Barbara Humpton - 01 Oct 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role: Chief Executive Officer, Director
Signature: /s/ David Kronenfeld, attorney-in-fact for Barbara Humpton
Issuer symbol: USAR
Transactions as of: 01 Oct 2025
Net transactions value: $0
Form type: 4
Filing time: 03 Oct 2025, 16:43:29 UTC
Previous filing: 28 Jul 2025
Next filing: 13 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Humpton Barbara	Chief Executive Officer, Director	100 W AIRPORT BLVD., STILLWATER	/s/ David Kronenfeld, attorney-in-fact for Barbara Humpton	03 Oct 2025	0001790041

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	USAR	Restricted Stock Units	Award	$0	+250,662		$0.000000	250,662	01 Oct 2025	Common Stock, par value $0.0001 per share	250,662		Direct	F1, F2
transaction	USAR	Restricted Stock Units	Award	$0	+313,327		$0.000000	313,327	01 Oct 2025	Common Stock, par value $0.0001 per share	313,327		Direct	F1, F2
transaction	USAR	Restricted Stock Units	Award	$0	+62,666		$0.000000	62,666	01 Oct 2025	Common Stock, par value $0.0001 per share	62,666		Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
F2	The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on October 1, 2026, October 1, 2027 and October 1, 2028, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.
F3	The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on October 1, 2026 and October 1, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.