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

Rhea-AI Filing Summary

Paul J. Kern, a director of USA Rare Earth, Inc., was granted restricted stock units. On 08/13/2025 Mr. Kern acquired 18,199 RSUs and 12,284 RSUs, each representing the right to receive one share of the issuer's common stock at settlement. The RSUs are recorded as directly beneficially owned following the transactions. The RSUs will fully vest on May 20, 2026, unless that date falls during a closed trading window under the issuer's insider trading policy, in which case vesting will occur on the first trading day of the next open trading window, subject to applicable tax and plan terms. The Form 4 was signed by an attorney-in-fact on 08/15/2025.

Positive

• Specific grant details provided: two RSU awards of 18,199 and 12,284 units are explicitly disclosed.
• Vesting date disclosed: RSUs will fully vest on May 20, 2026 (with trading-window adjustment described).
• One-to-one settlement: Each RSU explicitly represents the right to receive one share of common stock at settlement.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 30,483 RSUs that vest in May 2026, recorded as direct ownership.

The Form 4 discloses that Paul J. Kern, identified as a director, was granted two sets of restricted stock units on 08/13/2025 totaling 30,483 RSUs. Each RSU is convertible to one share of common stock upon settlement. The filing specifies the vesting date as May 20, 2026, with a condition that vesting may be delayed to the next open trading window if that date falls within a closed window, and notes compliance with the issuer's omnibus plan and tax rules. This is a routine equity compensation disclosure under Section 16 and does not include additional cash, exercise prices, or derivative instruments.

Corporate Governance Expert

TL;DR: Disclosure documents standard director equity awards and vesting mechanics; settlement is one share per RSU.

The filing clearly states the nature and quantity of equity awards granted to a reporting director: two RSU grants dated 08/13/2025 (18,199 and 12,284 units). The RSUs are recorded as direct beneficial ownership and each unit entitles the holder to one share upon settlement. The vesting schedule and potential trading-window adjustment are explicitly described, and the Form 4 is executed by an attorney-in-fact. No derivatives, prices, or additional terms beyond the vesting mechanism are provided in the filing.

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
Estimated average burden
hours per response:			0.5

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^*

Kern Paul J

(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 Paul J. Kern	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 Paul J. Kern report on Form 4 for USA Rare Earth (USAR)?

The Form 4 reports that Paul J. Kern, a director, was granted 18,199 RSUs and 12,284 RSUs on 08/13/2025, recorded as direct ownership.

When do the RSUs granted to Paul J. Kern vest?

The RSUs will fully vest on May 20, 2026, or on the first trading day of the next open trading window if that date falls within a closed window, subject to tax and plan terms.

How many shares does each RSU convert to for USA Rare Earth?

Each restricted stock unit represents the right to receive one share of the issuer's common stock upon settlement.

What total number of RSUs were reported for Paul J. Kern?

The Form 4 shows a total of 30,483 RSUs (18,199 + 12,284) granted on 08/13/2025.

Who signed the Form 4 for Paul J. Kern and when?

The Form 4 was signed by David Kronenfeld, attorney-in-fact for Paul J. Kern on 08/15/2025.