USA Rare Earth director granted 6,438 RSUs

BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that director Michael Blitzer received a grant of 6,438 restricted stock units on June 3, 2026. These units will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, which is anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Following this grant, Blitzer’s reported holdings from this award total 6,438 restricted stock units.

Insider Trade Summary

Grant/Award: 6,438 shares

Grant/Award 1 txn

Insider BLITZER MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	6,438	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 6,438 contracts (Direct)

Footnotes (2)

F1. 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.
F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

RSUs granted: 6,438 units Holdings after grant: 6,438 RSUs Vesting schedule: Earlier of 1 year or 2027 meeting +3 more

6 metrics

RSUs granted 6,438 units Restricted stock unit grant to director on June 3, 2026

Holdings after grant 6,438 RSUs Total reported restricted stock units following the award

Vesting schedule Earlier of 1 year or 2027 meeting Fully vests by earlier of one year from grant or 2027 annual meeting

Anticipated meeting date June 2, 2027 Anticipated date of 2027 annual meeting tied to vesting

RSU-to-share ratio 1 unit : 1 share Each restricted stock unit settles into one common share

Grant price per unit $0.00 per unit Reported transaction price for the RSU grant

Key Terms

Restricted Stock Units, Grant, award, or other acquisition, settlement, Annual Meeting

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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

"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.

FAQ

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

What insider transaction did USA Rare Earth (USAR) report for Michael Blitzer?

USA Rare Earth reported that director Michael Blitzer received 6,438 restricted stock units as an equity award. The grant was recorded on June 3, 2026, and represents compensation in the form of stock-based incentives rather than a market purchase or sale.

How many restricted stock units did USA Rare Earth (USAR) grant to its director?

USA Rare Earth granted director Michael Blitzer 6,438 restricted stock units. These units convert into an equal number of common shares at settlement, aligning the director’s compensation with shareholder interests through equity rather than cash.

When do Michael Blitzer’s USA Rare Earth (USAR) restricted stock units vest?

The 6,438 restricted stock units will fully vest on the earlier of one year from the June 3, 2026 grant date or the 2027 annual meeting. The meeting is anticipated to occur on or about June 2, 2027, according to the disclosure.

What does each USA Rare Earth (USAR) restricted stock unit represent for Michael Blitzer?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. This means 6,438 units correspond to 6,438 potential common shares once vesting and settlement conditions are satisfied under the award terms.

Is Michael Blitzer’s USA Rare Earth (USAR) Form 4 transaction a market buy or sell?

The Form 4 shows a grant of 6,438 restricted stock units, classified as a grant or award acquisition. It is not an open-market buy or sell but a stock-based compensation award, with no purchase price per share reported in the transaction details.

How many USA Rare Earth (USAR) restricted stock units does Michael Blitzer hold after this grant?

After the reported grant, Michael Blitzer’s holdings from this award total 6,438 restricted stock units. These units are subject to vesting conditions and will convert into an equal number of common shares at settlement, assuming the vesting requirements are met.

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

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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^*

BLITZER MICHAEL

(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)

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	⁽¹⁾	06/03/2026		A		6,438⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	6,438	$0	6,438	D

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 Blitzer	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