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USA Rare Earth (USAR) CFO exercises RSUs and has shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

USA Rare Earth, Inc. Chief Financial Officer William Robert Steele Jr reported equity compensation activity involving restricted stock units and common stock. On May 20, 2026, he exercised derivative awards to acquire a total of 75,827 shares of common stock at an indicated price of $22.57 per share. On May 21, 2026, the company withheld 33,825 shares of common stock, valued at $22.57 per share, to cover tax obligations, a non‑market disposition under Rule 16b‑3(e). Following these transactions, Steele directly owned 42,002 common shares. Footnotes indicate the related restricted stock units vest in scheduled tranches between May 20, 2026 and May 20, 2028, each unit settling into one share of common stock at vesting.

Positive

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Negative

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Insider Steele William Robert Jr
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock, par value $0.0001 per share 33,825 $22.57 $763K
Exercise Restricted Stock Units 45,496 $22.57 $1.03M
Exercise Restricted Stock Units 30,331 $22.57 $685K
Exercise Common Stock, par value $0.0001 per share 45,496 $22.57 $1.03M
Exercise Common Stock, par value $0.0001 per share 30,331 $22.57 $685K
Holdings After Transaction: Restricted Stock Units — 106,157 shares (Direct); Common Stock, par value $0.0001 per share — 42,002 shares (Direct)
Footnotes (4)
  1. F1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
  2. F2. The restricted stock unit vests in two equal tranches on May 20, 2026 and May 20, 2027.
  3. F3. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
  4. F4. The restricted stock unit vests in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively.
Shares acquired via RSU exercise 75,827 shares Common stock acquired on May 20, 2026 through RSU exercises at $22.57
Shares withheld for taxes 33,825 shares Tax-withholding disposition on May 21, 2026 at $22.57 per share
Shares held after transactions 42,002 shares Direct common stock ownership following reported Form 4 activity
Indicated share price $22.57 per share Price associated with both RSU exercises and tax-withholding shares
RSU vesting schedule 2–3 annual tranches Footnotes show tranches vesting on May 20, 2026–2028 for certain RSUs
Restricted Stock Units financial
"The restricted stock unit vests in two equal tranches on May 20, 2026 and May 20, 2027."
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.
Rule 16b-3(e) regulatory
"Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e)."
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for the F-code transaction."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for the M-code transactions."
vesting financial
"The restricted stock unit vests in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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FAQ

What insider transactions did USA Rare Earth (USAR) report for its CFO?
USA Rare Earth CFO William Robert Steele Jr exercised restricted stock units into 75,827 common shares, then had 33,825 shares withheld to satisfy taxes. These transactions reflect equity compensation mechanics rather than open‑market buying or selling of USAR stock.

Did the USA Rare Earth (USAR) CFO buy or sell shares on the open market?
The filing does not show open‑market purchases or sales. It reports exercises of restricted stock units and a tax‑withholding disposition, where 33,825 shares were withheld by the issuer to cover tax obligations under Rule 16b‑3(e), not sold into the market.

How many USA Rare Earth (USAR) shares does the CFO hold after these transactions?
After exercising restricted stock units and the associated tax‑withholding event, CFO William Robert Steele Jr directly holds 42,002 shares of USA Rare Earth common stock. This figure reflects his reported ownership immediately following the disclosed Form 4 transactions.

What price per share is associated with the USA Rare Earth (USAR) CFO’s transactions?
The reported transactions reference a price of $22.57 per share for the common stock. This price is used both for the RSU-related acquisitions and for valuing the 33,825 shares withheld to satisfy tax obligations tied to the vesting of those awards.

How are the USA Rare Earth (USAR) restricted stock units structured for the CFO?
Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Footnotes state that certain RSU grants vest in equal tranches on May 20, 2026 and May 20, 2027, and others in three tranches through May 20, 2028.

What does tax-withholding disposition mean in the USA Rare Earth (USAR) Form 4?
Tax-withholding disposition means shares are withheld by the company to pay income taxes due on vested awards. In this case, 33,825 USA Rare Earth shares were withheld from the CFO’s vested stock, under Rule 16b‑3(e), instead of being sold in the open market.
SEC Form 4
FORM 4UNITED 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*
Steele William Robert Jr
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share05/20/2026M45,496A$22.5745,496D
Common Stock, par value $0.0001 per share05/20/2026M30,331A$22.5775,827D
Common Stock, par value $0.0001 per share05/21/2026F33,825(1)D$22.5742,002D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/20/2026M45,496(3) (2) (2)Common Stock, par value $0.0001 per share45,496$22.5745,496D
Restricted Stock Units(4)05/20/2026M30,331(3) (4) (4)Common Stock, par value $0.0001 per share30,331$22.5760,661D
Explanation of Responses:
1. Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).
2. The restricted stock unit vests in two equal tranches on May 20, 2026 and May 20, 2027.
3. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
4. The restricted stock unit vests in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively.
Remarks:
/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.05/21/2026
** Signature of Reporting PersonDate
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