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USA Rare Earth (USAR) awards deferred RSUs to Executive Chair

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

Rhea-AI Filing Summary

USA Rare Earth director and Executive Chair Michael Blitzer received two restricted stock unit awards covering 133,353 and 31,427 RSUs tied to common stock on July 19, 2026. These RSUs vest in three equal annual installments over three years and convert one-for-one into common shares, with settlement deferred until his separation from service, subject to certain acceleration events.

Positive

  • None.

Negative

  • None.
Insider BLITZER MICHAEL
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 133,353 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F2 31,427 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 164,780 shares (Direct)
Footnotes (2)
  1. F1. The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.
  2. F2. Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.
RSU grant size 1 133353.0000 units Restricted stock units awarded to Michael Blitzer on July 19, 2026
RSU grant size 2 31427.0000 units Additional restricted stock units awarded on July 19, 2026
Vesting schedule three equal tranches Vest on each of the first, second and third anniversaries of the grant date
Underlying common stock per RSU one (1) share Each RSU represents the right to receive one share of common stock at settlement
Restricted Stock Units financial
"The restricted stock units ("RSU") vest in three equal tranches"
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.
Executive Chair financial
"termination of the reporting person's position as the Issuer's Executive Chair"
An executive chair is the board chairperson who also takes an active, hands-on role in company management, typically working closely with the CEO and senior team to shape strategy and major decisions. For investors it matters because this blend of oversight and operational power can accelerate strategic moves and provide steady leadership—like a coach who also calls plays—but it can also concentrate authority and create governance or succession risks if too much depends on one person.
separation from service financial
"settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider equity awards did USA Rare Earth (USAR) report for Michael Blitzer?
Michael Blitzer received two restricted stock unit grants covering 133,353 and 31,427 RSUs tied to USA Rare Earth common stock. These awards represent equity compensation rather than open-market purchases or sales of existing shares.

How many restricted stock units did Michael Blitzer receive from USA Rare Earth (USAR)?
He was granted 133,353 restricted stock units and a separate grant of 31,427 restricted stock units. Each RSU is linked to one share of USA Rare Earth common stock, to be delivered at settlement after his separation from service.

What is the vesting schedule for Michael Blitzer’s USA Rare Earth (USAR) RSUs?
The RSUs vest in three equal tranches on the first, second and third anniversaries of the grant date. Vesting may accelerate if his role as Executive Chair ends in certain circumstances, or upon death or disability, as described in the report’s footnotes.

When will Michael Blitzer receive USA Rare Earth (USAR) shares from these RSUs?
Each RSU represents the right to receive one share of USA Rare Earth common stock, but settlement is deferred. The shares are delivered after his separation from service, rather than immediately upon vesting, according to the disclosure’s footnotes.

Do Michael Blitzer’s USA Rare Earth (USAR) RSU grants involve a purchase price?
The RSU awards were reported with a per-unit price of $0.0000, indicating they are compensation grants, not purchased securities. Blitzer is not paying cash for these units; instead they represent deferred stock-based compensation.
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*
BLITZER MICHAEL
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2026		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
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(1)07/19/2026A133,353(2) (1) (1)Common Stock, par value $0.0001 per share133,353$0133,353D
Restricted Stock Units(1)07/19/2026A31,427(2) (1) (1)Common Stock, par value $0.0001 per share31,427$031,427D
Explanation of Responses:
1. The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.
2. Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.
Remarks:
Exhibit 24
/s/ Derek Ching, attorney-in-fact for Michael Blitzer07/20/2026
** 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