USA Rare Earth (USAR) director granted 2,548 RSUs vesting in 2026

Rhea-AI Filing Summary

Caulfield Thomas reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Thomas Caulfield received a grant of 2,548 restricted stock units as equity compensation. Each RSU represents one share of common stock and will fully vest on June 3, 2026, after which he will receive the underlying shares.

Following this grant, Caulfield holds 2,548 RSUs directly and 52,500 shares of common stock indirectly through The Thomas Caulfield Revocable Trust, reflecting both his new award and his existing indirect ownership position.

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

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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^*

Caulfield Thomas

(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)
03/19/2026

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								52,500	I	The Thomas Caulfield Revocable Trust

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)	03/19/2026		A		2,548(2)		(1)	(1)	Common Stock, par value $0.0001 per share	2,548	$0	2,548	D

Explanation of Responses:

1. The restricted stock unit ("RSU") will fully vest on June 3, 2026.

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

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Thomas Caulfield	03/23/2026
	** 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)

FAQ

What insider transaction did USA Rare Earth (USAR) report for Thomas Caulfield?

USA Rare Earth reported that director Thomas Caulfield received 2,548 restricted stock units as an equity award. These RSUs were granted at no cash cost and represent future common shares he will receive once the units vest on the specified vesting date.

When do Thomas Caulfield’s USA Rare Earth (USAR) RSUs vest?

The 2,548 restricted stock units granted to Thomas Caulfield fully vest on June 3, 2026. After this vesting date, each RSU will settle into one share of USA Rare Earth common stock, increasing his directly held share count accordingly at settlement.

How many USA Rare Earth (USAR) shares are tied to Thomas Caulfield’s new RSU grant?

The grant covers 2,548 restricted stock units, each representing one share of USA Rare Earth common stock. Once the RSUs vest and settle, Caulfield will receive 2,548 additional common shares, reflecting the full amount of this award if no forfeitures occur.

What are Thomas Caulfield’s reported USA Rare Earth (USAR) holdings after this filing?

After the reported transactions, Thomas Caulfield holds 2,548 restricted stock units directly and 52,500 USA Rare Earth common shares indirectly. The indirect shares are held through The Thomas Caulfield Revocable Trust, as disclosed, showing both his direct award and existing trust position.

Was Thomas Caulfield’s USA Rare Earth (USAR) RSU grant a market purchase or sale?

The Form 4 shows a grant of restricted stock units, not a market trade. The award is coded as an acquisition by grant, meaning Caulfield did not buy or sell shares in the open market but received equity compensation from the company.