Director buys 1,300 USA Rare Earth (USAR) shares at $22.5994

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Carolyn Trabuco reported an open‑market purchase of company stock. On January 29, 2026, she acquired 1,300 shares of USA Rare Earth common stock at a weighted average price of $22.5994 per share.

Following this transaction, Trabuco directly owns 1,300 common shares. The filing notes the trade was executed in multiple lots, with the reported price reflecting the weighted average, and states that detailed trade information will be provided upon request to regulators, the issuer, or its shareholders.

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

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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).

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^*

Trabuco Carolyn

(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)
01/29/2026

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
Common Stock, par value $0.0001 per share	01/29/2026		P		1,300	A	$22.5994(1)	1,300	D

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. This transaction was executed in multiple trades. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for Carolyn Trabuco	01/29/2026
	** 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.

FAQ

What insider transaction did USA Rare Earth (USAR) report for Carolyn Trabuco?

USA Rare Earth reported that director Carolyn Trabuco acquired 1,300 common shares. The transaction occurred on January 29, 2026, in the open market, according to the Form 4, and is coded as a purchase of non-derivative common stock with direct ownership reported afterward.

At what price did Carolyn Trabuco buy USA Rare Earth (USAR) shares?

The filing reports a weighted average price of $22.5994 per share for Carolyn Trabuco’s purchase. It states the transaction was executed in multiple trades, and the average price reflects these individual trades, with full trade-by-trade details available upon request to the company or regulators.

How many USA Rare Earth (USAR) shares does Carolyn Trabuco own after this Form 4 transaction?

After the reported transaction, Carolyn Trabuco beneficially owns 1,300 USA Rare Earth common shares. The Form 4 shows these shares as directly owned, meaning they are not held through a separate entity or listed as indirect ownership in the reporting structure.

What type of security did Carolyn Trabuco trade in USA Rare Earth (USAR)?

The transaction involved USA Rare Earth common stock with a par value of $0.0001 per share. No derivative securities such as options or warrants are reported in the filing, and Table II for derivative securities is empty, indicating only common stock was involved.

Does the USA Rare Earth (USAR) Form 4 mention multiple trades for the director’s purchase?

Yes. The footnote explains the transaction was executed in multiple trades, and the reported $22.5994 price is a weighted average. It also notes that full information on the number of shares and individual trade prices will be provided upon request to authorized parties.