SEC Form 4 · accession 0001342570-26-000007
USA Rare Earth, Inc. · USAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Caulfield
Director
Period of report
Jun 3, 2026
Accepted (ET)
Jun 4, 2026 · 7:21 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001970622
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1 | Jun 3, 2026 | A | 407 | $0.00 | A | 407 | D | |
| Common Stock, par value $0.0001 per share | Jun 3, 2026 | M | 2,548 | $0.00 | A | 2,955 | D | |
| Common Stock, par value $0.0001 per share | holding | — | — | — | 52,500 | I | The Thomas Caulfield Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Jun 3, 2026 | M | 2,548 | D | — | — | Common Stock, par value $0.0001 per share | 2,548 | 0 | D |
| Restricted Stock UnitsF2,F4 | — | Jun 3, 2026 | A | 6,438 | A | — | — | Common Stock, par value $0.0001 per share | 6,438 | 6,438 | D |
Explanation of responses
- F1Restricted stock units granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026.
- F2Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
- F3On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026.
- F4The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.
Remarks
Exhibit 24