[Form 4] USA Rare Earth, Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Director received 30,483 RSUs (18,199 and 12,284), clearly disclosed on Form 4
• Each RSU converts to one share at settlement, providing transparent linkage between award and common stock
• Vesting date specified: May 20, 2026, with insider trading window conditions clearly noted

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant of 30,483 RSUs aligns compensation with shareholder value without immediate share issuance.

The Form 4 documents a standard director equity award totaling 30,483 restricted stock units, each convertible to one share upon settlement. Vesting is set for May 20, 2026 and is subject to the issuer’s trading-window rules and tax/plan provisions. The filing was executed by an attorney-in-fact, indicating procedural compliance. This appears to be a regular compensation event rather than a change in control or transaction with third parties.

Securities Analyst

TL;DR: Non-derivative RSU grants reported; no cash proceeds or exercised options, so no immediate market impact.

The report shows acquisitions of RSUs on 08/13/2025 with a reported price of $0 and direct ownership recorded post-transaction. Because these are time-vesting RSUs that settle into common shares, they do not reflect immediate stock sales or purchases. The filing provides clear quantities and vesting terms but contains no financial proceeds or disposals to indicate near-term trading activity by the reporting person.

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
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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^*

Smith Tready

(Last) (First) (Middle)

1700 MACDILL AVENUE, SUITE 340

(Street)

TAMPA FL 33629

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)	08/13/2025		A		18,199(2)		(1)	(1)	Common Stock, par value $0.0001 per share	18,199	$0	18,199	D
Restricted Stock Units	(1)	08/13/2025		A		12,284(2)		(1)	(1)	Common Stock, par value $0.0001 per share	12,284	$0	12,284	D

Explanation of Responses:

1. The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.

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 Tready Smith	08/15/2025
	** 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.

FAQ

What did Tready Smith report on the Form 4 for USA Rare Earth (USAR)?

The filing reports grants of 18,199 RSUs and 12,284 RSUs on 08/13/2025, totaling 30,483 RSUs.

When will the RSUs awarded to Tready Smith vest?

The RSUs will fully vest on May 20, 2026, subject to the company’s trading-window rules and applicable tax or plan provisions.

How many shares will the RSUs convert into for USAR?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock upon settlement.

Did the Form 4 report any cash proceeds from the transactions?

No. The reported price is shown as $0, indicating these were equity awards rather than purchases with cash proceeds.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by David Kronenfeld, attorney-in-fact for Tready Smith, dated 08/15/2025.