[Form 4] USA Rare Earth, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Otto C. Schwethelm, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock, and the reported transaction shows 5,054 shares beneficially owned following the grant, held directly. The RSUs have an exercise/issue price of $0 and are scheduled to vest on 10/01/2026, although vesting is subject to the company’s Insider Trading Policy: if that vesting date falls in a closed trading window, settlement will occur on the first trading day of the next open window and remain subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 was signed by David Kronenfeld as attorney-in-fact for Mr. Schwethelm on 10/03/2025.

Positive

• 5,054 RSUs granted aligns director compensation with shareholder value
• Direct ownership of 5,054 shares disclosed transparently on Form 4

Negative

• None.

Insights

Compensation Analyst

Grant of 5,054 RSUs to a director ties pay to equity over one year.

The award is a typical equity retention grant: 5,054 RSUs with a 10/01/2026 vest date and $0 price mean the director will receive shares, not options, if vesting conditions are met.

This structure links director interests to share performance over the one-year vesting period and follows the issuer’s 2024 Omnibus Incentive Plan and Insider Trading Policy.

Corporate Governance Analyst

Director received a direct equity grant reported under Section 16.

The Form 4 records a routine, non-derivative grant to a Section 16 officer/director and discloses direct beneficial ownership of 5,054 shares after the grant.

The filing was executed by an attorney-in-fact on 10/03/2025, and vesting is conditional on trading-window rules, which is explicitly noted.

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^*

SCHWETHELM OTTO C

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OK 74075

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	$0	10/01/2025		A		5,054(1)		(2)	(2)	Common Stock, par value $0.0001 per share	5,054	$0	5,054	D

Explanation of Responses:

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

2. The restricted stock unit ("RSU") will vest on October 1, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for Otto C. Schwethelm	10/03/2025
	** 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.

FAQ

What did Otto C. Schwethelm report on the Form 4 for USAR?

He reported a grant of 5,054 restricted stock units (RSUs) on 10/01/2025, representing 5,054 common shares held directly after the grant.

When do the RSUs granted to the USAR director vest?

The RSUs are scheduled to vest on 10/01/2026, subject to the company’s Insider Trading Policy and applicable tax-law timing.

What price was reported for the RSU grant on the USAR Form 4?

The reported price for the RSUs is $0, consistent with a grant of units that convert to shares upon settlement.

Who signed the Form 4 filing for Otto C. Schwethelm?

The Form 4 was signed by David Kronenfeld, attorney-in-fact for Otto C. Schwethelm, on 10/03/2025.

How many shares does the director beneficially own after the transaction?

The Form 4 reports 5,054 shares beneficially owned following the reported RSU grant.