SEC Form 4 · accession 0001918084-26-000007
USA Rare Earth, Inc. · USAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thrasyvoulos Moraitis
Officer — President · Director
Period of report
Sep 3, 2026
Accepted (ET)
Sep 8, 2026 · 4:53 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 share | holding | — | — | — | 2,080,059 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Sep 3, 2026 | A | 216,541 | A | — | — | Common Stock, par value $0.0001 per share | 216,541 | 216,541 | D |
| Restricted Stock UnitsF2,F3 | — | Sep 3, 2026 | A | 226,373 | A | — | — | Common Stock, par value $0.0001 per share | 226,373 | 226,373 | D |
Explanation of responses
- F1The restricted stock unit ("RSU") will vest in two tranches. The first tranche of 97,443 RSUs will vest on December 31, 2026 and the second tranche of 119,098 RSUs will vest on December 31, 2027.
- F2Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
- F3The RSU 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.
Remarks
Exhibit 24