USA Rare Earth director granted 6,438 RSUs

SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Otto C. Schwethelm received a grant of 6,438 restricted stock units. Each unit represents one share of common stock to be delivered at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated on or about June 2, 2027.

Insider Trade Summary

Grant/Award: 6,438 shares

Grant/Award 1 txn

Insider SCHWETHELM OTTO C

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)

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.
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 Exercise price: $0.0000 per unit Underlying shares: 6,438 shares +2 more

5 metrics

RSUs granted 6,438 units Restricted stock unit award to director on grant date

Exercise price $0.0000 per unit Conversion or exercise price for restricted stock units

Underlying shares 6,438 shares Common stock issuable upon settlement of RSUs

Holdings after grant 6,438 units Total restricted stock units following the transaction

Vesting deadline on or about June 2, 2027 Earlier of one year from grant or 2027 annual meeting

Key Terms

Restricted Stock Units, settlement, Annual Meeting

3 terms

Restricted Stock Units financial

"The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting 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.

settlement financial

"Each restricted stock unit represents the right to receive, at settlement, one (1) share"

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.

Annual Meeting financial

"on the earlier of 1 year from grant date or 2027 Annual Meeting date"

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.

FAQ

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

What insider transaction did USA Rare Earth (USAR) report for Otto C. Schwethelm?

USA Rare Earth reported that director Otto C. Schwethelm received 6,438 restricted stock units. These RSUs are a form of equity compensation that convert into common shares at settlement, aligning the director’s interests more closely with long-term shareholder value.

How many restricted stock units did the USA Rare Earth (USAR) director receive?

The director received 6,438 restricted stock units. Each unit represents a right to receive one share of USA Rare Earth common stock at settlement, creating potential future ownership once vesting conditions are met and the units settle into shares.

When do Otto C. Schwethelm’s USA Rare Earth (USAR) RSUs vest?

The restricted stock units will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated around June 2, 2027. Vesting must occur before the RSUs can settle into common shares for the director.

What does each USA Rare Earth (USAR) restricted stock unit represent?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. The RSUs have no exercise price, functioning as deferred stock-based compensation that becomes actual shares when vesting and settlement conditions are satisfied.

Is this USA Rare Earth (USAR) Form 4 a market purchase or sale?

This Form 4 reflects a grant of 6,438 restricted stock units, not a market purchase or sale. The transaction is classified as an acquisition through a grant or award, providing stock-based compensation rather than indicating open-market trading activity by the director.

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

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Accepted by SEC EDGAR 06/04/2026 - 07:21 PM EDT

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)
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)
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)

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⁾	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 Otto C. Schwethelm	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)

Source: View Original Filing on SEC EDGAR