USA Rare Earth (USAR) awards 35,244 RSUs to its legal chief

Rhea-AI Filing Summary

Jacob Valerie reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that Chief Legal Officer Jacob Valerie received a grant of 35,244 restricted stock units on March 17, 2026 as equity compensation. Following this award, he holds 35,244 RSUs.

The RSUs vest in two stages: one-third on March 17, 2027 and the remaining two-thirds on September 17, 2027, under the company’s 2024 Omnibus Incentive Plan and Insider Trading Policy. Each RSU represents one share of common stock to be delivered at settlement.

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).

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^*

Jacob Valerie

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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)	03/17/2026		A		35,244(2)		(1)	(1)	Common Stock, par value $0.0001 per share	35,244	$0	35,244	D

Explanation of Responses:

1. The restricted stock unit ("RSU") will vest in two tranches. 1/3 of the RSU will vest on March 17, 2027 and the remaining 2/3 of the RSU will vest on September 17, 2027. The vesting occurs 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.

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

Remarks:

	/s/ Valerie Jacob	03/19/2026
	** 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)

FAQ

What insider transaction did USA Rare Earth (USAR) report for Jacob Valerie?

USA Rare Earth reported that Chief Legal Officer Jacob Valerie received 35,244 restricted stock units as an equity award. This is a compensation-related grant, not an open-market stock purchase or sale, and increases his potential future common stock holdings by the same number of shares.

How many restricted stock units did USA Rare Earth grant to its Chief Legal Officer?

USA Rare Earth granted 35,244 restricted stock units to Chief Legal Officer Jacob Valerie. Each RSU represents the right to receive one share of common stock at settlement, aligning his compensation with shareholder interests over time through equity-based incentives rather than immediate cash.

When do Jacob Valerie’s USA Rare Earth RSUs vest?

The RSUs vest in two tranches: one-third vests on March 17, 2027, and the remaining two-thirds vest on September 17, 2027. This staggered schedule helps retain the executive and ties compensation to continued service and company performance over the vesting period.

What does each USA Rare Earth restricted stock unit represent for Jacob Valerie?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. This means that if all vesting conditions are met, the 35,244 RSUs could convert into 35,244 common shares issued to the executive in the future.

Is Jacob Valerie’s USA Rare Earth RSU grant an open-market stock purchase or sale?

No. The RSU grant to Jacob Valerie is a compensation-related award classified as a grant, award, or other acquisition. It does not involve buying or selling shares in the open market, but instead provides potential future shares subject to vesting conditions and plan terms.