USA Rare Earth (USAR) director Thomas Caulfield receives 271-share board compensation grant

Rhea-AI Filing Summary

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

USA Rare Earth, Inc. director Thomas Caulfield reported equity compensation and his related holdings. He received 271 shares of common stock at $0.0000 per share as board service compensation for the period from June 3, 2026 through June 30, 2026. After this grant, he directly owns 3,226 common shares, and an additional 52,500 common shares are held indirectly through The Thomas Caulfield Revocable Trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Caulfield Thomas

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.0001 per share	271	$0.00	--
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 3,226 shares (Direct, null); Common Stock, par value $0.0001 per share — 52,500 shares (Indirect, The Thomas Caulfield Revocable Trust)

Footnotes (1)

1. [object Object]

Key Figures

Board compensation grant: 271 shares Grant price per share: $0.0000 per share Direct holdings after grant: 3,226 shares +1 more

4 metrics

Board compensation grant 271 shares Common stock granted for board service June 3–30, 2026

Grant price per share $0.0000 per share Price for 271-share board compensation award

Direct holdings after grant 3,226 shares USA Rare Earth common stock held directly by Caulfield

Indirect trust holdings 52,500 shares Common stock held via The Thomas Caulfield Revocable Trust

Key Terms

Grant, award, or other acquisition, Common Stock, par value $0.0001 per share, Revocable Trust

3 terms

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Stock, par value $0.0001 per share financial

"security_title: Common Stock, par value $0.0001 per share"

Revocable Trust financial

"nature_of_ownership: The Thomas Caulfield Revocable Trust"

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 07:16 PM Accepted by SEC EDGAR 07/07/2026 - 07:15 PM Learn about SEC filing dates

FAQ

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

Thomas Caulfield reported receiving 271 shares of USA Rare Earth common stock as compensation for board service. The shares were granted at $0.0000 per share for service between June 3, 2026 and June 30, 2026.

How many USA Rare Earth (USAR) shares did Thomas Caulfield receive as compensation?

Thomas Caulfield received 271 shares of USA Rare Earth common stock. The grant was provided in lieu of cash board service compensation for the period from June 3, 2026 through June 30, 2026, at a stated price of $0.0000 per share.

What are Thomas Caulfield’s direct share holdings in USA Rare Earth (USAR) after this Form 4?

After the reported grant, Thomas Caulfield directly holds 3,226 shares of USA Rare Earth common stock. This total includes the 271-share award reported in the filing, which was granted as board service compensation for June 2026.

Does Thomas Caulfield have indirect ownership of USA Rare Earth (USAR) shares?

Yes. The filing shows 52,500 USA Rare Earth common shares held indirectly through The Thomas Caulfield Revocable Trust. This is in addition to his directly held 3,226 shares following the June 2026 board compensation grant.

What is the nature of the 271-share grant to Thomas Caulfield at USA Rare Earth (USAR)?

The 271 shares were granted as common stock compensation in lieu of cash for Thomas Caulfield’s board service. The compensation covers the period from June 3, 2026 through June 30, 2026 and is recorded at a price of $0.0000 per share.

Is the Thomas Caulfield Form 4 for USAR a market purchase or a compensation grant?

The Form 4 reflects a compensation grant, not a market purchase. Thomas Caulfield received 271 common shares at $0.0000 per share as board service compensation for the June 3–30, 2026 period, increasing his direct holdings to 3,226 shares.

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^*

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)
07/07/2026

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	07/07/2026		A		271(1)	A	$0	3,226	D
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

Explanation of Responses:

1. Common stock provided to the reporting person in lieu of board service compensation for the period June 3, 2026 through June 30, 2026.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Thomas Caulfield	07/07/2026
	** 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)