Director at USA Rare Earth (USAR) gains 11,211 shares via earnout grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Paul J. Kern reported compensation-related equity activity. On April 15, 2026 he received a grant of 11,211 shares of common stock at no cost, linked to an earnout right. This reflected satisfaction of “Trigger Event I” after a prior business combination.

The same 11,211 shares were delivered through the exercise of an earnout right to common stock. Following these non‑market transactions, Kern directly holds 179,035 shares of common stock.

Insider Trade Summary

11,211 shares exercised/converted

Mixed 2 txns

Insider Kern Paul J

Role null

Type	Security	Shares	Price	Value
Exercise	Earnout Right to Common Stock	11,211	$0.00	--
Grant/Award	Common Stock, par value $0.0001 per share	11,211	$0.00	--

Holdings After Transaction: Earnout Right to Common Stock — 11,212 shares (Direct, null); Common Stock, par value $0.0001 per share — 179,035 shares (Direct, null)

Footnotes (1)

Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025. See Remarks.

Key Figures

Share grant: 11,211 shares Earnout exercise: 11,211 shares Shares held after: 179,035 shares +2 more

5 metrics

Share grant 11,211 shares Common stock granted at $0.0000 per share on April 15, 2026

Earnout exercise 11,211 shares Earnout right to common stock exercised at $0.0000 conversion price

Shares held after 179,035 shares Total common stock directly held by Kern after the transactions

Trigger Event I date April 15, 2026 Date when Trigger Event I was satisfied, activating the earnout

Business combination closing March 13, 2025 Date when Kern’s right to additional shares became fixed and irrevocable

Key Terms

Earnout Right to Common Stock, Trigger Event I, business combination, Grant, award, or other acquisition, +1 more

5 terms

Earnout Right to Common Stock financial

"security_title: "Earnout Right to Common Stock""

Trigger Event I financial

"Trigger Event I was satisfied on April 15, 2026."

business combination financial

"upon the closing of the business combination on March 13, 2025."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

04/21/2026 - 06:01 PM

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^*

Kern Paul J

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	04/15/2026		A		11,211	A	⁽¹⁾	179,035	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnout Right to Common Stock	⁽²⁾	04/15/2026		M			11,211	⁽¹⁾	03/13/2026	Common Stock, par value $0.0001 per share	11,211	⁽¹⁾	11,212	D

Explanation of Responses:

1. Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025.

2. See Remarks.

Remarks:

On April 15, 2026, the reporting person became entitled to receive 11,211 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 22,423 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited.

	/s/ David Kronenfeld, attorney-in-fact for Paul J. Kern	04/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did USA Rare Earth (USAR) report for Paul J. Kern?

Paul J. Kern reported acquiring 11,211 USA Rare Earth common shares as compensation. The shares were granted at no cost and delivered via exercise of an earnout right, increasing his direct holdings to 179,035 shares of common stock.

Was the USA Rare Earth (USAR) Form 4 transaction an open-market trade?

No, the Form 4 shows no open-market buying or selling. Kern received 11,211 common shares through a grant and exercise of an earnout right at a $0.0000 per-share price, indicating a compensation-related, non-market transaction.

How many USA Rare Earth (USAR) shares does Paul J. Kern hold after this filing?

After these transactions, Paul J. Kern directly holds 179,035 USA Rare Earth common shares. This total reflects the addition of 11,211 shares granted and issued via an earnout right, as disclosed in the Form 4 filing.

What is the earnout right mentioned in the USA Rare Earth (USAR) Form 4?

The filing references an “Earnout Right to Common Stock” for 11,211 shares. Trigger Event I was satisfied on April 15, 2026, and Kern’s right to receive additional shares became fixed and irrevocable at the March 13, 2025 business combination closing.

Did the USA Rare Earth (USAR) Form 4 involve any derivative exercise?

Yes. Kern exercised an earnout right classified as a derivative security to receive 11,211 common shares at a $0.0000 conversion price. This exercise accompanied the satisfaction of “Trigger Event I” and did not involve any reported sales of shares.