USA Rare Earth (USAR) director converts 30,483 restricted stock units into common shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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.

Insider Trade Summary

30,483 shares exercised/converted

Mixed 4 txns

Insider Senft Michael F

Role null

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 shares (Direct, null); Common Stock, par value $0.0001 per share — 18,199 shares (Direct, null)

Footnotes (1)

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

Key Figures

RSUs converted (lot 1): 12,284 shares RSUs converted (lot 2): 18,199 shares Total RSUs exercised: 30,483 shares +2 more

5 metrics

RSUs converted (lot 1) 12,284 shares Common stock received from RSU conversion on May 20, 2026

RSUs converted (lot 2) 18,199 shares Common stock received from RSU conversion on May 20, 2026

Total RSUs exercised 30,483 shares Exercise or conversion of derivative securities reported in transaction summary

Shares owned after transactions 30,483 shares Common stock beneficially owned directly after May 20, 2026 events

Transaction price per share $22.57 per share Price per share reported for the non-derivative entries

Key Terms

Restricted Stock Units, derivative security, beneficially owned, exercise or conversion

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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.

beneficially owned financial

"total_shares_following_transaction field indicates shares beneficially owned after transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

exercise or conversion financial

"transaction_action: "derivative exercise/conversion" for RSU settlements"

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:19 PM

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^*

Senft Michael F

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	05/20/2026		M		18,199	A	$22.57	18,199	D
Common Stock, par value $0.0001 per share	05/20/2026		M		12,284	A	$22.57	30,483	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 Michael F. Senft	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did USA Rare Earth (USAR) director Michael F. Senft report in this Form 4?

Michael F. Senft reported the vesting and settlement of restricted stock units into USA Rare Earth common stock. RSUs converted into 30,483 shares of common stock on May 20, 2026, with no sales disclosed, increasing his directly held equity stake.

How many USA Rare Earth (USAR) shares did Michael F. Senft acquire in the reported transactions?

He acquired 30,483 shares of USA Rare Earth common stock through RSU conversions. The filing shows two non-derivative entries for 12,284 and 18,199 shares that together reflect the total shares received upon vesting and settlement of the restricted stock units.

What type of securities were involved in Michael F. Senft’s USA Rare Earth (USAR) Form 4 filing?

The filing involves restricted stock units that settled into common stock. Each restricted stock unit represented the right to receive one share of USA Rare Earth common stock upon settlement, and these units fully vested and were converted on May 20, 2026.

Did Michael F. Senft sell any USA Rare Earth (USAR) shares in this Form 4?

No share sales were reported in this Form 4. The transactions are coded as derivative exercises (M), reflecting conversion of restricted stock units into common shares, with the transaction summary showing zero sell transactions and no tax-withholding dispositions.

How many USA Rare Earth (USAR) shares does Michael F. Senft hold after these transactions?

After these transactions, he holds 30,483 USA Rare Earth common shares directly. The filing’s non-derivative section lists this amount as the total shares beneficially owned following the RSU conversions reported on May 20, 2026.

Were any restricted stock units remaining for Michael F. Senft after the USA Rare Earth (USAR) Form 4 events?

No restricted stock units appear to remain after these events. The derivative entries for the RSUs show zero units following the transactions, and the derivative position summary is empty, indicating the reported RSU awards were fully settled into common shares.