USAR Form 4: CFO William Steele Receives 62,666 RSUs

Rhea-AI Filing Summary

USA Rare Earth, Inc. reported an insider equity award to its Chief Financial Officer, William Robert Steele, Jr. The filing shows an award of 62,666 restricted stock units (RSUs), each representing the right to one share of common stock. The RSUs were granted on 10/01/2025 and are reflected as a direct beneficial holding of 62,666 shares following the grant.

The RSUs vest in two equal tranches: 50% on 10/01/2026 and 50% on 10/01/2027. If a vesting date falls during a closed trading window under the company policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

Positive

• 62,666 RSUs granted to the CFO, creating direct alignment with shareholders
• Vesting schedule spreads over 2 years (10/01/2026 and 10/01/2027), supporting retention

Negative

• None.

Insights

Corporate Governance Analyst

Grant aligns CFO compensation with shareholder outcomes via 62,666 RSUs.

This Form 4 documents a time-based equity award to the CFO, showing direct beneficial ownership of 62,666 RSUs granted 10/01/2025. The award vests in two equal annual tranches on 10/01/2026 and 10/01/2027, tying long-term pay to company performance or share retention.

The award is governed by the Amended and Restated 2024 Omnibus Incentive Plan and is subject to the company’s insider trading windows, which can delay vesting into the next open trading day if necessary.

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
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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).

1. Name and Address of Reporting Person^*

Steele William Robert Jr

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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
Restricted Stock Units(1)	(1)	10/01/2025		A		62,666		(2)	(2)	Common Stock, par value $0.0001 per share	62,666	$0	62,666	D

Explanation of Responses:

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

2. The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on October 1, 2026 and October, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.

Remarks:

Exhibit 24

	/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.	10/03/2025
	** 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 USA Rare Earth (USAR) disclose on the Form 4?

The Form 4 discloses a grant of 62,666 restricted stock units to CFO William Robert Steele, Jr., dated 10/01/2025.

How many shares will the 62,666 RSUs convert into for USAR?

Each RSU represents the right to receive one share of common stock, so the award corresponds to 62,666 underlying shares upon settlement.

When do the RSUs vest for the USAR CFO grant?

The RSUs vest in two equal tranches: 50% on 10/01/2026 and 50% on 10/01/2027, subject to insider trading window rules and tax timing.

Does the Form 4 show direct or indirect ownership for the RSUs?

The filing reports the RSUs as direct (D) beneficial ownership following the grant.

Under which plan are the RSUs granted?

The RSUs are subject to the terms of the Amended and Restated 2024 Omnibus Incentive Plan.