USA Rare Earth (USAR) director gains 11,211 shares via earnout trigger

Rhea-AI Filing Summary

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.

Insider Trade Summary

11,211 shares exercised/converted

Mixed 2 txns

Insider Kern Paul J

Role null

Type	Security	Shares	Price	Value
Exercise	Earnout Right to Common Stock	11,211	$0.00	--
Grant/Award	Common Stock, par value $0.0001 per share	11,211	$0.00	--

Holdings After Transaction: Earnout Right to Common Stock — 0 shares (Direct, null); Common Stock, par value $0.0001 per share — 190,246 shares (Direct, null)

Footnotes (1)

1. Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025. See Remarks

Key Figures

Shares granted: 11,211 shares Grant price: $0.00 per share Shares after transaction: 190,246 shares +2 more

5 metrics

Shares granted 11,211 shares Common stock grant at $0.00 per share on May 15, 2026

Grant price $0.00 per share Price for 11,211-share common stock grant

Shares after transaction 190,246 shares Total common shares directly held by Kern after Form 4

Earnout right exercised 11,211 shares Exercise of Earnout Right to Common Stock at $0.00

Derivative positions remaining 0 shares No remaining Earnout Right for this 11,211-share block

Key Terms

Earnout Right to Common Stock, Trigger Event II, business combination, derivative exercise/conversion

4 terms

Earnout Right to Common Stock financial

"security_title: "Earnout Right to Common Stock""

Trigger Event II financial

"Trigger Event II was satisfied on May 15, 2026."

business combination financial

"became fixed and irrevocable upon the closing of the business combination on March 13, 2025."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

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^*

Kern Paul J

(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)
05/15/2026

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	05/15/2026		A		11,211	A	(1)	190,246	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
Earnout Right to Common Stock	(2)	05/15/2026		M			11,211	(1)	03/13/2026	Common Stock, par value $0.0001 per share	11,211	(1)	0	D

Explanation of Responses:

1. Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.

2. See Remarks

Remarks:

On May 15, 2026, the reporting person became entitled to receive 11,211 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 22,423 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited.

	/s/ David Kronenfeld, attorney-in-fact for Paul J. Kern	05/15/2026
	** 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)

FAQ

What insider transaction did USA Rare Earth (USAR) report for Paul J. Kern?

USA Rare Earth director Paul J. Kern reported acquiring 11,211 common shares via an earnout-related grant. The shares were issued at $0.00 per share, increasing his direct holdings to 190,246 shares following the transaction.

How many USA Rare Earth (USAR) shares does Paul J. Kern hold after this Form 4?

After the reported transactions, Paul J. Kern directly holds 190,246 shares of USA Rare Earth common stock. This reflects the addition of 11,211 shares granted when an earnout condition, referred to as Trigger Event II, was satisfied.

What is the 11,211-share transaction for USA Rare Earth (USAR) on May 15, 2026?

On May 15, 2026, USA Rare Earth granted 11,211 common shares to director Paul J. Kern at $0.00 per share. The grant was tied to Trigger Event II under an earnout, converting an “Earnout Right to Common Stock” into actual shares.

How was the earnout right described in USA Rare Earth (USAR) director’s Form 4?

The Form 4 shows an “Earnout Right to Common Stock” for 11,211 underlying shares exercised at $0.00. Footnotes state Trigger Event II was satisfied May 15, 2026 and the right became fixed at the March 13, 2025 business combination closing.

Did Paul J. Kern sell any USA Rare Earth (USAR) shares in this Form 4?

The Form 4 reports only acquisition-type transactions for Paul J. Kern, not sales. He received 11,211 shares through a grant and exercised an associated earnout right, ending with 190,246 directly held shares and no remaining derivative right for this block.