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  4. [Form 4] USA Rare Earth, Inc. Insider Trading Activity

USA Rare Earth (USAR) awards director zero-cost RSUs vesting in 2027

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

Rhea-AI Filing Summary

USA Rare Earth, Inc. (USAR) reported that a director, as the reporting person, received a grant of 2,059 Restricted Stock Units (RSUs) on August 19, 2026. The RSUs carry a grant/award acquisition code and a stated price of $0.00 per unit. According to the terms, the RSUs will vest 1 year from the grant date, and each RSU represents the right to receive one share of USA Rare Earth common stock upon settlement. Following this grant, the reporting person holds 2,059 RSUs directly.

Positive

  • None.

Negative

  • None.
Insider Trabuco Carolyn
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 2,059 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 2,059 shares (Direct)
Footnotes (2)
  1. F1. The restricted stock unit ("RSU") will vest 1 year from grant date.
  2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
Restricted Stock Units granted 2,059 RSUs Grant to a director on August 19, 2026
Grant price per RSU $0.00 per unit Equity compensation grant, not an open-market purchase
RSU vesting period 1 year from grant date Vesting schedule for the August 19, 2026 RSU grant
RSUs held after transaction 2,059 RSUs Total direct RSU holdings of the director following the grant
Underlying common stock 2,059 shares Each RSU represents one share of USA Rare Earth common stock
Restricted Stock Units financial
"received a grant of 2,059 Restricted Stock Units (RSUs) on August 19, 2026"
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 ("RSU") will vest 1 year from grant 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.
grant, award, or other acquisition financial
"transaction code description is "Grant, award, or other acquisition""

FAQ

What insider transaction did USAR report in this Form 4?
USAR reported that a director received a grant of 2,059 Restricted Stock Units on August 19, 2026, as a grant, award, or other acquisition of derivative securities related to USA Rare Earth common stock.

At what price were the 2,059 RSUs granted in the USAR Form 4?
The 2,059 Restricted Stock Units were granted at a stated price of $0.00 per unit, consistent with equity compensation awards rather than an open-market purchase.

When do the RSUs reported for USAR vest?
The Form 4 states that the restricted stock units will vest 1 year from the grant date of August 19, 2026, subject to the terms of the award.

How many USA Rare Earth RSUs does the reporting person hold after this grant?
After the reported transaction, the director holds 2,059 Restricted Stock Units directly, each representing the right to receive one share of USA Rare Earth common stock at settlement.

What does each RSU reported by USAR entitle the holder to receive?
Each restricted stock unit reported in the USAR filing represents the right to receive one share of USA Rare Earth common stock upon settlement, following vesting.

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

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Form 4 Insider Transactions: What Each Field Means →
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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026		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)08/19/2026A2,059(2) (1) (1)Common Stock, par value $0.0001 per share2,059(2)$02,059D
Explanation of Responses:
1. The restricted stock unit ("RSU") will vest 1 year from grant date.
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 Trabuco08/21/2026
** 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)

Source: View Original Filing on SEC EDGAR