USA Rare Earth awards Valerie Jacob 14,493 stock units

The award's vesting is conditional on the Chief Legal Officer's continued service through September 7, 2027.

Rhea-AI Filing Summary

USA Rare Earth, Inc. Chief Legal Officer Valerie Jacob acquired 14,493 restricted stock units on October 1, 2026. The units are scheduled to vest on September 7, 2027, subject to her continued service through that date. Each unit represents the right to receive one share of common stock at settlement. Her reported direct RSU position following the award was 14,493 units.

Insider Trade Summary

Grant/Award: 14,493 shares

Grant/Award 1 txn

Insider Jacob Valerie

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2	14,493	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 14,493 contracts (Direct)

Footnotes (2)

1. F1. The restricted stock units ("RSUs") are scheduled to vest on September 7, 2027, subject to the reporting person's continued service through the vesting date.
2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

Restricted stock units awarded: 14,493 restricted stock units Common shares per restricted stock unit: 1 share Scheduled vesting date: September 7, 2027

3 metrics

Restricted stock units awarded 14,493 restricted stock units Awarded October 1, 2026

Common shares per restricted stock unit 1 share Right to receive at settlement

Scheduled vesting date September 7, 2027 Subject to continued service through the vesting date

Key Terms

restricted stock units, vest, settlement

3 terms

restricted stock units financial

"The restricted stock units ("RSUs") are scheduled to vest"

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.

vest financial

"are scheduled to vest on September 7, 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

settlement financial

"at settlement, one (1) share of the Issuer's common stock"

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

FAQ

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

How many RSUs did USAR Chief Legal Officer Valerie Jacob receive?

Valerie Jacob received 14,493 restricted stock units on October 1, 2026. Each unit represents the right to receive one share of USA Rare Earth's common stock at settlement.

When do Valerie Jacob's USAR RSUs vest?

The units are scheduled to vest on September 7, 2027, subject to her continued service through that date.

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^*

Jacob Valerie

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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

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)	10/01/2026		A		14,493		(1)	(1)	Common Stock, par value $0.0001 per share	14,493(2)	$0	14,493	D

Explanation of Responses:

1. The restricted stock units ("RSUs") are scheduled to vest on September 7, 2027, subject to the reporting person's continued service through the vesting date.

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

Remarks:

Exhibit 24

	/s/ Derek Ching, attorney-in-fact for Valerie Ford Jacob	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)