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

Rhea-AI Filing Summary

Michael F. Senft, a director of USA Rare Earth, Inc. (ticker: USAR), reported receipt of restricted stock units on 08/13/2025 that convert to common stock at settlement. The filing lists two RSU awards of 18,199 and 12,284 units, which together represent 30,483 rights to receive one share per unit. Each RSU carries no cash price and is reported as directly owned. The awards will fully vest on May 20, 2026, except that if that date falls inside a closed trading window the RSUs will vest on the first trading day of the next open window, subject to tax-law timing and the terms of the company’s 2024 Omnibus Incentive Plan. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

Positive

• Director alignment with shareholders: RSUs convert one-for-one into common stock, aligning director compensation with shareholder value
• Clear vesting schedule: RSUs fully vest on May 20, 2026 with customary trading-window and tax-law provisions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received 30,483 RSUs vesting in May 2026, a routine equity compensation event with limited immediate dilution.

The award of restricted stock units to a director is a standard component of board compensation and aligns the director's interests with shareholders by tying value to future stock performance. The units are direct beneficial ownership and settle one-for-one into common shares, which will increase outstanding shares upon settlement and could modestly dilute existing shareholders depending on the company’s share count. The vesting schedule and trading-window caveat are typical controls to address timing and insider trading compliance. No cash exercise is required, and there is no indication of accelerated vesting or extraordinary terms in the filing.

Securities Analyst

TL;DR: The grant is material for disclosure but not likely material to valuation absent larger compensation context.

From a securities perspective, the report discloses two RSU awards totaling 30,483 shares, exercisable into common stock at settlement and recorded as direct ownership. This is a disclosure of insider compensation rather than a market-moving transaction like an open-market sale or large acquisition. Investors may note potential future share issuance when RSUs vest and are settled, but the filing does not provide company-wide share counts or the awards’ percentage of outstanding shares, so the absolute impact on share count cannot be quantified from this filing alone.

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^*

Senft Michael F

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OK 74075

(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 Michael F. Senft	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 Michael F. Senft report on the Form 4 for USA Rare Earth (USAR)?

He reported receipt of two restricted stock unit awards of 18,199 and 12,284 RSUs on 08/13/2025, totaling 30,483 RSUs.

When do the RSUs reported by Michael F. Senft vest?

The RSUs will fully vest on May 20, 2026, or on the first trading day of the next open trading window if that date falls within a closed window, subject to applicable tax-law timing and plan terms.

Do the RSUs convert into common stock and at what rate?

Yes. Each restricted stock unit represents the right to receive one share of the issuer's common stock at settlement.

Is the reported ownership direct or indirect?

The filing indicates the RSUs are reported as direct (D) beneficial ownership.

Who signed the Form 4 and when?

The Form 4 was signed by David Kronenfeld, attorney-in-fact for Michael F. Senft on 08/15/2025.