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

Rhea-AI Filing Summary

Mordechai Zev Gutnick, a director of USA Rare Earth, Inc. (USAR), reported receipt of restricted stock units (RSUs). On 08/13/2025 he was granted 18,199 RSUs and 12,284 RSUs (total 30,483 RSUs), each representing the right to one share of common stock at settlement. The RSUs were reported as acquired and are held directly. The RSUs will fully vest on May 20, 2026, unless delayed to the next open trading window under the issuer's insider trading policy or adjusted for applicable tax rules and plan terms. The filing was signed by an attorney-in-fact.

Positive

• Director alignment: Grant of 30,483 RSUs aligns the director's interests with shareholders by tying value to company stock performance.
• Clear vesting schedule: RSUs specify a definite vesting date (May 20, 2026) with stated policies for trading‑window adjustments and tax compliance.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 30,483 RSUs that vest May 20, 2026, aligning compensation with equity performance.

The grant totals 30,483 restricted stock units reported as directly owned and acquired on 08/13/2025. Each RSU converts to one share at settlement and carries no purchase price in the filing. This is a standard equity compensation event for a director and should be considered routine absent additional context on size relative to outstanding shares or prior compensation schedules. The vesting condition is time-based with possible administrative delay tied to the company’s trading windows and tax compliance, as described in the filing.

Corporate Governance Expert

TL;DR: Time‑based RSU awards to a director promote alignment but include standard trading‑window and tax caveats.

The filing documents time‑based RSUs that vest on a specified future date, subject to the issuer’s insider trading policy and tax rules. The report shows direct beneficial ownership after the award and an attorney‑in‑fact signature, indicating administrative handling of filing formalities. Without additional disclosures on board compensation policy or proportionality to total share count, this grant appears to be a routine director equity award rather than a material corporate governance change.

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^*

Gutnick Mordechai Zev

(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 Mordechai Gutnick	08/14/2025
	** 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 Mordechai Zev Gutnick report on Form 4 for USA Rare Earth (USAR)?

He reported acquisition of 30,483 restricted stock units (RSUs) on 08/13/2025, consisting of 18,199 RSUs and 12,284 RSUs, held directly.

When do the RSUs granted to the director 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 during a closed window, subject to tax and plan terms.

How many shares does each RSU represent in the Form 4 filing?

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

Were the RSUs reported as direct or indirect ownership?

The filing reports the RSUs as direct (D) beneficial ownership.

Was there a purchase price reported for the RSUs?

No purchase price is reported; the filing shows a price of $0 for the RSUs.