USA Rare Earth CEO acquires 362,319-unit stock award

The awards vest in installments through October 1, 2029, subject to continued service; they vest in full upon a Good Leaver separation or on or after age 65.

Rhea-AI Filing Summary

USA Rare Earth, Inc. Chief Executive Officer Thrasyvoulos Moraitis reported two restricted stock unit award acquisitions on October 1, 2026: 108,696 and 362,319 units, listed as held indirectly through The Mithrastarios Trust. Footnotes state that he contributed those awards to the trust on October 5, 2026, changing the form of beneficial ownership. The awards vest in installments subject to continued service, with full vesting under stated Good Leaver or age-65 conditions. A separate holding entry lists 226,373 RSUs in the trust, granted September 3, 2026.

Insider Trade Summary

Grant/Award: 471,015 shares

Grant/Award 3 txns

Insider Moraitis Thrasyvoulos

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2	108,696	$0.00	$0.00
Grant/Award	Restricted Stock Units F3, F2	362,319	$0.00	$0.00
holding	Restricted Stock Units F4, F2	--	--	--

Holdings After Transaction: Restricted Stock Units — 697,388 contracts for 226,373 underlying shares (Indirect, The Mithrastarios Trust)

Footnotes (4)

1. F1. The restricted stock unit vests 1/2 on October 1, 2027 and 1/2 on October 1, 2028, subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 108,696 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.
2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
3. F3. The restricted stock unit vests 1/3 on October 1, 2027, 1/3 on October 1, 2028, and 1/3 on October 1, 2029 subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 362,319 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.
4. F4. The restricted stock unit vests upon obtaining age 65; however the underlying shares will be released to the reporting person in two equal tranches upon "separation from service" on or after age 65 or as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), and on the first anniversary of such separation. The award of 226,373 Restricted Stock Units was granted on September 3, 2026. The reporting person contributed 226,373 Restricted Stock Units to The Mithrastarios Trust on September 18, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect

Key Figures

Restricted stock units awarded: 108,696 units Restricted stock units awarded: 362,319 units Restricted stock units held indirectly: 226,373 units +2 more

5 metrics

Restricted stock units awarded 108,696 units Award acquisition reported for October 1, 2026

Restricted stock units awarded 362,319 units Award acquisition reported for October 1, 2026

Restricted stock units held indirectly 226,373 units Holding listed through The Mithrastarios Trust

First award vesting installment 1/2 of the award 108,696-unit award; vesting dates are October 1, 2027 and October 1, 2028

Second award vesting installment 1/3 of the award 362,319-unit award; vesting dates are October 1, 2027, October 1, 2028 and October 1, 2029

Key Terms

Restricted Stock Units, Good Leaver, Section 409A, beneficial ownership

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents the right to receive"

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.

Good Leaver regulatory

"separates from service as a "Good Leaver""

Section 409A regulatory

"subject to six-month delay under Section 409A"

beneficial ownership regulatory

"change in form of beneficial ownership from direct to indirect"

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 RSU awards did USAR CEO Thrasyvoulos Moraitis report?

He reported award acquisitions of 108,696 and 362,319 restricted stock units on October 1, 2026; both are listed as held indirectly through The Mithrastarios Trust. The footnotes say he contributed those awards to the trust on October 5, 2026, changing the form of beneficial ownership.

What are the vesting terms for USAR CEO Thrasyvoulos Moraitis’s RSU awards?

The 108,696-unit award vests in two equal halves on October 1, 2027 and October 1, 2028; the 362,319-unit award vests in thirds on October 1, 2027, October 1, 2028 and October 1, 2029. Both are subject to continued service, with full vesting upon separation as a Good Leaver, subject to a six-month delay under Section 409A, or on or after age 65.

How many RSUs does the USAR Form 4 list in the trust?

It lists 226,373 restricted stock units held indirectly through The Mithrastarios Trust. The award was granted on September 3, 2026, and contributed to the trust on September 18, 2026. The underlying shares are released in two equal tranches upon specified separation-from-service conditions and on the first anniversary of that separation.

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

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Available on EDGAR 10/05/2026 - 08:49 PM Accepted by SEC EDGAR 10/05/2026 - 08:48 PM 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^*

Moraitis Thrasyvoulos

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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)	10/01/2026		A		108,696(2)		(1)	(1)	Common Stock, par value $0.0001 per share	108,696(2)	$0	108,696	I	The Mithrastarios Trust(1)
Restricted Stock Units	(3)	10/01/2026		A		362,319(2)		(3)	(3)	Common Stock, par value $0.0001 per share	362,319(2)	$0	362,319	I	The Mithrastarios Trust(3)
Restricted Stock Units	(4)							(4)	(4)	Common Stock, par value $0.0001 per share	226,373(2)		226,373	I	The Mithrastarios Trust(4)

Explanation of Responses:

1. The restricted stock unit vests 1/2 on October 1, 2027 and 1/2 on October 1, 2028, subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 108,696 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

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

3. The restricted stock unit vests 1/3 on October 1, 2027, 1/3 on October 1, 2028, and 1/3 on October 1, 2029 subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 362,319 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

4. The restricted stock unit vests upon obtaining age 65; however the underlying shares will be released to the reporting person in two equal tranches upon "separation from service" on or after age 65 or as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), and on the first anniversary of such separation. The award of 226,373 Restricted Stock Units was granted on September 3, 2026. The reporting person contributed 226,373 Restricted Stock Units to The Mithrastarios Trust on September 18, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Thrasyvoulos Moraitis	10/05/2026
	** 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)