Director at USA Rare Earth (USAR) exercises 30,483 RSUs into shares
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,483 shares exercised/converted
Mixed
5 txns
Insider
Gutnick Mordechai Zev
Role
null
| 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 shares (Direct, null);
Common Stock, par value $0.0001 per share — 18,199 shares (Direct, null);
Common Stock, par value $0.0001 per share — 15,550,262 shares (Indirect, Critical Minerals Trust)
Footnotes (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. The restricted stock unit fully vested on May 20, 2026. 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
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.
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.