Form 4: Kronenfeld David Thomas reports multiple insider transactions in USAR

Rhea-AI Filing Summary

Kronenfeld David Thomas reported multiple insider transaction types in a Form 4 filing for USAR. The filing lists transactions totaling 6,977 shares at a weighted average price of $21.50 per share. Following the reported transactions, holdings were 76,374 shares.

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

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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^*

Kronenfeld David Thomas

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OK 74075

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/12/2026		J		6,977(1)	A	$21.4992	76,374	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were acquired in a pro-rata distribution of shares from Inflection Point Freedom Fund LP, of which the reporting person was a limited partner.

Remarks:

	/s/ David Kronenfeld	02/17/2026
	** 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.

FAQ

What insider transaction did USAR Chief Legal Officer report on this Form 4?

USA Rare Earth’s Chief Legal Officer David Thomas Kronenfeld reported receiving 6,977 common shares on February 12, 2026. The shares came via a pro-rata distribution from Inflection Point Freedom Fund LP rather than an open-market trade.

At what price were the 6,977 USA Rare Earth (USAR) shares recorded on the Form 4?

The 6,977 USA Rare Earth common shares were recorded at a reported price of $21.4992 per share. This figure reflects the value used in the Form 4 for this distribution-based acquisition transaction rather than a standard open-market purchase.

How many USA Rare Earth (USAR) shares does the insider own after this transaction?

After the reported transaction, David Thomas Kronenfeld directly beneficially owned 76,374 shares of USA Rare Earth common stock. This total includes the additional 6,977 shares received in the pro-rata distribution from Inflection Point Freedom Fund LP.

What is the relationship between the insider and Inflection Point Freedom Fund LP in the USAR filing?

The filing explains that the 6,977 shares were acquired through a pro-rata distribution from Inflection Point Freedom Fund LP, where the reporting person was a limited partner. This indicates the shares came from a fund interest rather than a direct market trade.

What role does David Thomas Kronenfeld hold at USA Rare Earth (USAR)?

David Thomas Kronenfeld is identified as an officer of USA Rare Earth, serving as the company’s Chief Legal Officer. This role makes him a reporting person required to disclose transactions in company equity securities on Form 4.

Is the USA Rare Earth (USAR) Form 4 transaction a direct or indirect ownership change?

The Form 4 shows the 6,977 USA Rare Earth shares as directly owned after the transaction. Although the shares were received from a fund distribution, the reported 76,374-share balance is classified as direct beneficial ownership in the filing.