General counsel transition at USA Rare Earth (NASDAQ: USAR) includes severance and RSU vesting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

USA Rare Earth, Inc. reported that it has entered into a Transition and Separation Agreement with its general counsel, David Kronenfeld. His employment will end on August 7, 2026, followed by a six-month period in which he will provide consulting services to support the transition of his duties.

Under the Company’s Severance Plan, Mr. Kronenfeld will receive a $170,625 cash severance (equal to six months of base salary), six months of Company-paid COBRA benefits, and accelerated vesting of several tranches of restricted stock units covering multiple future vesting dates. Additional restricted stock units will also vest based on his continued service through the transition period, and he is eligible for up to $15,000 in outplacement services and a prorated bonus for the year of separation. He will not receive cash compensation for services during the transition period, and all remaining unvested restricted stock units will be forfeited.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash severance: $170,625 Employment end date: August 7, 2026 Transition period length: 6 months +4 more

7 metrics

Cash severance $170,625 Equal to six months of David Kronenfeld’s annual base salary

Employment end date August 7, 2026 Date David Kronenfeld’s employment with USA Rare Earth ends

Transition period length 6 months Consulting transition period following employment end

Accelerated RSUs tranche 1 3,699 shares Time-based RSUs otherwise vesting December 1, 2026

Accelerated RSUs tranche 2 10,846 shares Time-based RSUs otherwise vesting March 1, 2027

Accelerated RSUs tranche 3 27,298 shares Time-based RSUs otherwise vesting May 20, 2027

Additional outplacement support $15,000 Maximum value of outplacement services for David Kronenfeld

Key Terms

Transition and Separation Agreement, Severance Plan, COBRA, restricted stock units, +1 more

5 terms

Transition and Separation Agreement financial

"pursuant to a transition and separation agreement (the “Transition and Separation Agreement”)"

A transition and separation agreement is a written contract that spells out the responsibilities, timeline and financial terms when an employee—often a senior executive—leaves a company and helps hand over their duties. It covers things like pay or severance, any short-term support to train successors, confidentiality and return of company property; investors care because these deals affect cash costs, leadership continuity and legal or operational risks during a change, much like a detailed handoff note that keeps a project running smoothly.

Severance Plan financial

"payments and benefits under the Company’s Severance Plan (described below)"

A severance plan is a company policy that spells out the pay, benefits and other support employees receive if their jobs are ended, voluntarily or involuntarily. For investors it matters because these plans create predictable cash costs and legal obligations—like a planned payout schedule or a shoe-box emergency reserve—and can signal how well management handles workforce changes, governance risk and future cash flow needs.

COBRA financial

"payment of the Company’s portion of Mr. Kronenfeld’s health and welfare benefit costs pursuant to COBRA for 6 months"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

restricted stock units financial

"outstanding awards of unvested time-based restricted stock units in respect of (i) 3,699 shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

prorated bonus financial

"Mr. Kronenfeld will also be paid a prorated bonus for the year of separation."

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 05:16 PM Accepted by SEC EDGAR 06/18/2026 - 05:15 PM

FAQ

What executive change did USA Rare Earth (USAR) disclose in this 8-K?

USA Rare Earth disclosed that its general counsel, David Kronenfeld, will end his employment on August 7, 2026. He will then serve a six-month consulting transition period to help transfer his knowledge and responsibilities to the company’s remaining legal leadership.

What severance payment will USA Rare Earth (USAR) pay David Kronenfeld?

David Kronenfeld will receive a cash severance of $170,625, equal to six months of his annual base salary. This payment is provided under the company’s Severance Plan, subject to a release of claims and compliance with restrictive covenants.

How will USA Rare Earth (USAR) handle health benefits for David Kronenfeld after separation?

USA Rare Earth will pay its portion of David Kronenfeld’s health and welfare benefit costs under COBRA for six months. This extends employer-supported coverage for a limited period after his August 7, 2026 separation date, as part of his overall severance package.

What restricted stock units will vest for USA Rare Earth’s David Kronenfeld?

Upon separation, time-based restricted stock units for 3,699, 10,846, and 27,298 shares scheduled to vest in 2026 and 2027 will accelerate. An additional 3,698 units vest at separation and 10,847 at the end of the transition period, while all other units are forfeited.

Will USA Rare Earth (USAR) pay David Kronenfeld during the transition period?

USA Rare Earth will not pay David Kronenfeld cash compensation for services during the six-month transition period. Instead, his economics come from severance, continued benefits, accelerated restricted stock unit vesting, potential additional vesting, outplacement services, and a prorated bonus for the separation year.

Does USA Rare Earth (USAR) provide other support to David Kronenfeld after separation?

Yes. Beyond severance and equity vesting, USA Rare Earth agreed to provide outplacement services up to $15,000. He will also receive a prorated bonus for the year of separation, subject to his execution and non-revocation of a general release of claims in favor of the company.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

USA Rare Earth, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41711

98-1720278

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

100 W. Airport Road, Stillwater, OK 74075

(Address of Principal Executive Offices) (Zip Code)

(813) 867-6155

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		USAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 16, 2026, USA Rare Earth, Inc. (the “Company”) decided to end its relationship with David Kronenfeld, the Company’s general counsel, pursuant to a transition and separation agreement (the “Transition and Separation Agreement”) according to which Mr. Kronenfeld’s employment will end on August 7, 2026, followed by a six-month transition period during which he will provide consulting services to the Company to assist with the transition of his knowledge and duties (the “Transition Period”).

Mr. Kronenfeld’s separation will entitle him to payments and benefits under the Company’s Severance Plan (described below), subject to Mr. Kronenfeld’s execution and non-revocation of a general release of claims in favor of the Company and his continued compliance with applicable restrictive covenants. Such payments and benefits will consist of: (a) a cash severance payment of $170,625, which is equal to 6 months’ of Mr. Kronenfeld’s annual base salary; (b) payment of the Company’s portion of Mr. Kronenfeld’s health and welfare benefit costs pursuant to COBRA for 6 months; and (c) accelerated vesting, as of his date of separation, of Mr. Kronenfeld’s outstanding awards of unvested time-based restricted stock units in respect of (i) 3,699 shares of the Company’s common stock otherwise scheduled to vest on December 1, 2026, (ii) 10,846 shares of the Company’s common stock otherwise scheduled to vest on March 1, 2027 and (iii) 27,298 shares of the Company’s common stock otherwise scheduled to vest on May 20, 2027, which are the tranches of his outstanding restricted stock units that are next scheduled to vest. In addition, because of Mr. Kronenfeld’s longstanding service, the Company agreed to accelerate the vesting of an additional 3,698 of Mr. Kronenfeld’s restricted stock units as of his date of separation and an additional 10,847 restricted stock units at the end of the Transition Period (subject to his continued provision of services during the Transition Period) and provide him with outplacement services in an amount of up to $15,000. All of Mr. Kronenfeld’s other restricted stock units will be forfeited upon his separation. Mr. Kronenfeld will also be paid a prorated bonus for the year of separation. Mr. Kronenfeld will not be paid any cash compensation for his services during the Transition Period.

The foregoing summary of the Transition and Separation Agreement is qualified in its entirety by reference to the Transition and Separation Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	USA Rare Earth, Inc.

Date: June 18, 2026	By:	/s/ Valerie Ford Jacob
		Valerie Ford Jacob
		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents