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

Rhea-AI Filing Summary

USA Rare Earth, Inc. reported a Form 4 disclosing grants of restricted stock units to David Thomas Kronenfeld, the company's Chief Legal Officer and a director. The reporting shows three RSU awards, granted 08/13/2025, totaling 86,444 RSUs (27,298; 40,947; 18,199). Each RSU represents the right to receive one share of common stock on settlement. Vesting schedules differ: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; a second vests in three equal tranches on May 20 of 2026, 2027 and 2028; the third is fully vested with underlying shares to be released on May 20, 2026. All reported RSUs are shown as direct beneficial ownership.

Positive

• Grants total 86,444 RSUs, showing clear compensation and retention alignment for the Chief Legal Officer
• Vesting schedules are multi‑year, which supports long‑term retention and alignment with shareholder interests
• Disclosure specifies direct beneficial ownership and settlement mechanics, providing transparency

Negative

• Potential dilution of common shares by 86,444 shares when RSUs settle
• Release and vesting dates may be deferred if they fall in closed trading windows, delaying investor visibility into share issuance timing

Insights

Corporate Governance Expert

TL;DR: Insider received time‑based RSU awards totaling 86,444 shares, aligning executive pay with shareholder outcomes while adding potential dilution.

The Form 4 documents non‑derivative equity awards to the Chief Legal Officer and director, emphasizing retention through multi‑year vesting. Time‑based vesting that defers delivery until specific dates is a common governance tool to retain executives and align interests with long‑term performance. The disclosure shows direct ownership and explicit settlement mechanics, providing transparency on timing of share releases.

Compensation & Equity Specialist

TL;DR: Grants are standard RSUs with staggered vesting: one award fully vested for release next year, others spread over two to three years.

The awards include one RSU tranche releasable in 2026, one with two equal tranches (2026, 2027) and one with three equal tranches (2026–2028). The filing clarifies that vesting may be delayed to the next open trading window if a scheduled vesting date falls in a closed window and that awards are governed by the company’s 2024 Omnibus Incentive Plan. These are routine, compensatory grants rather than transactional sales or purchases.

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^*

Kronenfeld David Thomas

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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	$0(1)	08/13/2025		A		27,298(1)		(2)	(2)	Common Stock, par value $0.0001 per share	27,298	$0	27,298	D
Restricted Stock Units	(1)	08/13/2025		A		40,947(1)		(3)	(3)	Common Stock, par value $0.0001 per share	40,947	$0	40,947	D
Restricted Stock Units	(1)	08/13/2025		A		18,199(1)		(4)	(4)	Common Stock, par value $0.0001 per share	18,199	$0	18,199	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

2. The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. 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.

3. The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively. 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.

4. The restricted stock unit ("RSU") is fully vested and the underlying shares will be released to the participant on May 20, 2026. If the release 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.

Remarks:

	/s/ David Kronenfeld	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.
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FAQ

What insider transactions did USA Rare Earth (USAR) report on Form 4?

The Form 4 reports three grants of restricted stock units (RSUs) to David Thomas Kronenfeld on 08/13/2025, totaling 86,444 RSUs.

How many RSUs were granted and what do they represent?

A total of 86,444 RSUs were granted (27,298; 40,947; 18,199). Each RSU represents the right to receive one share of common stock upon settlement.

When do the RSUs vest or become releasable?

One award vests in two equal tranches on May 20, 2026 and May 20, 2027; another vests in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028; the third is fully vested with shares to be released on May 20, 2026.

Are there conditions that could delay vesting or release of RSUs?

Yes. If a vesting or release date falls during a closed trading window under the company’s Insider Trading Policy, the RSUs will vest or be released on the first trading day of the next open trading window, subject to applicable tax law timing and plan terms.

What is the reporting person’s role at the company?

David Thomas Kronenfeld is reported as a Director and the company’s Chief Legal Officer.