Transaction #31262 · Form 4 · 0001790041-26-000003

USA Rare Earth, Inc. · Exercise / conversion · Common Stock, par value $0.0001 per share

USA Rare Earth, Inc. · Transacted October 1, 2026 · Filed October 5, 2026

Original SEC filing ↗

What does this filing report?

An SEC Form 4 filing for USA Rare Earth, Inc. records an exercise / conversion involving Common Stock, par value $0.0001 per share on October 1, 2026. The reported quantity was 104,443. The filing date is October 5, 2026. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Transaction details

Company CIK
0001970622
Security type
Non-derivative
Acquisition type
Exercise / conversion · Code M
Quantity acquired
104,443
Reported price
13.8
Reference value
1,441,313.4
Currency
Currency not specified
Ownership
Direct
Holdings after transaction
187,997
Ownership description
Not reported
SEC acceptance time
Oct 5, 2026, 8:48 PM EDT
10b5-1 indication
Not indicated

Reference value is reported quantity × reported price. It is not a confirmed cash payment or an estimate of a derivative's economic value. A missing currency is not assumed to be USD.

Reporting owners

These are the reporting owners named in the filing. Quantities and amounts are not allocated among co-reporters. Roles reflect this filing, not a current profile.

Company listings

USAR · Nasdaq

This transaction is not mapped to a specific company listing.

Filing footnotes & remarks

F1
Sell-to-cover for taxes associated with the vesting of RSUs received by the reporting person.
F2
This figure is the weighted average sales price of multiple trades ranging from $13.665 to $14.00 per share. The reporting person undertakes to provide the SEC Staff, USA Rare Earth, Inc. or a shareholder of USA Rare Earth, Inc. full information about the number of shares sold at each separate price upon request.
F3
The restricted stock units ("RSUs") were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-third vested on October 1, 2026 and the remainder is forfeited.
F4
Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
F5
The RSUs were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-half vested on October 1, 2026 and the remainder is forfeited.

Remarks

Exhibit 24

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.

This record was updated Eastern Time. This is the stored record update time, not the transaction date. Report a correction.