USA Rare Earth director granted 6,438 RSUs

Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Carolyn Trabuco received a grant of 6,438 restricted stock units. These RSUs represent future rights to receive an equal number of common shares and reflect equity-based compensation rather than an open-market purchase.

The award will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, anticipated to occur on or about June 2, 2027. Following this grant, Trabuco’s directly held RSU-related position reported in this filing totals 6,438 units.

Insider Trade Summary

Grant/Award: 6,438 shares

Grant/Award 1 txn

Insider Trabuco Carolyn

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)

1. 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.
2. 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 RSUs after transaction: 6,438 units Transaction code: A +2 more

5 metrics

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

RSUs after transaction 6,438 units Total RSU-related position reported following grant

Transaction code A Grant, award, or other acquisition of derivative securities

Vesting schedule Earlier of 1 year from grant or 2027 meeting 2027 annual meeting anticipated on or about June 2, 2027

Underlying common shares 6,438 shares Each RSU represents one share of common stock at settlement

Key Terms

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

4 terms

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.

Grant, award, or other acquisition financial

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

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

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

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.

FAQ

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

What insider transaction did USA Rare Earth (USAR) report for Carolyn Trabuco?

USA Rare Earth reported that director Carolyn Trabuco received 6,438 restricted stock units as equity compensation. Each unit represents a right to receive one share of common stock upon settlement, increasing her reported RSU-based position to 6,438 units after this grant.

Is Carolyn Trabuco’s USA Rare Earth (USAR) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition through a grant of restricted stock units, not an open-market stock purchase or sale. Code “A” reflects a grant, award, or other acquisition of derivative securities as part of compensation, rather than a discretionary market trade.

How many USA Rare Earth (USAR) restricted stock units did Carolyn Trabuco receive?

Carolyn Trabuco received 6,438 restricted stock units from USA Rare Earth. These RSUs are derivative awards that each correspond to one share of common stock at settlement, and her total holdings of these units reported after the grant are also 6,438.

When do Carolyn Trabuco’s USA Rare Earth (USAR) restricted stock units 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 occur on or about June 2, 2027, according to the vesting footnote in the Form 4 filing.

What does each USA Rare Earth (USAR) restricted stock unit granted to Carolyn Trabuco represent?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. This means the 6,438 RSUs granted to Carolyn Trabuco correspond to a potential future issuance of 6,438 common shares upon satisfaction of vesting conditions.

How is ownership reported for Carolyn Trabuco’s USA Rare Earth (USAR) restricted stock units?

The Form 4 reports Carolyn Trabuco’s restricted stock units as directly owned. The ownership code is “D,” indicating direct ownership, and there is no footnote stating that the securities are held through a separate entity or that beneficial ownership is disclaimed.

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

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Accepted by SEC EDGAR 06/04/2026 - 07:22 PM EDT Learn about SEC filing dates

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^*

Trabuco Carolyn

(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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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 Carolyn Trabuco	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)