SEC Form 4 · accession 0001458423-26-000006
USA Rare Earth, Inc. · USAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Blitzer
Director
Period of report
Jul 19, 2026
Accepted (ET)
Jul 20, 2026 · 6:57 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001970622
Table I — non-derivative securities
No Table I lines on this filing.
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,F1 | — | Jul 19, 2026 | A | 133,353 | A | — | — | Common Stock, par value $0.0001 per share | 133,353 | 133,353 | D |
| Restricted Stock UnitsF2,F1 | — | Jul 19, 2026 | A | 31,427 | A | — | — | Common Stock, par value $0.0001 per share | 31,427 | 31,427 | D |
Explanation of responses
- F1The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.
- F2Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.
Remarks
Exhibit 24