USA Rare Earth Inc SEC Filings

Michael Blitzer, Chairman of USA Rare Earth, Inc. (USAR), filed Form 4 reporting multiple equity and derivative transactions occurring in August 2025. The filing shows acquisitions of 2,091,849 common shares (conversion-related) and the acquisition of 18,199 and 12,284 restricted stock units that vest on May 20, 2026. The filing discloses that the Series A Preferred conversion price was reset from $12.00 to $7.00 and that Series A Preferred has no expiration. The Sponsor, Inflection Point Holdings II LLC, distributed 6,000,000 private placement warrants to members, of which 3,813,334 were distributed to Mr. Blitzer; subsequently, 3,813,334 warrants were reported sold at $5.70. The filing also shows a sale of 2,091,849 shares at $15.75. Mr. Blitzer is identified as a director and 10% owner and disclaims beneficial ownership of certain securities except any pecuniary interest.

USA Rare Earth, Inc. reported a Form 4 disclosing grants of restricted stock units to David Thomas Kronenfeld, the company's Chief Legal Officer and a director. The reporting shows three RSU awards, granted 08/13/2025, totaling 86,444 RSUs (27,298; 40,947; 18,199). Each RSU represents the right to receive one share of common stock on settlement. Vesting schedules differ: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; a second vests in three equal tranches on May 20 of 2026, 2027 and 2028; the third is fully vested with underlying shares to be released on May 20, 2026. All reported RSUs are shown as direct beneficial ownership.

Joshua Ballard, who is listed as Chief Executive Officer and a Director of USA Rare Earth, Inc. (ticker USAR), reported equity awards on 08/13/2025. The filing shows two restricted stock unit grants: one for 90,992 RSUs and another for 181,984 RSUs; each RSU converts to one share at settlement and both are reported as directly owned with a $0 grant price. The 90,992 RSU award vests in two equal tranches (50% on May 20, 2026 and 50% on May 20, 2027). The 181,984 RSU award vests in three equal tranches (one-third on May 20, 2026, 2027, and 2028). The form was signed by an attorney-in-fact on 08/15/2025.

USA Rare Earth (USAR) reported a Form 4 showing that William Robert Steele Jr., the company's Chief Financial Officer and a director, was granted 90,992 restricted stock units (RSUs) on 08/13/2025. Each RSU represents the right to receive one share of common stock upon settlement. The filing shows the RSUs are held directly by Steele and that 90,992 shares would be issued upon settlement. Portions of the award vest in scheduled tranches: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; the other vests in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028. If vesting falls in a closed trading window, vesting will occur on the first open trading day under the company policy.

Mordechai Zev Gutnick, a director of USA Rare Earth, Inc. (USAR), reported receipt of restricted stock units (RSUs). On 08/13/2025 he was granted 18,199 RSUs and 12,284 RSUs (total 30,483 RSUs), each representing the right to one share of common stock at settlement. The RSUs were reported as acquired and are held directly. The RSUs will fully vest on May 20, 2026, unless delayed to the next open trading window under the issuer's insider trading policy or adjusted for applicable tax rules and plan terms. The filing was signed by an attorney-in-fact.

Paul J. Kern, a director of USA Rare Earth, Inc., was granted restricted stock units. On 08/13/2025 Mr. Kern acquired 18,199 RSUs and 12,284 RSUs, each representing the right to receive one share of the issuer's common stock at settlement. The RSUs are recorded as directly beneficially owned following the transactions. The RSUs will fully vest on May 20, 2026, unless that date falls during a closed trading window under the issuer's insider trading policy, in which case vesting will occur on the first trading day of the next open trading window, subject to applicable tax and plan terms. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

Carolyn Trabuco, a director of USA Rare Earth, Inc. (ticker: USAR), received restricted stock units totaling 30,483 on 08/13/2025. The filing reports two grants: 18,199 RSUs and 12,284 RSUs, each representing the right to one share of common stock at settlement. The RSUs are direct holdings and will fully vest on May 20, 2026, except that if that date falls within a closed trading window the vesting will occur on the first trading day of the next open window, subject to tax and plan terms.

The Form 4 is signed by an attorney-in-fact for Ms. Trabuco on 08/15/2025. No exercise price applies and no derivative securities or sales are reported in this filing.

USA Rare Earth, Inc. director Otto C. Schwethelm reported two grants of restricted stock units on 08/13/2025. The filings show acquisitions (Transaction Code A) of 18,199 RSUs and 12,284 RSUs, each representing the right to one share of common stock on settlement. Following the reported transactions, Mr. Schwethelm beneficially owns 18,199 and 12,284 shares attributable to those awards, held directly. The RSUs will fully vest on May 20, 2026, but if that date falls within a closed trading window they will vest on the first trading day of the next open window, subject to tax-law timing and the company’s Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Schwethelm on 08/15/2025.

Tready Smith, a director of USA Rare Earth, Inc. (ticker shown as USAR), was granted restricted stock units on 08/13/2025 totaling 30,483 RSUs (18,199 RSUs and 12,284 RSUs). Each RSU represents the right to receive one share of common stock at settlement and the reported settlement price is $0. The RSUs will fully vest on May 20, 2026, subject to the company’s insider trading windows and applicable tax or plan rules. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, David Kronenfeld, on 08/15/2025.