USAR insider filing: Barbara Humpton receives 626,655 RSUs with 2026–2028 vesting

Rhea-AI Filing Summary

Barbara Humpton, the Chief Executive Officer and a director of USA Rare Earth, Inc. (USAR), was granted restricted stock units totaling 626,655 RSUs on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock at settlement, and the awards were reported on a Form 4 filed by an attorney-in-fact on 10/03/2025.

The grant is composed of three RSU awards of 250,662, 313,327, and 62,666 units. Two awards vest in three equal annual tranches of 33 1/3% on October 1, 2026, October 1, 2027 and October 1, 2028, while one award vests in two equal tranches of 50% on October 1, 2026 and October 1, 2027. If a scheduled vesting date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

Positive

• 626,655 RSUs granted aligns executive compensation with multi‑year performance/service
• Clear vesting schedule through 2028 provides predictable timing for retention incentives

Negative

• Potential dilution of 626,655 shares as RSUs settle over 2026–2028
• Vesting may be delayed if a vesting date falls in a closed trading window, deferring settlement

Insights

Compensation Analyst

CEO granted 626,655 RSUs with multi‑year vesting through 2028.

The reported Form 4 shows the CEO received three restricted stock unit awards totaling 626,655 RSUs on 10/01/2025, each convertible to one share at settlement. Two awards vest in three equal tranches on 10/01/2026, 10/01/2027 and 10/01/2028; one award vests in two equal tranches on 10/01/2026 and 10/01/2027.

This structure ties a significant portion of executive compensation to continued service through 2028 and creates a defined schedule for share issuance as RSUs settle. If vesting dates fall within a closed trading window, settlement will be deferred to the first open trading day per company policy.

Monitor: the specific vesting dates 10/01/2026, 10/01/2027 and 10/01/2028 for potential share issuances.

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

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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).

1. Name and Address of Reporting Person^*

Humpton Barbara

(Last) (First) (Middle)

100 W AIRPORT BLVD.

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

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)	(1)	10/01/2025		A		250,662(2)		(2)	(2)	Common Stock, par value $0.0001 per share	250,662	$0	250,662	D
Restricted Stock Units(1)	(1)	10/01/2025		A		313,327(2)		(2)	(2)	Common Stock, par value $0.0001 per share	313,327	$0	313,327	D
Restricted Stock Units(1)	(1)	10/01/2025		A		62,666(3)		(3)	(3)	Common Stock, par value $0.0001 per share	62,666	$0	62,666	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 in three equal tranches. 33 1/3% of the RSU will vest on October 1, 2026, October 1, 2027 and October 1, 2028, respectively. 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.

3. The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on October 1, 2026 and October 1, 2027, respectively. 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 Barbara Humpton	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.
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FAQ

What did USA Rare Earth (USAR) report on Form 4 for Barbara Humpton?

The Form 4 reports grants of 626,655 RSUs to Barbara Humpton on 10/01/2025, composed of awards of 250,662, 313,327, and 62,666 units.

When do the RSUs awarded to Barbara Humpton vest?

Two awards vest in three equal tranches on 10/01/2026, 10/01/2027, and 10/01/2028; one award vests in two equal tranches on 10/01/2026 and 10/01/2027.

How many shares will be issued when the RSUs settle?

Each RSU represents the right to receive one share, so settlement would result in issuance of up to 626,655 common shares if all RSUs vest and are settled.

Was the Form 4 filing signed and when?

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

Do vesting dates change if trading windows are closed?

Yes. If a vesting date falls during a closed trading window, vesting will occur on the first trading day of the next open window per the insider trading policy.