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

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Otto C. Schwethelm reported two grants of restricted stock units on 08/13/2025. The filings show acquisitions (Transaction Code A) of 18,199 RSUs and 12,284 RSUs, each representing the right to one share of common stock on settlement. Following the reported transactions, Mr. Schwethelm beneficially owns 18,199 and 12,284 shares attributable to those awards, held directly. The RSUs will fully vest on May 20, 2026, but if that date falls within a closed trading window they will vest on the first trading day of the next open window, subject to tax-law timing and the company’s Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Schwethelm on 08/15/2025.

Positive

• Director alignment: Grants use restricted stock units that vest over time, aligning the director’s incentives with long‑term shareholder value
• Clear vesting terms: Vesting date is specified (May 20, 2026) with trading‑window adjustments and plan/tax compliance conditions

Negative

• Potential dilution: Awards represent 30,483 potential shares that could be issued on settlement, increasing share count when settled
• No price disclosed: The Form 4 shows $0 price for the RSUs, providing no information on any cash components or tax withholding arrangements

Insights

Corporate Governance Expert

TL;DR: Director received time‑based equity awards that vest next year, aligning interests with shareholders without immediate dilution.

The reported grants are restricted stock units that convert one-for-one into common shares at settlement and vest on a fixed future date subject to insider trading windows and tax timing rules. Such awards are customary for board compensation and serve to align the director’s incentives with long-term shareholder value. The Form 4 discloses direct beneficial ownership of the awarded RSUs; there is no indication of derivative instruments, sales, or hedging associated with these grants in this filing.

Securities Analyst

TL;DR: Two RSU grants totaling 30,483 units were acquired; this is a routine director compensation disclosure with limited near-term market impact.

The filing reports acquisitions on 08/13/2025 of 18,199 and 12,284 restricted stock units, each convertible to one share. The awards vest on May 20, 2026 (with trading-window adjustment). From a capital structure viewpoint, these grants create potential future issuance of up to 30,483 shares upon settlement, but the Form 4 does not show immediate sales or option exercises that would affect current free float or liquidity today. No price was associated with the awards.

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^*

SCHWETHELM OTTO C

(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 Otto C. Schwethelm	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 Otto C. Schwethelm report on the Form 4 for USA Rare Earth (USARW)?

He reported acquisitions on 08/13/2025 of 18,199 RSUs and 12,284 RSUs, each representing one share at settlement, held directly.

When will the RSUs granted to the director vest?

The RSUs will fully vest on May 20, 2026, but if that date is during a closed trading window they vest on the first trading day of the next open window, subject to plan and tax rules.

How many total shares could be issued upon settlement of these RSUs?

The two grants represent a total of 30,483 underlying common shares (18,199 + 12,284).

Does the Form 4 show any sales or derivative transactions by the director?

No; the filing reports acquisitions of RSUs (Transaction Code A) and does not show sales, option exercises, or derivative transactions.

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

The Form 4 was signed by David Kronenfeld, attorney-in-fact for Otto C. Schwethelm on 08/15/2025.