USA Rare Earth director receives 1,482-share award

The award corresponds to board service from July 1, 2026 through September 30, 2026; reported holdings include direct shares and shares held through a revocable trust.

Rhea-AI Filing Summary

Thomas Caulfield reported acquisition or exercise transactions in this Form 4 filing. USA Rare Earth, Inc. director Thomas Caulfield was provided 1,482 shares of common stock on October 1, 2026, in lieu of board service compensation for July 1, 2026 through September 30, 2026. Following the reported transaction, he directly held 4,708 shares; his indirect holdings through The Thomas Caulfield Revocable Trust were 52,500 shares.

Insider Trade Summary

Grant/Award: 1,482 shares

Grant/Award 2 txns

Insider Caulfield Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $0.0001 per share F1	1,482	$0.00	$0.00
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 4,708 shares (Direct); Common Stock, par value $0.0001 per share — 52,500 shares (Indirect, The Thomas Caulfield Revocable Trust)

Footnotes (1)

1. F1. Common stock provided to the reporting person in lieu of board service compensation for the period July 1, 2026 through September 30, 2026.

Key Figures

Common shares provided: 1,482 shares Reported price per share: $0.0000 per share Direct common shares following transaction: 4,708 shares +1 more

4 metrics

Common shares provided 1,482 shares October 1, 2026; board service compensation for July 1, 2026 through September 30, 2026

Reported price per share $0.0000 per share Common stock provided on October 1, 2026

Direct common shares following transaction 4,708 shares Reported following the October 1, 2026 transaction

Indirect common shares through The Thomas Caulfield Revocable Trust 52,500 shares Reported on October 1, 2026

Key Terms

board service compensation, par value, Revocable Trust

3 terms

board service compensation financial

"in lieu of board service compensation"

par value financial

"Common Stock, par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Revocable Trust technical

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did USA Rare Earth director Thomas Caulfield receive?

Thomas Caulfield was provided 1,482 shares of common stock on October 1, 2026, in lieu of board service compensation for July 1, 2026 through September 30, 2026.

What were Thomas Caulfield's reported USAR holdings after the award?

Following the reported transaction, Thomas Caulfield directly held 4,708 shares of common stock, and his indirect holdings through The Thomas Caulfield Revocable Trust were 52,500 shares.

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

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Available on EDGAR 10/05/2026 - 08:48 PM Accepted by SEC EDGAR 10/05/2026 - 08:48 PM Learn about SEC filing dates

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)
10/01/2026

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	10/01/2026		A		1,482(1)	A	$0	4,708	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 July 1, 2026 through September 30, 2026.

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Thomas Caulfield	10/05/2026
	** 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)