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USA Rare Earth (USAR) Form 4: Director granted 5,054 RSUs

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

Rhea-AI Filing Summary

USA Rare Earth, Inc. (USAR) director Mordechai Zev Gutnick was awarded 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU converts to one share of common stock at settlement. The RSUs are reported as 5,054 shares beneficially owned following the grant and are held directly. The RSUs vest on 10/01/2026, or the next open Trading Day if that date falls within a closed trading window, subject to tax and plan terms. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

  • None.

Negative

  • None.

Insights

Director granted 5,054 RSUs vesting in one year; aligns executive with shareholder interests.

The filing shows a standard equity award structure: 5,054 restricted stock units that convert one-for-one to common shares at settlement. The award vests on 10/01/2026 and includes a provision to delay vesting if that date falls within a closed trading window.

This is a routine director compensation event disclosed under Section 16 reporting rules and does not state any cash or exercise price. The grant increases the director's reported beneficial ownership to 5,054 shares.

Insider Gutnick Mordechai Zev
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 5,054 $0.00 --
Holdings After Transaction: Restricted Stock Units — 5,054 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. The restricted stock unit ("RSU") will vest on October 1, 2026. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Gutnick Mordechai Zev
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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) $0 10/01/2025 A 5,054(1) (2) (2) Common Stock, par value $0.0001 per share 5,054 $0 5,054 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 on October 1, 2026. 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:
/s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did USAR director Mordechai Gutnick receive?

The director was awarded 5,054 restricted stock units (RSUs) on 10/01/2025.

When do the RSUs vest for USAR director Mordechai Gutnick?

The RSUs vest on 10/01/2026, or the first Trading Day after that date if it falls in a closed trading window.

How many shares does the grant represent after conversion?

Each RSU converts to one share, so the grant represents 5,054 common shares; the Form reports 5,054 shares beneficially owned following the transaction.

Was there a purchase price disclosed for the RSUs?

No purchase or exercise price is disclosed; the RSUs are reported with a price of $0 in the filing.

Who filed the Form 4 for Mordechai Gutnick and when?

The Form 4 was signed by an attorney-in-fact, David Kronenfeld, on 10/03/2025.