USA Rare Earth: Humpton sells 88,391 shares for taxes

USA Rare Earth, Inc. (USAR) former Chief Executive Officer and former Director Barbara Humpton reported common-stock acquisitions on October 1, 2026, of 83,554, 104,443 and 31,333 shares, each at $13.80 per share.

Rhea-AI Filing Summary

USA Rare Earth, Inc. (USAR) former Chief Executive Officer and former Director Barbara Humpton reported common-stock acquisitions on October 1, 2026, of 83,554, 104,443 and 31,333 shares, each at $13.80 per share. Her RSU records show 83,554 and 104,443 units vested, with the remainder forfeited under her retirement agreement; 31,333 units vested, with the remainder forfeited. On October 2, Humpton sold 88,391 shares in a sell-to-cover transaction for taxes associated with RSU vesting. The weighted average sale price was $13.75 per share, with individual trade prices ranging from $13.665 to $14.00.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Humpton Barbara

Role Former Chief Executive Officer

Sold 88,391 shs ($1.22M)

Approx. gross sale proceeds $1.22M

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share F1, F2	88,391	$13.75	$1.22M
Exercise	Restricted Stock Units F3, F4	83,554	$0.00	$0.00
Exercise	Restricted Stock Units F3, F4	104,443	$0.00	$0.00
Exercise	Restricted Stock Units F5, F4	31,333	$0.00	$0.00
Exercise	Common Stock, par value $0.0001 per share	83,554	$13.80	$1.15M
Exercise	Common Stock, par value $0.0001 per share	104,443	$13.80	$1.44M
Exercise	Common Stock, par value $0.0001 per share	31,333	$13.80	$432K

Holdings After Transaction: Restricted Stock Units — 407,325 contracts (Direct); Common Stock, par value $0.0001 per share — 130,939 shares (Direct)

Footnotes (5)

1. F1. Sell-to-cover for taxes associated with the vesting of RSUs received by the reporting person.
2. F2. This figure is the weighted average sales price of multiple trades ranging from $13.665 to $14.00 per share. The reporting person undertakes to provide the SEC Staff, USA Rare Earth, Inc. or a shareholder of USA Rare Earth, Inc. full information about the number of shares sold at each separate price upon request.
3. F3. The restricted stock units ("RSUs") were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-third vested on October 1, 2026 and the remainder is forfeited.
4. F4. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
5. F5. The RSUs were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-half vested on October 1, 2026 and the remainder is forfeited.

Key Figures

Shares sold: 88,391 shares Weighted average sale price: $13.75 per share Individual sale-price range: $13.665 to $14.00 per share +4 more

7 metrics

Shares sold 88,391 shares October 2, 2026

Weighted average sale price $13.75 per share Sale on October 2, 2026

Individual sale-price range $13.665 to $14.00 per share Multiple trades on October 2, 2026

RSUs vested 83,554 units October 1, 2026; one-third vested and the remainder was forfeited

RSUs vested 104,443 units October 1, 2026; one-third vested and the remainder was forfeited

RSUs vested 31,333 units October 1, 2026; one-half vested and the remainder was forfeited

Common shares acquired 83,554; 104,443; and 31,333 shares Three reported acquisitions on October 1, 2026, each at $13.80 per share

Key Terms

sell-to-cover, weighted average sales price, Restricted Stock Units, retirement agreement

4 terms

sell-to-cover financial

"Sell-to-cover for taxes associated with the vesting of RSUs"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

weighted average sales price financial

"weighted average sales price of multiple trades"

Restricted Stock Units financial

"The restricted stock units (RSUs) were granted"

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.

retirement agreement financial

"Pursuant to the reporting person's retirement agreement"

FAQ

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

How many USAR shares did Barbara Humpton sell, and at what price?

Barbara Humpton sold 88,391 shares on October 2, 2026, at a weighted average $13.75 per share. The individual trade prices ranged from $13.665 to $14.00 per share. The sale was designated as a sell-to-cover for taxes associated with RSU vesting.

What RSUs did Barbara Humpton report vesting?

On October 1, 2026, RSU records reported 83,554 and 104,443 units vested, with the remainder forfeited under her retirement agreement; another 31,333 units vested, with the remainder forfeited. The RSUs were granted on October 1, 2025.

What common-stock acquisitions did Barbara Humpton report on October 1, 2026?

The reported acquisitions were 83,554, 104,443 and 31,333 common shares, each at $13.80 per share.

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

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Available on EDGAR 10/05/2026 - 08:49 PM Accepted by SEC EDGAR 10/05/2026 - 08:48 PM Learn about SEC filing dates

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

X

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^*

Humpton Barbara

(Last) (First) (Middle)

100 W. AIRPORT BLVD.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	10/01/2026		M		83,554	A	$13.8	83,554	D
Common Stock, par value $0.0001 per share	10/01/2026		M		104,443	A	$13.8	187,997	D
Common Stock, par value $0.0001 per share	10/01/2026		M		31,333	A	$13.8	219,330	D
Common Stock, par value $0.0001 per share	10/02/2026		S		88,391(1)	D	$13.75(2)	130,939	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
Restricted Stock Units	(3)	10/01/2026		M			83,554(4)	(3)	(3)	Common Stock, par value $0.0001 per share	83,554	$0	167,108	D
Restricted Stock Units	(3)	10/01/2026		M			104,443(4)	(3)	(3)	Common Stock, par value $0.0001 per share	104,443	$0	208,884	D
Restricted Stock Units	(5)	10/01/2026		M			31,333(4)	(5)	(5)	Common Stock, par value $0.0001 per share	31,333	$0	31,333	D

Explanation of Responses:

1. Sell-to-cover for taxes associated with the vesting of RSUs received by the reporting person.

2. This figure is the weighted average sales price of multiple trades ranging from $13.665 to $14.00 per share. The reporting person undertakes to provide the SEC Staff, USA Rare Earth, Inc. or a shareholder of USA Rare Earth, Inc. full information about the number of shares sold at each separate price upon request.

3. The restricted stock units ("RSUs") were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-third vested on October 1, 2026 and the remainder is forfeited.

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

5. The RSUs were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-half vested on October 1, 2026 and the remainder is forfeited.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Barbara Humpton	10/05/2026
	** 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)