USA Rare Earth (USAR) director sells 13,000 shares in open-market trade

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Carolyn Trabuco reported an open-market sale of 13,000 shares of Common Stock at a weighted average price of $22.768 per share. Following this transaction, she directly holds 18,783 shares.

A footnote explains that 1,300 of the sold shares are matchable under Section 16(b) with a prior purchase of 1,300 shares at $22.5994 per share on January 29, 2025. She has agreed to pay $208.34, representing the full short-swing profit (less transaction costs), back to USA Rare Earth upon settlement.

Insider Trade Summary

Net Seller: 13,000 shares ($295,984)

Net Sell 1 txn

Insider Trabuco Carolyn

Role null

Sold 13,000 shs ($296K)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share	13,000	$22.768	$296K

Holdings After Transaction: Common Stock, par value $0.0001 per share — 18,783 shares (Direct, null)

Footnotes (1)

1. The reporting person's sale of USAR common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,300 shares, with the reporting person's purchase of 1,300 shares of USAR common stock on January 29, 2025 in one lot at $22.5994. The reporting person has agreed to pay to USAR, upon settlement of the sale, $208.34, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs. This transaction was executed in multiple trades at prices ranging from $22.760 to $22.785. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Key Figures

Shares sold: 13,000 shares Sale price: $22.768 per share Shares remaining: 18,783 shares +4 more

7 metrics

Shares sold 13,000 shares Open-market sale on June 8, 2026

Sale price $22.768 per share Weighted average sale price

Shares remaining 18,783 shares Direct holdings after transaction

Short-swing matched shares 1,300 shares Matched under Section 16(b) to prior purchase

Prior purchase price $22.5994 per share Purchase on January 29, 2025

Short-swing profit repayment $208.34 Amount to be paid back to USA Rare Earth

Net shares sold 13,000 shares Net sell direction in transaction summary

Key Terms

Section 16(b), short-swing transaction, weighted average sale price, Common Stock, par value $0.0001 per share, +1 more

5 terms

Section 16(b) regulatory

"matchable under Section 16(b) of the Securities Exchange Act of 1934"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

short-swing transaction regulatory

"profit realized in connection with the short-swing transaction, less transaction costs"

weighted average sale price financial

"The price reported reflects the weighted average sale price."

Common Stock, par value $0.0001 per share financial

"Common Stock, par value $0.0001 per share"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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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^*

Trabuco Carolyn

(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)
06/08/2026

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
Common Stock, par value $0.0001 per share	06/08/2026		S		13,000(1)	D	$22.768(2)	18,783	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person's sale of USAR common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,300 shares, with the reporting person's purchase of 1,300 shares of USAR common stock on January 29, 2025 in one lot at $22.5994. The reporting person has agreed to pay to USAR, upon settlement of the sale, $208.34, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

2. This transaction was executed in multiple trades at prices ranging from $22.760 to $22.785. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Derek Ching, attorney-in-fact for Carolyn Trabuco	06/08/2026
	** 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 in this Form 4?

USA Rare Earth director Carolyn Trabuco reported selling 13,000 shares of Common Stock in an open-market transaction. The weighted average sale price was $22.768 per share, and she now directly holds 18,783 shares after completing this transaction.

At what price were the USA Rare Earth (USAR) shares sold by the director?

The reported weighted average sale price was $22.768 per share for the 13,000 USA Rare Earth shares sold. A footnote notes multiple trades executed between $22.760 and $22.785 per share, with the weighted average price disclosed in the Form 4 filing.

How many USA Rare Earth (USAR) shares does the director hold after the sale?

After the open-market sale of 13,000 shares, director Carolyn Trabuco directly holds 18,783 USA Rare Earth Common Stock shares. This post-transaction holding figure is explicitly reported in the Form 4 and reflects her remaining direct ownership position.

What is the Section 16(b) short-swing profit issue mentioned for USA Rare Earth (USAR)?

The filing states that 1,300 sold shares were matchable under Section 16(b) with a prior purchase of 1,300 shares at $22.5994. The director agreed to pay $208.34, representing the entire short-swing profit (minus transaction costs), back to USA Rare Earth.

Were the USA Rare Earth (USAR) director’s trades executed in a single transaction?

No. A footnote explains the sale was executed in multiple trades at prices ranging from $22.760 to $22.785 per share. The Form 4 reports a single weighted average sale price of $22.768 per share for disclosure simplicity.