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

Rhea-AI Filing Summary

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.

Positive

• Director received equity compensation (30,483 RSUs) which helps align interests with shareholders by rewarding long‑term performance
• RSUs are direct holdings and carry no exercise price, so they impose no immediate cash cost on the reporting person

Negative

• Potential dilution of 30,483 shares upon settlement; the filing does not state the company's total outstanding shares so relative impact is unclear
• Vesting delayed until May 20, 2026 (or later if trading window restrictions apply), so shareholders will not see immediate alignment benefits until vesting

Insights

Corporate Governance Expert

TL;DR: Director equity grant of 30,483 RSUs aligns management and shareholder interests without immediate cash impact.

The grant to a director is a common governance practice to align incentives with shareholders. These are time‑based restricted stock units that convert one‑for‑one into common shares upon vesting on May 20, 2026, subject to trading window restrictions and plan rules. As reported, the holdings are direct and there are no associated exercise prices or sales, so the company incurs no immediate cash outflow. The primary investor considerations are dilution from issuance of up to 30,483 shares at settlement and the standard lockup until vesting, which may modestly increase insider alignment.

Securities Compensation Analyst

TL;DR: Time‑based RSUs create future potential share issuance and align long‑term director incentives; materiality depends on share count versus outstanding shares.

The filing shows two RSU awards (18,199 and 12,284) that convert to common stock at settlement. Because no exercise price is listed, these are effectively equity grants rather than options. The vesting provision includes trading-window contingencies which are standard to prevent insider trading. For investors, the materiality hinge is the size of 30,483 shares relative to the company’s total outstanding shares; the form does not disclose outstanding share count, so impact cannot be fully assessed 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^*

Trabuco Carolyn

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILWATER 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 Carolyn Trabuco	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 Carolyn Trabuco report on Form 4 for USA Rare Earth (USAR)?

She reported two grants of restricted stock units on 08/13/2025: 18,199 RSUs and 12,284 RSUs, totaling 30,483 RSUs.

When will the RSUs vest and convert to shares?

The RSUs will fully vest on May 20, 2026, unless that date falls within a closed trading window, in which case vesting occurs on the first trading day of the next open window.

Do the RSUs have an exercise price?

No exercise price is listed; each RSU represents the right to receive one share of common stock at settlement.

Are these holdings direct or indirect?

The Form 4 reports the RSUs as direct beneficial ownership.

Who signed the Form 4 and when?

The Form 4 was signed by David Kronenfeld, attorney‑in‑fact for Carolyn Trabuco on 08/15/2025.