David Thomas Kronenfeld - 13 Aug 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role: Chief Legal Officer
Signature: /s/ David Kronenfeld
Issuer symbol: USAR
Transactions as of: 13 Aug 2025
Net transactions value: $0
Form type: 4
Filing time: 15 Aug 2025, 16:17:29 UTC
Previous filing: 17 Mar 2025
Next filing: 22 Dec 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Kronenfeld David Thomas	Chief Legal Officer	100 W AIRPORT ROAD, STILLWATER	/s/ David Kronenfeld	15 Aug 2025	0002059114

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	+27,298		$0.000000	27,298	13 Aug 2025	Common Stock, par value $0.0001 per share	27,298	$0.000000	Direct	F1, F2
transaction	USAR	Restricted Stock Units	Award	$0	+40,947		$0.000000	40,947	13 Aug 2025	Common Stock, par value $0.0001 per share	40,947		Direct	F1, F3
transaction	USAR	Restricted Stock Units	Award	$0	+18,199		$0.000000	18,199	13 Aug 2025	Common Stock, par value $0.0001 per share	18,199		Direct	F1, F4

* 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 two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 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.
F3	The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 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.
F4	The restricted stock unit ("RSU") is fully vested and the underlying shares will be released to the participant on May 20, 2026. If the release 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.