Welcome to our dedicated page for USARW SEC filings (Ticker: USARW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The USARW SEC filings page provides access to regulatory documents related to USA Rare Earth, Inc.’s warrants listed on The Nasdaq Stock Market LLC under the symbol USARW. According to the company’s Form 8-K filings, these securities are warrants, each whole warrant exercisable for one share of USA Rare Earth common stock at an exercise price of $11.50 per share. Filings referencing USARW often appear alongside disclosures about the company’s common stock (USAR), capital structure, and corporate actions.
Through this page, users can review current and historical SEC reports that mention USARW, including Forms 8-K that describe material events such as special meetings of stockholders, approval of share issuances tied to warrants, and other matters affecting the company’s equity and warrants. These documents also provide insight into topics like emerging growth company status, legal settlements, and governance decisions that may be relevant when evaluating the warrant terms and associated risks.
For a company in the basic materials and other industrial metals and mining sector, filings can also reference broader business developments. USA Rare Earth’s periodic reports and related exhibits, as described in its public communications, discuss its development of a rare earth sintered neo magnet manufacturing plant in Stillwater, Oklahoma, mining rights to the Round Top Mountain deposit in West Texas, and its intention to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities. While these operational details are typically covered in Forms 10-K and 10-Q rather than in the warrant-specific sections, they form the business backdrop for the USARW warrants.
On Stock Titan, AI-powered tools can help summarize lengthy filings, highlight key warrant-related provisions, and surface references to USARW across 8-Ks and other documents. Users can quickly identify where warrant terms, redemptions, or share issuance approvals are discussed, and connect these disclosures to the company’s broader mine-to-magnet strategy, acquisitions such as Less Common Metals, and financing activities. This makes it easier to interpret how regulatory filings relate to both USA Rare Earth’s common stock and its USARW warrants.
USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings. He exercised previously granted restricted stock units that converted into a total of 30,483 shares of common stock at a conversion price of $0.00 per share, increasing his direct ownership to 877,983 common shares. The restricted stock units were granted on August 13, 2025 and vested in full on May 20, 2026, converting into common stock on a one-for-one basis. Separately, 3,125,000 common shares are held indirectly by Inflection Point Holdings II LLC, where Blitzer is the sole managing member but disclaims beneficial ownership beyond any pecuniary interest.
USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings. He exercised previously granted restricted stock units that converted into a total of 30,483 shares of common stock at a conversion price of $0.00 per share, increasing his direct ownership to 877,983 common shares. The restricted stock units were granted on August 13, 2025 and vested in full on May 20, 2026, converting into common stock on a one-for-one basis. Separately, 3,125,000 common shares are held indirectly by Inflection Point Holdings II LLC, where Blitzer is the sole managing member but disclaims beneficial ownership beyond any pecuniary interest.
USA Rare Earth, Inc. Chief Financial Officer William Robert Steele Jr reported equity compensation activity involving restricted stock units and common stock. On May 20, 2026, he exercised derivative awards to acquire a total of 75,827 shares of common stock at an indicated price of $22.57 per share. On May 21, 2026, the company withheld 33,825 shares of common stock, valued at $22.57 per share, to cover tax obligations, a non‑market disposition under Rule 16b‑3(e). Following these transactions, Steele directly owned 42,002 common shares. Footnotes indicate the related restricted stock units vest in scheduled tranches between May 20, 2026 and May 20, 2028, each unit settling into one share of common stock at vesting.
USA Rare Earth, Inc. Chief Financial Officer William Robert Steele Jr reported equity compensation activity involving restricted stock units and common stock. On May 20, 2026, he exercised derivative awards to acquire a total of 75,827 shares of common stock at an indicated price of $22.57 per share. On May 21, 2026, the company withheld 33,825 shares of common stock, valued at $22.57 per share, to cover tax obligations, a non‑market disposition under Rule 16b‑3(e). Following these transactions, Steele directly owned 42,002 common shares. Footnotes indicate the related restricted stock units vest in scheduled tranches between May 20, 2026 and May 20, 2028, each unit settling into one share of common stock at vesting.
USA Rare Earth, Inc. director Paul J. Kern exercised equity awards to acquire additional common shares. On May 20, 2026, restricted stock units fully vested and were settled into common stock on a one-for-one basis, resulting in the acquisition of 30,483 shares of common stock. The transactions reflect the exercise and conversion of restricted stock units as part of equity compensation, with no open-market purchases or sales disclosed in this filing.
USA Rare Earth, Inc. director Paul J. Kern exercised equity awards to acquire additional common shares. On May 20, 2026, restricted stock units fully vested and were settled into common stock on a one-for-one basis, resulting in the acquisition of 30,483 shares of common stock. The transactions reflect the exercise and conversion of restricted stock units as part of equity compensation, with no open-market purchases or sales disclosed in this filing.
USA Rare Earth, Inc. director Michael F. Senft exercised restricted stock unit awards into common stock. On May 20, 2026, RSUs covering a total of 30,483 shares vested and were converted into common shares, with no sales reported. Following these transactions, he holds 30,483 common shares directly.
USA Rare Earth, Inc. director Michael F. Senft exercised restricted stock unit awards into common stock. On May 20, 2026, RSUs covering a total of 30,483 shares vested and were converted into common shares, with no sales reported. Following these transactions, he holds 30,483 common shares directly.
USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired a total of 30,483 shares of common stock at $22.57 per share through two exercises of 12,284 and 18,199 shares. The related restricted stock units fully vested on May 20, 2026 and now show zero remaining balance. Following these transactions, he holds 30,483 common shares directly and an additional 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Mordechai Zev Gutnick exercised restricted stock units into common shares. He acquired a total of 30,483 shares of common stock at $22.57 per share through two exercises of 12,284 and 18,199 shares. The related restricted stock units fully vested on May 20, 2026 and now show zero remaining balance. Following these transactions, he holds 30,483 common shares directly and an additional 15,550,262 common shares are reported as held indirectly by the Critical Minerals Trust, where he serves as trustee and disclaims beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Otto C. Schwethelm exercised restricted stock units that fully vested on May 20, 2026, receiving a total of 30,483 shares of common stock. These awards converted at a reference price of $22.57 per share, and the underlying RSU balances were reduced to zero, with no shares sold in these transactions.
USA Rare Earth, Inc. director Otto C. Schwethelm exercised restricted stock units that fully vested on May 20, 2026, receiving a total of 30,483 shares of common stock. These awards converted at a reference price of $22.57 per share, and the underlying RSU balances were reduced to zero, with no shares sold in these transactions.
USA Rare Earth, Inc. director Carolyn Trabuco converted previously granted equity awards into common stock. On May 20, 2026, she exercised restricted stock units in two blocks of 12,284 and 18,199 units, receiving a total of 30,483 shares of common stock.
The filing describes these as derivative exercises rather than open-market purchases or sales. Footnotes state the restricted stock units fully vested on that date and that each unit entitled her to receive one share of common stock at settlement, reflecting routine compensation-related vesting.
USA Rare Earth, Inc. director Carolyn Trabuco converted previously granted equity awards into common stock. On May 20, 2026, she exercised restricted stock units in two blocks of 12,284 and 18,199 units, receiving a total of 30,483 shares of common stock.
The filing describes these as derivative exercises rather than open-market purchases or sales. Footnotes state the restricted stock units fully vested on that date and that each unit entitled her to receive one share of common stock at settlement, reflecting routine compensation-related vesting.
USA Rare Earth, Inc. director Paul J. Kern reported acquiring shares through an earnout arrangement. On May 15, 2026, he received a grant of 11,211 shares of common stock at a price of $0.00 per share. This was tied to the satisfaction of “Trigger Event II,” with his right to these additional shares having become fixed upon the closing of the business combination on March 13, 2025. After these transactions, Kern directly holds 190,246 shares of common stock and no remaining “Earnout Right to Common Stock” derivatives related to this block.
USA Rare Earth, Inc. director Paul J. Kern reported acquiring shares through an earnout arrangement. On May 15, 2026, he received a grant of 11,211 shares of common stock at a price of $0.00 per share. This was tied to the satisfaction of “Trigger Event II,” with his right to these additional shares having become fixed upon the closing of the business combination on March 13, 2025. After these transactions, Kern directly holds 190,246 shares of common stock and no remaining “Earnout Right to Common Stock” derivatives related to this block.
USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. Critical Minerals Trust, of which he is trustee, exercised an Earnout Right to Common Stock for 939,618 shares at a price of $0.0000 per share and received an equal number of common shares.
Following these transactions, the trust holds 15,550,262 shares of common stock indirectly attributed to Gutnick. A footnote states that Trigger Event II was satisfied on May 15, 2026, and that the right to receive additional shares became fixed upon the business combination closing on March 13, 2025. Gutnick disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. Critical Minerals Trust, of which he is trustee, exercised an Earnout Right to Common Stock for 939,618 shares at a price of $0.0000 per share and received an equal number of common shares.
Following these transactions, the trust holds 15,550,262 shares of common stock indirectly attributed to Gutnick. A footnote states that Trigger Event II was satisfied on May 15, 2026, and that the right to receive additional shares became fixed upon the business combination closing on March 13, 2025. Gutnick disclaims beneficial ownership of the trust’s securities except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026. The acquisition reflects a grant/award and the exercise of an earnout right at $0.00 per share, rather than an open-market purchase.
The earnout right to common stock for 939,618 underlying shares was exercised after "Trigger Event I" was satisfied on April 15, 2026, following rights that became fixed upon closing of a business combination on March 13, 2025. After these transactions, Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly for the benefit associated with Mordechai Zev Gutnick, who disclaims beneficial ownership except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director-related entity Critical Minerals Trust reported acquiring 939,618 shares of common stock on April 15, 2026. The acquisition reflects a grant/award and the exercise of an earnout right at $0.00 per share, rather than an open-market purchase.
The earnout right to common stock for 939,618 underlying shares was exercised after "Trigger Event I" was satisfied on April 15, 2026, following rights that became fixed upon closing of a business combination on March 13, 2025. After these transactions, Critical Minerals Trust holds 14,610,644 shares of USA Rare Earth common stock indirectly for the benefit associated with Mordechai Zev Gutnick, who disclaims beneficial ownership except to the extent of his pecuniary interest.