USA Rare Earth director exercises 30,483 shares

USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired a total of 30,483 shares of common stock at $22.57 per share through two exercises of 12,284 and 18,199 shares. The related restricted stock units fully vested on May 20, 2026 and now show zero remaining balance. Following these transactions, he holds 30,483 common shares directly and an additional 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

30,483 shares exercised/converted

Exercise 5 txns

Insider Gutnick Mordechai Zev

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,199	$22.57	$411K
Exercise	Restricted Stock Units	12,284	$22.57	$277K
Exercise	Common Stock, par value $0.0001 per share	18,199	$22.57	$411K
Exercise	Common Stock, par value $0.0001 per share	12,284	$22.57	$277K
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.0001 per share — 30,483 shares (Direct); Common Stock, par value $0.0001 per share — 15,550,262 shares (Indirect, Critical Minerals Trust)

Footnotes (3)

1. F1. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.
2. F2. The restricted stock unit fully vested on May 20, 2026.
3. F3. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

Shares acquired via exercise: 30,483 shares First RSU exercise: 12,284 shares Second RSU exercise: 18,199 shares +4 more

7 metrics

Shares acquired via exercise 30,483 shares Common stock acquired through RSU exercises on May 20, 2026

First RSU exercise 12,284 shares Common stock from RSU conversion at $22.57 per share

Second RSU exercise 18,199 shares Common stock from RSU conversion at $22.57 per share

Price per share $22.57 per share Reported transaction price for common stock underlying RSUs

Direct holdings after transactions 30,483 shares Total USA Rare Earth common stock directly held by Gutnick

Indirect trust holdings 15,550,262 shares Common stock held by Critical Minerals Trust with Gutnick as trustee

Total RSU exercises 30,483 shares Aggregate exerciseShares reported in transaction summary

Key Terms

Restricted Stock Units, Critical Minerals Trust, pecuniary interest, beneficial ownership, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock unit fully vested on May 20, 2026."

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.

Critical Minerals Trust financial

"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee."

pecuniary interest financial

"Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."

beneficial ownership financial

"Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

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

What insider activity did USA Rare Earth (USAR) report for Mordechai Zev Gutnick?

USA Rare Earth reported that director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired 30,483 common shares at $22.57 per share through two exercises, converting previously granted equity awards into direct share ownership.

How many USA Rare Earth (USAR) shares did the director acquire in this Form 4?

The director acquired 30,483 USA Rare Earth common shares. This came from exercising 12,284 restricted stock units and 18,199 restricted stock units, each convertible one-for-one into common stock, at a reported price of $22.57 per share for the underlying stock.

What are Mordechai Zev Gutnick’s direct and indirect USA Rare Earth (USAR) holdings after the transactions?

After the transactions, Mordechai Zev Gutnick directly holds 30,483 common shares. In addition, 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he is trustee and disclaims beneficial ownership except for his pecuniary interest.

What happened to the restricted stock units in the USA Rare Earth (USAR) Form 4?

All reported restricted stock units fully vested on May 20, 2026 and were exercised into common shares. Each unit represented the right to receive one common share at settlement, and the filing shows the derivative positions reduced to zero following the conversion.

What is the role of the Critical Minerals Trust in USA Rare Earth (USAR) share ownership?

The Critical Minerals Trust holds 15,550,262 USA Rare Earth common shares reported as indirect holdings. Mordechai Zev Gutnick is trustee of the trust and disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest in them.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:19 PM EDT 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

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 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)
05/20/2026

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	05/20/2026		M		18,199	A	$22.57	18,199	D
Common Stock, par value $0.0001 per share	05/20/2026		M		12,284	A	$22.57	30,483	D
Common Stock, par value $0.0001 per share								15,550,262	I	Critical Minerals Trust(1)

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	(2)	05/20/2026		M			18,199(3)	(2)	(2)	Common Stock, par value $0.0001 per share	18,199	$22.57	0	D
Restricted Stock Units	(2)	05/20/2026		M			12,284(3)	(2)	(2)	Common Stock, par value $0.0001 per share	12,284	$22.57	0	D

Explanation of Responses:

1. The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.

2. The restricted stock unit fully vested on May 20, 2026.

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

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick	05/21/2026
	** 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)