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

Rhea-AI Filing Summary

USA Rare Earth (USAR) reported a Form 4 showing that William Robert Steele Jr., the company's Chief Financial Officer and a director, was granted 90,992 restricted stock units (RSUs) on 08/13/2025. Each RSU represents the right to receive one share of common stock upon settlement. The filing shows the RSUs are held directly by Steele and that 90,992 shares would be issued upon settlement. Portions of the award vest in scheduled tranches: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; the other vests in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028. If vesting falls in a closed trading window, vesting will occur on the first open trading day under the company policy.

Positive

• 90,992 RSUs granted to the CFO, demonstrating executive compensation alignment with shareholder interests
• Multi-year vesting schedule (2026–2028) supports retention and long-term alignment
• Trading-window adjustment clause ensures vesting complies with the company Insider Trading Policy and tax rules

Negative

• 90,992 shares will convert to common stock upon settlement, increasing the number of outstanding shares
• Vesting contingent on trading windows may delay settlement dates if vesting falls during closed periods

Insights

Financial Analyst

TL;DR: CFO received 90,992 RSUs that convert to common stock over 2026-2028, adding potential share issuance.

The Form 4 documents a compensation grant to the CFO consisting of 90,992 restricted stock units granted on 08/13/2025. Each RSU converts to one share of common stock at settlement, and the filing shows the RSUs as directly beneficially owned following the grant. Vesting schedules are explicit: one tranche splits into two equal vesting events (May 20, 2026 and May 20, 2027) and the other into three equal annual vesting events through May 20, 2028. The filing also notes standard trading-window adjustments to vesting dates.

Corporate Governance Expert

TL;DR: Award aligns executive compensation with future performance via multi-year vesting and trading-window protections.

The RSU structure shown in the Form 4 uses time-based vesting across two and three tranche schedules, a common governance practice to promote retention and alignment with shareholder interests. The filing records the grant as direct beneficial ownership and includes safeguards that postpone vesting into the next open trading window if vesting dates fall during blackout periods, reflecting compliance with the issuer's Insider Trading Policy and tax-timing considerations.

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

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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^*

Steele William Robert Jr

(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 Financial 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		90,992(1)		(2)	(2)	Common Stock, par value $0.0001 per share	90,992	$0	90,992	D
Restricted Stock Units	(1)	08/13/2025		A		90,992(1)		(3)	(3)	Common Stock, par value $0.0001 per share	90,992	$0	90,992	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.

Remarks:

	/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.	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 security was reported in the Form 4 for USARW?

The filing reports Restricted Stock Units (RSUs), each representing the right to receive one share of common stock upon settlement.

How many RSUs were granted to William Robert Steele Jr.?

He was granted a total of 90,992 RSUs on 08/13/2025.

When do the RSUs vest according to the Form 4?

One RSU award vests in two equal tranches on May 20, 2026 and May 20, 2027; the other vests in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028.

Will vesting be affected by trading windows?

Yes. If a vesting date occurs during a closed trading window, vesting will occur on the first trading day of the next open trading window per the Insider Trading Policy.

How is ownership reported in the Form 4?

The RSUs are reported as direct beneficial ownership and the filing shows 90,992 shares beneficially owned following the reported transaction.