USA Rare Earth director gains 939,618 earnout shares

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. Critical Minerals Trust, of which he is trustee, exercised an Earnout Right to Common Stock for 939,618 shares at a price of $0.0000 per share and received an equal number of common shares.

Following these transactions, the trust holds 15,550,262 shares of common stock indirectly attributed to Gutnick. A footnote states that Trigger Event II was satisfied on May 15, 2026, and that the right to receive additional shares became fixed upon the business combination closing on March 13, 2025. Gutnick disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest.

Insider Trade Summary

939,618 shares exercised/converted

Exercise 2 txns

Insider Gutnick Mordechai Zev

Role Director

Type	Security	Shares	Price	Value
Exercise	Earnout Right to Common Stock	939,618	$0.00	$0.00
Grant/Award	Common Stock, par value $0.0001 per share	939,618	$0.00	$0.00

Holdings After Transaction: Earnout Right to Common Stock — 0 contracts (Indirect, Critical Minerals Trust); Common Stock, par value $0.0001 per share — 15,550,262 shares (Indirect, Critical Minerals Trust)

Footnotes (3)

1. F1. Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.
2. F2. 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.
3. F3. See Remarks

Key Figures

Earnout shares exercised: 939,618 shares Common shares acquired: 939,618 shares Indirect holdings after transaction: 15,550,262 shares +4 more

7 metrics

Earnout shares exercised 939,618 shares Earnout Right to Common Stock exercised on May 15, 2026

Common shares acquired 939,618 shares Grant/award acquisition at $0.0000 per share

Indirect holdings after transaction 15,550,262 shares Common Stock held by Critical Minerals Trust following transactions

Exercise price of earnout $0.0000 per share Earnout Right to Common Stock conversion price

Earnout expiration date March 13, 2026 Expiration date of Earnout Right to Common Stock

Trigger Event II satisfaction date May 15, 2026 Date when Trigger Event II conditions were satisfied

Business combination closing date March 13, 2025 Date when right to additional shares became fixed

Key Terms

Earnout Right to Common Stock, Trigger Event II, business combination, Critical Minerals Trust, +1 more

5 terms

Earnout Right to Common Stock financial

"security_title: "Earnout Right to Common Stock""

Trigger Event II financial

"Trigger Event II was satisfied on May 15, 2026."

business combination financial

"became fixed and irrevocable upon the closing of the business combination on March 13, 2025."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Critical Minerals Trust financial

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

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.

FAQ

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

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

USA Rare Earth reported indirect acquisitions for director Mordechai Zev Gutnick. Critical Minerals Trust exercised an Earnout Right to Common Stock for 939,618 shares and received 939,618 common shares, all at a stated price of $0.0000 per share.

How many USA Rare Earth (USAR) shares are held after the reported Form 4 transactions?

After the transactions, 15,550,262 shares are reported as held indirectly. These common shares are held by Critical Minerals Trust and are attributed to director Mordechai Zev Gutnick through his role as trustee, subject to his beneficial ownership disclaimer.

What is the Earnout Right to Common Stock reported for USA Rare Earth (USAR)?

The Earnout Right to Common Stock was a derivative right for 939,618 shares. On May 15, 2026, that right was exercised at $0.0000 per share, converting into 939,618 common shares when conditions tied to Trigger Event II were met.

What triggered the USA Rare Earth (USAR) earnout shares reported on this Form 4?

Trigger Event II was satisfied on May 15, 2026. A footnote explains that the reporting person’s right to receive additional earnout shares became fixed and irrevocable at the business combination closing on March 13, 2025, and the trigger event later caused issuance.

How are Critical Minerals Trust holdings attributed on the USA Rare Earth (USAR) Form 4?

The reported securities are held directly by Critical Minerals Trust. Mordechai Gutnick is the trustee and reports the holdings indirectly, while disclaiming 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 05/15/2026 - 08:14 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)
05/15/2026

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	05/15/2026		A		939,618	A	(1)	15,550,262	I	Critical Minerals Trust(2)

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
Earnout Right to Common Stock	(3)	05/15/2026		M			939,618	(1)	03/13/2026	Common Stock, par value $0.0001 per share	939,618	(1)	0	I	Critical Minerals Trust(2)

Explanation of Responses:

1. Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.

2. 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.

3. See Remarks

Remarks:

On May 15, 2026, the reporting person became entitled to receive 939,618 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 939,618 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited.

	/s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick	05/15/2026
	** 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)