USA Rare Earth, Inc. · Stock award · Restricted Stock Units

What does this filing report?

An SEC Form 4 filing for USA Rare Earth, Inc. records a stock award involving Restricted Stock Units on October 1, 2026. The reported quantity was 362,319. 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.

Derivative terms

Underlying security

Common Stock, par value $0.0001 per share

Underlying quantity

362,319

Conversion / exercise price

Not reported

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

The restricted stock unit vests 1/2 on October 1, 2027 and 1/2 on October 1, 2028, subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 108,696 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

F2

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

F3

The restricted stock unit vests 1/3 on October 1, 2027, 1/3 on October 1, 2028, and 1/3 on October 1, 2029 subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 362,319 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

F4

The restricted stock unit vests upon obtaining age 65; however the underlying shares will be released to the reporting person in two equal tranches upon "separation from service" on or after age 65 or as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), and on the first anniversary of such separation. The award of 226,373 Restricted Stock Units was granted on September 3, 2026. The reporting person contributed 226,373 Restricted Stock Units to The Mithrastarios Trust on September 18, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect

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