USA Rare Earth (USAR) director gains 30,483 shares via RSU exercises

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Paul J. Kern exercised equity awards to acquire additional common shares. On May 20, 2026, restricted stock units fully vested and were settled into common stock on a one-for-one basis, resulting in the acquisition of 30,483 shares of common stock. The transactions reflect the exercise and conversion of restricted stock units as part of equity compensation, with no open-market purchases or sales disclosed in this filing.

Insider Trade Summary

30,483 shares exercised/converted

Mixed 4 txns

Insider Kern Paul J

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

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.0001 per share — 197,234 shares (Direct, null)

Footnotes (1)

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 RSU exercises: 30,483 shares First RSU tranche converted: 12,284 shares Second RSU tranche converted: 18,199 shares +2 more

5 metrics

Shares acquired via RSU exercises 30,483 shares Total common stock received from RSU conversion on May 20, 2026

First RSU tranche converted 12,284 shares Restricted stock units settled into common stock

Second RSU tranche converted 18,199 shares Restricted stock units settled into common stock

Reference price per share $22.57 per share Transaction price per share shown for common stock

Remaining derivative RSUs 0 units RSU positions after exercises; derivative summary empty

Key Terms

Restricted Stock Units, Exercise or conversion of derivative security, Common Stock, par value $0.0001 per share, Form 4

4 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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:19 PM

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^*

Kern Paul J

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	05/20/2026		M		18,199	A	$22.57	197,234	D
Common Stock, par value $0.0001 per share	05/20/2026		M		12,284	A	$22.57	209,518	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/20/2026		M			18,199⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	18,199	$22.57	0	D
Restricted Stock Units	⁽¹⁾	05/20/2026		M			12,284⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	12,284	$22.57	0	D

Explanation of Responses:

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

2. 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 Paul J. Kern	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did USA Rare Earth (USAR) report for Paul J. Kern?

USA Rare Earth reported that director Paul J. Kern exercised vested restricted stock units, converting them into common shares. The Form 4 shows derivative exercises rather than open-market buying or selling, reflecting routine equity compensation activity for the director.

How many USA Rare Earth (USAR) shares did Paul J. Kern acquire?

Paul J. Kern acquired 30,483 shares of USA Rare Earth common stock through exercises of restricted stock units. The filing shows two tranches of 12,284 and 18,199 RSUs converting one-for-one into common shares on the same transaction date.

What type of securities did Paul J. Kern exercise at USA Rare Earth (USAR)?

He exercised restricted stock units that fully vested and settled into common stock. Each restricted stock unit represented the right to receive one share of USA Rare Earth common stock upon settlement, according to the footnotes in the Form 4 filing.

Did Paul J. Kern sell any USA Rare Earth (USAR) shares in this Form 4?

No, the Form 4 does not report any sales of USA Rare Earth shares. All reported transactions are coded as exercises or conversions of derivative securities, resulting in the acquisition of common stock rather than open-market disposals.

What was the reference price for Paul J. Kern’s USA Rare Earth (USAR) RSU exercises?

The transactions list a reference price of $22.57 per share for the common stock. This figure appears as the transaction price per share associated with the RSU exercises reported in the Form 4 filing on May 20, 2026.

Are any restricted stock units still outstanding for Paul J. Kern at USA Rare Earth (USAR)?

No restricted stock units remain outstanding in this filing for Paul J. Kern. The derivative entries show the RSU positions going to zero after conversion, and the derivative summary section lists no remaining derivative securities.