USA Rare Earth director exercises 30,483 RSUs

USA Rare Earth, Inc. director Carolyn Trabuco converted previously granted equity awards into common stock.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Carolyn Trabuco converted previously granted equity awards into common stock. On May 20, 2026, she exercised restricted stock units in two blocks of 12,284 and 18,199 units, receiving a total of 30,483 shares of common stock.

The filing describes these as derivative exercises rather than open-market purchases or sales. Footnotes state the restricted stock units fully vested on that date and that each unit entitled her to receive one share of common stock at settlement, reflecting routine compensation-related vesting.

Insider Trade Summary

30,483 shares exercised/converted

Exercise 4 txns

Insider Trabuco Carolyn

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,199	$22.57	$411K
Exercise	Restricted Stock Units	12,284	$22.57	$277K
Exercise	Common Stock, par value $0.0001 per share	18,199	$22.57	$411K
Exercise	Common Stock, par value $0.0001 per share	12,284	$22.57	$277K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.0001 per share — 31,783 shares (Direct)

Footnotes (2)

1. F1. The restricted stock unit fully vested on May 20, 2026.
2. F2. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

Total shares acquired via RSU exercise: 30,483 shares First RSU block converted: 12,284 units/shares Second RSU block converted: 18,199 units/shares +3 more

6 metrics

Total shares acquired via RSU exercise 30,483 shares Common stock received from RSU conversion on May 20, 2026

First RSU block converted 12,284 units/shares Restricted stock units settled into common stock

Second RSU block converted 18,199 units/shares Restricted stock units settled into common stock

Reported price per share $22.57 Price per share shown for related common stock entries

Exercise transactions count 2 exercises Exercise or conversion of derivative securities (RSUs)

Total exercise shares (summary) 30,483 shares ExerciseShares in transaction summary for M-code transactions

Key Terms

Restricted Stock Units, derivative security, Exercise or conversion of derivative security, Common Stock, par value $0.0001 per share, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock unit fully vested on May 20, 2026."

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.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Common Stock, par value $0.0001 per share financial

"security_title: Common Stock, par value $0.0001 per share"

restricted stock unit fully vested financial

"The restricted stock unit fully vested on May 20, 2026."

FAQ

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

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

USA Rare Earth reported that director Carolyn Trabuco exercised restricted stock units into common shares. On May 20, 2026, she converted previously granted equity awards into 30,483 shares of common stock as part of compensation-related vesting, not an open‑market trade.

How many USA Rare Earth (USAR) shares did Trabuco acquire in this Form 4?

Carolyn Trabuco acquired 30,483 USA Rare Earth common shares through RSU exercises. The Form 4 shows two transactions converting 12,284 and 18,199 restricted stock units, with each unit representing the right to receive one share of common stock at settlement.

Were Carolyn Trabuco’s USA Rare Earth (USAR) transactions open-market buys or sells?

The transactions were not open-market buys or sells. The Form 4 classifies them as exercises or conversions of derivative securities, specifically restricted stock units that vested and settled into common stock as part of her equity compensation on May 20, 2026.

What type of derivative security did USA Rare Earth (USAR) convert in this Form 4?

The derivative securities were restricted stock units. The filing notes each restricted stock unit represented the right to receive one share of USA Rare Earth common stock at settlement, and that the units fully vested on May 20, 2026 before being converted.

What was the reported price per share in Trabuco’s USA Rare Earth (USAR) transactions?

The Form 4 shows a transaction price of $22.57 per share. This figure is reported for both non-derivative common stock lines related to the RSU exercises, providing the reference price used in the filing for the settlement of the restricted stock units.

Do the USA Rare Earth (USAR) Form 4 transactions indicate any remaining RSU derivative position?

The filing indicates no remaining restricted stock units after these transactions. The derivative entries show zero units following the exercises, and the derivative summary is empty, suggesting the reported RSU awards were fully settled into common stock on May 20, 2026.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:19 PM EDT 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^*

Trabuco Carolyn

(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)
05/20/2026

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	05/20/2026		M		18,199	A	$22.57	19,499	D
Common Stock, par value $0.0001 per share	05/20/2026		M		12,284	A	$22.57	31,783	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
Restricted Stock Units	(1)	05/20/2026		M			18,199(2)	(1)	(1)	Common Stock, par value $0.0001 per share	18,199	$22.57	0	D
Restricted Stock Units	(1)	05/20/2026		M			12,284(2)	(1)	(1)	Common Stock, par value $0.0001 per share	12,284	$22.57	0	D

Explanation of Responses:

1. The restricted stock unit fully vested on May 20, 2026.

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

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for Carolyn Trabuco	05/21/2026
	** 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)