USA Rare Earth Inc Form 4 Filings

USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Moraitis Thrasyvoulos reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. (USAR) reported that President and director Moraitis Thrasyvoulos received two awards of restricted stock units on September 3, 2026. One award covers 216,541 RSUs that vest in tranches through December 31, 2027, and a second award covers 226,373 RSUs that vest based on reaching age 65 and separation from service. Each RSU represents the right to receive one share of common stock at settlement, and after these awards he holds 2,080,059 shares of common stock directly.

USA Rare Earth, Inc. (USAR) reported that a director, as the reporting person, received a grant of 2,059 Restricted Stock Units (RSUs) on August 19, 2026. The RSUs carry a grant/award acquisition code and a stated price of $0.00 per unit. According to the terms, the RSUs will vest 1 year from the grant date, and each RSU represents the right to receive one share of USA Rare Earth common stock upon settlement. Following this grant, the reporting person holds 2,059 RSUs directly.

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.

Caulfield Thomas reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Thomas Caulfield reported equity compensation and his related holdings. He received 271 shares of common stock at $0.0000 per share as board service compensation for the period from June 3, 2026 through June 30, 2026. After this grant, he directly owns 3,226 common shares, and an additional 52,500 common shares are held indirectly through The Thomas Caulfield Revocable Trust.

USA Rare Earth, Inc. director Carolyn Trabuco reported an open-market sale of 13,000 shares of Common Stock at a weighted average price of $22.768 per share. Following this transaction, she directly holds 18,783 shares.

A footnote explains that 1,300 of the sold shares are matchable under Section 16(b) with a prior purchase of 1,300 shares at $22.5994 per share on January 29, 2025. She has agreed to pay $208.34, representing the full short-swing profit (less transaction costs), back to USA Rare Earth upon settlement.

Trabuco Carolyn reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Carolyn Trabuco received a grant of 6,438 restricted stock units. These RSUs represent future rights to receive an equal number of common shares and reflect equity-based compensation rather than an open-market purchase.

The award will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, anticipated to occur on or about June 2, 2027. Following this grant, Trabuco’s directly held RSU-related position reported in this filing totals 6,438 units.

Senft Michael F reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Michael F. Senft received a grant of 6,438 restricted stock units. These RSUs were awarded at no cash cost and each unit represents the right to receive one share of common stock at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 Annual Meeting, which is anticipated to occur on or about June 2, 2027, after which the underlying shares can be delivered.

SCHWETHELM OTTO C reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Otto C. Schwethelm received a grant of 6,438 restricted stock units. Each unit represents one share of common stock to be delivered at settlement. The award will fully vest on the earlier of one year from the grant date or the 2027 annual meeting, anticipated on or about June 2, 2027.

USA Rare Earth, Inc. director Thomas Caulfield reported equity awards and holdings updates. He received 6,438 restricted stock units as board service compensation for the period from March 19, 2026 through June 2, 2026, with each unit convertible into one common share. On March 19, 2026 these RSUs were granted and vested in full on June 3, 2026, and 2,548 units were exercised into common stock at a conversion price of $0.00 per share, bringing his directly held common shares to 2,955. He also received a separate grant of 407 common shares, and holds 52,500 common shares indirectly through The Thomas Caulfield Revocable Trust. One RSU grant will fully vest on the earlier of one year from grant or the 2027 annual meeting, anticipated around June 2, 2027.

BLITZER MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that director Michael Blitzer received a grant of 6,438 restricted stock units on June 3, 2026. These units will fully vest on the earlier of one year from the grant date or the company’s 2027 annual meeting, which is anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. Following this grant, Blitzer’s reported holdings from this award total 6,438 restricted stock units.

USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings. He exercised previously granted restricted stock units that converted into a total of 30,483 shares of common stock at a conversion price of $0.00 per share, increasing his direct ownership to 877,983 common shares. The restricted stock units were granted on August 13, 2025 and vested in full on May 20, 2026, converting into common stock on a one-for-one basis. Separately, 3,125,000 common shares are held indirectly by Inflection Point Holdings II LLC, where Blitzer is the sole managing member but disclaims beneficial ownership beyond any pecuniary interest.

USA Rare Earth, Inc. Chief Financial Officer William Robert Steele Jr reported equity compensation activity involving restricted stock units and common stock. On May 20, 2026, he exercised derivative awards to acquire a total of 75,827 shares of common stock at an indicated price of $22.57 per share. On May 21, 2026, the company withheld 33,825 shares of common stock, valued at $22.57 per share, to cover tax obligations, a non‑market disposition under Rule 16b‑3(e). Following these transactions, Steele directly owned 42,002 common shares. Footnotes indicate the related restricted stock units vest in scheduled tranches between May 20, 2026 and May 20, 2028, each unit settling into one share of common stock at vesting.

USA Rare Earth, Inc. director Paul J. Kern exercised equity awards to acquire additional common shares. On May 20, 2026, restricted stock units fully vested and were settled into common stock on a one-for-one basis, resulting in the acquisition of 30,483 shares of common stock. The transactions reflect the exercise and conversion of restricted stock units as part of equity compensation, with no open-market purchases or sales disclosed in this filing.

USA Rare Earth, Inc. director Michael F. Senft exercised restricted stock unit awards into common stock. On May 20, 2026, RSUs covering a total of 30,483 shares vested and were converted into common shares, with no sales reported. Following these transactions, he holds 30,483 common shares directly.

USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired a total of 30,483 shares of common stock at $22.57 per share through two exercises of 12,284 and 18,199 shares. The related restricted stock units fully vested on May 20, 2026 and now show zero remaining balance. Following these transactions, he holds 30,483 common shares directly and an additional 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.

USA Rare Earth, Inc. director Otto C. Schwethelm exercised restricted stock units that fully vested on May 20, 2026, receiving a total of 30,483 shares of common stock. These awards converted at a reference price of $22.57 per share, and the underlying RSU balances were reduced to zero, with no shares sold in these transactions.

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.

USA Rare Earth, Inc. director Paul J. Kern reported acquiring shares through an earnout arrangement. On May 15, 2026, he received a grant of 11,211 shares of common stock at a price of $0.00 per share. This was tied to the satisfaction of “Trigger Event II,” with his right to these additional shares having become fixed upon the closing of the business combination on March 13, 2025. After these transactions, Kern directly holds 190,246 shares of common stock and no remaining “Earnout Right to Common Stock” derivatives related to this block.

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. Critical Minerals Trust, of which he is trustee, exercised an Earnout Right to Common Stock for 939,618 shares at a price of $0.0000 per share and received an equal number of common shares.

Following these transactions, the trust holds 15,550,262 shares of common stock indirectly attributed to Gutnick. A footnote states that Trigger Event II was satisfied on May 15, 2026, and that the right to receive additional shares became fixed upon the business combination closing on March 13, 2025. Gutnick disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest.

USA Rare Earth, Inc. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026. The acquisition reflects a grant/award and the exercise of an earnout right at $0.00 per share, rather than an open-market purchase.

The earnout right to common stock for 939,618 underlying shares was exercised after "Trigger Event I" was satisfied on April 15, 2026, following rights that became fixed upon closing of a business combination on March 13, 2025. After these transactions, Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly for the benefit associated with Mordechai Zev Gutnick, who disclaims beneficial ownership except to the extent of his pecuniary interest.

USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. On April 15, 2026, the Critical Minerals Trust, for which he serves as trustee, received 939,618 shares of common stock at $0.0000 per share when an earnout right was exercised following satisfaction of “Trigger Event I.”

The earnout right to receive these shares, which became fixed upon the closing of the business combination on March 13, 2025, was exercised for the same 939,618 underlying shares, leaving no remaining derivative position. Following the grant, the trust held 14,610,644 shares of common stock indirectly. Mr. Gutnick disclaims beneficial ownership of securities held by the Critical Minerals Trust except to the extent of his pecuniary interest.

USA Rare Earth, Inc. director Paul J. Kern reported compensation-related equity activity. On April 15, 2026 he received a grant of 11,211 shares of common stock at no cost, linked to an earnout right. This reflected satisfaction of “Trigger Event I” after a prior business combination.

The same 11,211 shares were delivered through the exercise of an earnout right to common stock. Following these non‑market transactions, Kern directly holds 179,035 shares of common stock.

Steele William Robert Jr reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that Chief Financial Officer William Robert Steele Jr received a grant of 63,493 restricted stock units. Each unit represents one share of common stock, so this award ties his compensation to the company’s future share performance.

The RSUs will vest in three equal tranches of 33 1/3% on March 1, 2027, March 1, 2028, and March 1, 2029. Steele will only receive the underlying shares of common stock as each portion vests and settles over this three-year schedule.

Caulfield Thomas reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. director Thomas Caulfield received a grant of 2,548 restricted stock units as equity compensation. Each RSU represents one share of common stock and will fully vest on June 3, 2026, after which he will receive the underlying shares.

Following this grant, Caulfield holds 2,548 RSUs directly and 52,500 shares of common stock indirectly through The Thomas Caulfield Revocable Trust, reflecting both his new award and his existing indirect ownership position.

Jacob Valerie reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that Chief Legal Officer Jacob Valerie received a grant of 35,244 restricted stock units on March 17, 2026 as equity compensation. Following this award, he holds 35,244 RSUs.

The RSUs vest in two stages: one-third on March 17, 2027 and the remaining two-thirds on September 17, 2027, under the company’s 2024 Omnibus Incentive Plan and Insider Trading Policy. Each RSU represents one share of common stock to be delivered at settlement.

Kronenfeld David Thomas reported multiple insider transaction types in a Form 4 filing for USAR. The filing lists transactions totaling 6,977 shares at a weighted average price of $21.50 per share. Following the reported transactions, holdings were 76,374 shares.

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.

USA Rare Earth, Inc. director Michael Blitzer reported buying 100,000 shares of common stock on January 29, 2026 at a weighted average price of $21.4386 per share. The trade was executed in multiple transactions between $21.32 and $21.49.

Following this purchase, Blitzer directly owns 847,500 USA Rare Earth shares. He also reports indirect beneficial ownership of 3,125,000 shares held by Inflection Point Holdings II LLC, where he is the sole managing member, while disclaiming beneficial ownership except to the extent of any pecuniary interest.

Michael Blitzer, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU converts to one share of the issuer's common stock at settlement and the grant price is listed as $0. The RSUs vest on 10/01/2026, but if that date falls in a closed trading window they will vest on the first trading day of the next open window, subject to tax and plan rules. The Form 4 was signed on 10/03/2025.

USA Rare Earth, Inc. (USAR) director Mordechai Zev Gutnick was awarded 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU converts to one share of common stock at settlement. The RSUs are reported as 5,054 shares beneficially owned following the grant and are held directly. The RSUs vest on 10/01/2026, or the next open Trading Day if that date falls within a closed trading window, subject to tax and plan terms. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

USA Rare Earth (USAR) disclosed an insider equity award. Director Michael F. Senft reported a grant of 5,054 restricted stock units on 10/01/2025 at a price of $0.

Each RSU represents the right to receive one share of common stock at settlement. The RSUs will vest on October 1, 2026, or if that date falls during a closed trading window under the company’s Insider Trading Policy, on the first trading day of the next open window, subject to applicable tax rules and the Amended and Restated 2024 Omnibus Incentive Plan. Following the grant, 5,054 derivative securities were beneficially owned, held in direct form.

USA Rare Earth (USAR): Director Carolyn Trabuco reported an equity award on a Form 4. She received 5,054 restricted stock units (RSUs) on October 1, 2025 at a price of $0 per unit. Each RSU represents the right to receive one share of common stock at settlement.

The RSUs are scheduled to vest on October 1, 2026, or on the first trading day of the next open window under the company’s Insider Trading Policy, pursuant to the Amended and Restated 2024 Omnibus Incentive Plan.

USA Rare Earth, Inc. (USAR) director reported an equity award of 5,054 restricted stock units on October 1, 2025.

Each RSU represents the right to receive one share of common stock at settlement. The RSUs vest on October 1, 2026, or on the first trading day of the next open trading window if that date falls during a closed window, pursuant to the company’s Amended and Restated 2024 Omnibus Incentive Plan. The derivative security price is $0, and 5,054 derivative securities were beneficially owned after the transaction, held directly.

USA Rare Earth (USAR) disclosed a director equity award. On 10/01/2025, a reporting person serving as a Director received 5,054 restricted stock units (RSUs) at a price of $0 per unit. Each RSU represents the right to receive one share of common stock upon settlement.

The RSUs are scheduled to vest on October 1, 2026. If that date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to applicable tax rules and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. Following the reported transaction, 5,054 derivative securities were beneficially owned, held directly.

Otto C. Schwethelm, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock, and the reported transaction shows 5,054 shares beneficially owned following the grant, held directly. The RSUs have an exercise/issue price of $0 and are scheduled to vest on 10/01/2026, although vesting is subject to the company’s Insider Trading Policy: if that vesting date falls in a closed trading window, settlement will occur on the first trading day of the next open window and remain subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 was signed by David Kronenfeld as attorney-in-fact for Mr. Schwethelm on 10/03/2025.

Barbara Humpton, the Chief Executive Officer and a director of USA Rare Earth, Inc. (USAR), was granted restricted stock units totaling 626,655 RSUs on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock at settlement, and the awards were reported on a Form 4 filed by an attorney-in-fact on 10/03/2025.

The grant is composed of three RSU awards of 250,662, 313,327, and 62,666 units. Two awards vest in three equal annual tranches of 33 1/3% on October 1, 2026, October 1, 2027 and October 1, 2028, while one award vests in two equal tranches of 50% on October 1, 2026 and October 1, 2027. If a scheduled vesting date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

USA Rare Earth, Inc. reported an insider equity award to its Chief Financial Officer, William Robert Steele, Jr. The filing shows an award of 62,666 restricted stock units (RSUs), each representing the right to one share of common stock. The RSUs were granted on 10/01/2025 and are reflected as a direct beneficial holding of 62,666 shares following the grant.

The RSUs vest in two equal tranches: 50% on 10/01/2026 and 50% on 10/01/2027. If a vesting date falls during a closed trading window under the company policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

Form 4 disclosure for USA Rare Earth, Inc. (USAR) shows pro rata, no-consideration distributions of common stock by two Bayshore-related entities on 09/15/2025. Bayshore Rare Earths II, LLC distributed 5,904,264 shares and Bayshore Rare Earths, LLC distributed 1,811,814 shares to their members under their LLC agreements. Following those distributions, certain related entities and individuals hold specified amounts: 59,011 shares to Bayshore, 326,318 to Bayshore MGR, 123,711 to BPF II GP, and 117,473 to Tready Smith. Bayshore Capital Advisors, LLC serves as adviser and the filings clarify voting and dispositive control arrangements and disclaimers of beneficial ownership by Ms. Smith, with the disclosures relying on Rule 16a-13 exemption for changes in form of ownership.

Michael Blitzer and affiliated entities disclosed a pro rata distribution of common stock in USA Rare Earth, Inc. (USAR). On 09/15/2025 Inflection Point Holdings II LLC (the Sponsor) distributed an aggregate of 3,125,000 shares of common stock to its members for no consideration, with 747,500 shares distributed to Michael Blitzer and 562,500 shares distributed to Inflection Point Fund I, LP. The transaction is reported as Code J, a change in form of beneficial ownership, and was exempt under Rule 16a-13. Mr. Blitzer is identified as the sole Managing Member of the Sponsor and Chairman of the issuer's board and disclaims beneficial ownership except to the extent of any pecuniary interest.

Paul J. Kern, a director of USA Rare Earth, Inc. (USAR), received a pro rata distribution of common stock on 03/13/2025. The Form 4 shows he acquired 4,699 shares via transaction code J(1) and, after the distribution, beneficially owned 167,824 shares. The distribution was from Bayshore Rare Earths II, LLC, in which the reporting person is identified as a limited partner. The filing was executed by an attorney-in-fact and signed on 09/16/2025.