 4?

The Form 4 shows a grant of 6,438 restricted stock units to director Michael F. Senft. This entire amount was acquired in a single award and represents potential future shares of common stock, subject to the vesting conditions described in the filing footnotes.

When do Michael F. Senft’s USA Rare Earth RSUs vest?

The restricted stock units will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting. The meeting is anticipated to be on or about June 2, 2027, at which point the award would be fully vested if not already.

What does each USA Rare Earth restricted stock unit represent for this Form 4 grant?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Once the vesting conditions are met and the units settle, the reporting person can receive an equivalent number of common shares from the company.

Is the USA Rare Earth Form 4 transaction a market buy or sell of USAR shares?

The Form 4 transaction is not a market buy or sell; it is a grant of restricted stock units coded as an acquisition. The award was received as compensation at a price of $0.00 per unit rather than through open-market trading of USAR stock.