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

Rhea-AI Filing Summary

Joshua Ballard, who is listed as Chief Executive Officer and a Director of USA Rare Earth, Inc. (ticker USAR), reported equity awards on 08/13/2025. The filing shows two restricted stock unit grants: one for 90,992 RSUs and another for 181,984 RSUs; each RSU converts to one share at settlement and both are reported as directly owned with a $0 grant price. The 90,992 RSU award vests in two equal tranches (50% on May 20, 2026 and 50% on May 20, 2027). The 181,984 RSU award vests in three equal tranches (one-third on May 20, 2026, 2027, and 2028). The form was signed by an attorney-in-fact on 08/15/2025.

Positive

• Alignment with long‑term incentives: multi‑year vesting (2026–2028) ties executive compensation to future performance
• Direct ownership disclosed: RSUs recorded as direct holdings, providing transparency on insider holdings

Negative

• No percent of outstanding shares disclosed: prevents assessment of dilution or significance of grants
• No performance conditions disclosed: awards appear solely time‑based, which may limit performance linkage

Insights

Financial Analyst

TL;DR: Executive equity grants sizable but typical for incentive alignment; timing and zero price indicate standard RSU compensation.

The reported grants total 272,976 RSUs issued on 08/13/2025, each converting to one share at settlement and recorded as direct holdings. Vesting schedules span 2026–2028 with staggered tranches, aligning long‑term executive incentives with company performance windows. No cash exercise required given $0 price; however, the filing does not disclose total outstanding shares, percent ownership change, or any immediate share sales, so material dilution and precise ownership impact cannot be assessed from this form alone.

Corporate Governance Expert

TL;DR: Grant structure uses multi‑year vesting to retain and align the CEO; timing follows customary insider award practices.

The awards use time‑based RSUs with trading‑window provisions that delay vesting into the next open window if dates fall during closed windows, reflecting standard insider‑trading controls. The document is explicit about vesting dates and settlement mechanics but omits any performance conditions or repricing clauses. The filing was executed via attorney‑in‑fact, and no departures, clawbacks, or other governance anomalies are disclosed.

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^*

Ballard Joshua

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		181,984(1)		(3)	(3)	Common Stock, par value $0.0001 per share	181,984	$0	181,984	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 Joshua Ballard	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).
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FAQ

What did Joshua Ballard (USAR) report on Form 4 dated 08/13/2025?

He reported grants of 90,992 RSUs and 181,984 RSUs issued on 08/13/2025, each converting to one share at settlement and recorded as direct holdings.

When do the RSUs vest for Joshua Ballard?

The 90,992 RSUs vest in two equal tranches on May 20, 2026 and May 20, 2027. The 181,984 RSUs vest in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028.

Was there a purchase price for these RSU awards?

No; the awards are reported with a $0 grant price, consistent with restricted stock units rather than option exercises.

Does the Form 4 disclose immediate sale or transfer of shares by Ballard?

No; the filing shows RSU grants (acquisitions) and lists the resulting beneficial ownership, with no disposals reported.

Who signed the Form 4 and when?

The form was signed by David Kronenfeld, attorney‑in‑fact for Joshua Ballard on 08/15/2025.