USA Rare Earth director awarded 939,618 shares

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. On April 15, 2026, the Critical Minerals Trust, for which he serves as trustee, received 939,618 shares of common stock at $0.0000 per share when an earnout right was exercised following satisfaction of “Trigger Event I.”

The earnout right to receive these shares, which became fixed upon the closing of the business combination on March 13, 2025, was exercised for the same 939,618 underlying shares, leaving no remaining derivative position. Following the grant, the trust held 14,610,644 shares of common stock indirectly. Mr. Gutnick disclaims beneficial ownership of securities held by the Critical Minerals Trust except to the extent of his pecuniary interest.

Insider Trade Summary

939,618 shares exercised/converted

Exercise 2 txns

Insider Gutnick Mordechai Zev

Role Director

Type	Security	Shares	Price	Value
Exercise	Earnout Right to Common Stock	939,618	$0.00	$0.00
Grant/Award	Common Stock, par value $0.0001 per share	939,618	$0.00	$0.00

Holdings After Transaction: Earnout Right to Common Stock — 939,618 contracts (Indirect, Critical Minerals Trust); Common Stock, par value $0.0001 per share — 14,610,644 shares (Indirect, Critical Minerals Trust)

Footnotes (3)

1. F1. Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.
2. F2. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.
3. F3. See Remarks

Key Figures

Earnout shares exercised: 939,618 shares Grant price per share: $0.0000 per share Shares held after transaction: 14,610,644 shares +2 more

5 metrics

Earnout shares exercised 939,618 shares Earnout right to common stock exercised on April 15, 2026

Grant price per share $0.0000 per share Price for 939,618 common shares issued from earnout

Shares held after transaction 14,610,644 shares Indirect holdings of Critical Minerals Trust after grant

Underlying earnout shares 939,618 shares Common stock underlying the earnout right exercised

Earnout expiration date March 13, 2026 Expiration date of the earnout right to common stock

Key Terms

Earnout Right to Common Stock, Trigger Event I, Critical Minerals Trust, pecuniary interest

4 terms

Earnout Right to Common Stock financial

"security_title: "Earnout Right to Common Stock""

Trigger Event I financial

"Trigger Event I was satisfied on April 15, 2026."

Critical Minerals Trust financial

"held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee."

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."

FAQ

What insider transaction did USA Rare Earth (USAR) report for Mordechai Zev Gutnick?

USA Rare Earth reported that a trust associated with director Mordechai Zev Gutnick acquired 939,618 common shares via an earnout exercise. The shares were received at $0.0000 per share, reflecting a compensation-related award rather than an open-market purchase or sale.

How many USA Rare Earth (USAR) shares does the Critical Minerals Trust hold after this filing?

After the reported transactions, the Critical Minerals Trust held 14,610,644 USA Rare Earth common shares indirectly. This total includes the 939,618 shares issued when the earnout right was exercised, providing a snapshot of the trust’s post-transaction equity position in the company.

What is the earnout right exercised in the USA Rare Earth (USAR) Form 4 filing?

The earnout right was a derivative tied to 939,618 USA Rare Earth common shares, exercisable at $0.0000 per share. It became fixed upon the March 13, 2025 business combination closing and was exercised when Trigger Event I was satisfied on April 15, 2026.

Did Mordechai Zev Gutnick personally buy or sell USA Rare Earth (USAR) shares?

The filing shows no open-market buys or sells by Mordechai Zev Gutnick personally. Instead, a trust for which he is trustee received 939,618 shares from an earnout exercise, and he disclaims beneficial ownership beyond his pecuniary interest in that trust.

What is Trigger Event I mentioned in the USA Rare Earth (USAR) Form 4 footnotes?

Trigger Event I is a condition that, once satisfied on April 15, 2026, allowed the earnout right to convert into 939,618 common shares. The right itself became fixed and irrevocable when the business combination closed on March 13, 2025, according to the filing footnotes.

How were the USA Rare Earth (USAR) earnout shares priced in the Form 4 transaction?

The 939,618 USA Rare Earth common shares issued upon exercise of the earnout right carried a transaction price of $0.0000 per share. This pricing indicates a compensatory or structural equity award rather than a cash-funded market purchase by the reporting person or the trust.

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Accepted by SEC EDGAR 04/22/2026 - 07:13 PM 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^*

Gutnick Mordechai Zev

(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)
04/15/2026

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
Common Stock, par value $0.0001 per share	04/15/2026		A		939,618	A	(1)	14,610,644	I	Critical Minerals Trust(2)

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
Earnout Right to Common Stock	(3)	04/15/2026		M			939,618	(1)	03/13/2026	Common Stock, par value $0.0001 per share	939,618	(1)	939,618	I	Critical Minerals Trust(2)

Explanation of Responses:

1. Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.

2. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.

3. See Remarks

Remarks:

On April 15, 2026, the reporting person became entitled to receive 11,211 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 22,423 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited.

	/s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick	04/22/2026
	** 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)