Director at USA Rare Earth (USAR) settles 30,483 RSUs into common stock

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Otto C. Schwethelm exercised restricted stock units that fully vested on May 20, 2026, receiving a total of 30,483 shares of common stock. These awards converted at a reference price of $22.57 per share, and the underlying RSU balances were reduced to zero, with no shares sold in these transactions.

Insider Trade Summary

30,483 shares exercised/converted

Mixed 4 txns

Insider SCHWETHELM OTTO C

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,199	$22.57	$411K
Exercise	Restricted Stock Units	12,284	$22.57	$277K
Exercise	Common Stock, par value $0.0001 per share	18,199	$22.57	$411K
Exercise	Common Stock, par value $0.0001 per share	12,284	$22.57	$277K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.0001 per share — 18,199 shares (Direct, null)

Footnotes (1)

The restricted stock unit fully vested on May 20, 2026. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

RSUs exercised: 30,483 units Award 1 size: 12,284 units Award 2 size: 18,199 units +3 more

6 metrics

RSUs exercised 30,483 units Total restricted stock units exercised and settled into common stock

Award 1 size 12,284 units First restricted stock unit award converted into common stock

Award 2 size 18,199 units Second restricted stock unit award converted into common stock

Reference price $22.57 per share Transaction price per share for RSU conversions on May 20, 2026

Shares held after one transaction 30,483 shares Direct common stock ownership reported following one settlement line

Remaining RSUs after settlement 0 units Restricted stock unit balances after exercises

Key Terms

Restricted Stock Units, derivative security, Form 4

3 terms

Restricted Stock Units financial

"The restricted stock unit fully vested on May 20, 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.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:19 PM

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^*

SCHWETHELM OTTO C

(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)
05/20/2026

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)
Common Stock, par value $0.0001 per share	05/20/2026		M		18,199	A	$22.57	18,199	D
Common Stock, par value $0.0001 per share	05/20/2026		M		12,284	A	$22.57	30,483	D

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⁾	05/20/2026		M			18,199⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	18,199	$22.57	0	D
Restricted Stock Units	⁽¹⁾	05/20/2026		M			12,284⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	12,284	$22.57	0	D

Explanation of Responses:

1. The restricted stock unit fully vested on May 20, 2026.

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

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for Otto C. Schwethelm	05/21/2026
	** 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

FAQ

What did USA Rare Earth (USAR) director Otto C. Schwethelm report on this Form 4?

Otto C. Schwethelm reported exercising restricted stock units that fully vested, receiving 30,483 USA Rare Earth common shares. These compensation-related transactions converted RSUs into stock and did not involve any open-market share sales.

How many USA Rare Earth shares did Otto C. Schwethelm acquire in this filing?

He acquired 30,483 USA Rare Earth common shares through the settlement of restricted stock units. Two RSU awards of 12,284 and 18,199 units were converted, each unit representing one share of common stock at settlement.

Were any USA Rare Earth (USAR) shares sold in Otto C. Schwethelm’s Form 4 transactions?

No shares were sold in these transactions. The Form 4 shows only derivative exercises of restricted stock units into common shares, with no open-market sales, gifts, or tax-withholding dispositions reported for USA Rare Earth stock.

What type of securities were involved in Otto C. Schwethelm’s USA Rare Earth Form 4?

The filing involves restricted stock units that each convert into one USA Rare Earth common share, and the resulting common stock. RSUs are a form of equity compensation that settle in stock when vesting conditions are met.

At what price were Otto C. Schwethelm’s USA Rare Earth RSUs converted into shares?

The RSUs converted into USA Rare Earth common shares at a reference price of $22.57 per share. This price is listed as the transaction price per share for both RSU exercises on May 20, 2026.