USA Rare Earth (USAR) CFO receives 63,493 restricted stock units vesting 2027-2029

Rhea-AI Filing Summary

Steele William Robert Jr reported acquisition or exercise transactions in this Form 4 filing.

USA Rare Earth, Inc. reported that Chief Financial Officer William Robert Steele Jr received a grant of 63,493 restricted stock units. Each unit represents one share of common stock, so this award ties his compensation to the company’s future share performance.

The RSUs will vest in three equal tranches of 33 1/3% on March 1, 2027, March 1, 2028, and March 1, 2029. Steele will only receive the underlying shares of common stock as each portion vests and settles over this three-year schedule.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Steele William Robert Jr

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	63,493	$0.00	--

Holdings After Transaction: Restricted Stock Units — 63,493 shares (Direct)

Footnotes (1)

1. The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on March 1, 2027, March 1, 2028, and March 1, 2029, respectively. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Key Figures

RSUs granted: 63,493 units First vesting date: March 1, 2027 Second vesting date: March 1, 2028 +3 more

6 metrics

RSUs granted 63,493 units Restricted stock unit award to CFO

First vesting date March 1, 2027 33 1/3% of RSUs vest

Second vesting date March 1, 2028 33 1/3% of RSUs vest

Third vesting date March 1, 2029 Final 33 1/3% of RSUs vest

Underlying common shares 63,493 shares One share per RSU at settlement

Post-transaction RSU holdings 63,493 units Total RSUs following grant

Key Terms

Restricted Stock Units, vest, settlement, par value

4 terms

Restricted Stock Units financial

"The restricted stock unit ("RSU") will vest in three equal tranches."

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.

vest financial

"33 1/3% of the RSU will vest on March 1, 2027, March 1, 2028, and March 1, 2029, respectively."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

settlement financial

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

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

par value financial

"Common Stock, par value $0.0001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Steele William Robert Jr

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OKLAHOMA 74075

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/31/2026		A		63,493(2)		(1)	(1)	Common Stock, par value $0.0001 per share	63,493	$0	63,493	D

Explanation of Responses:

1. The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on March 1, 2027, March 1, 2028, and March 1, 2029, respectively.

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

Remarks:

Exhibit 24

	/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did USA Rare Earth (USAR) report for its CFO?

USA Rare Earth reported that its Chief Financial Officer, William Robert Steele Jr, received 63,493 restricted stock units. These RSUs are a stock-based compensation award that will convert into common shares over time as vesting conditions are met.

How many restricted stock units did the USAR CFO receive in this Form 4?

The CFO received 63,493 restricted stock units. Each RSU represents the right to receive one share of USA Rare Earth’s common stock at settlement, aligning his compensation more closely with long-term shareholder value and company performance.

When do the USA Rare Earth CFO’s restricted stock units vest?

The restricted stock units vest in three equal tranches. 33 1/3% vest on March 1, 2027, another 33 1/3% on March 1, 2028, and the final 33 1/3% on March 1, 2029, creating a three-year vesting schedule.

What does each USA Rare Earth restricted stock unit represent for the CFO?

Each restricted stock unit represents the right to receive one share of USA Rare Earth common stock at settlement. The CFO only receives the actual shares as the RSUs vest on the specified future vesting dates outlined in the award terms.

Is the USA Rare Earth CFO’s RSU grant an open-market stock purchase?

No, the RSU grant is a compensation award, not an open-market stock purchase. The CFO did not pay a per-share purchase price; instead, he was granted units that convert into common shares as they vest over several future years.

How many USA Rare Earth equity awards does the CFO hold after this Form 4?

After this transaction, the CFO holds 63,493 restricted stock units. These units correspond to an equal number of underlying shares of common stock that may be delivered in the future as the awards vest and are settled.