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

Role: Director
Signature: /s/ David Kronenfeld, attorney-in-fact for Tready Smith
Issuer symbol: USAR
Transactions as of: 01 Oct 2025
Net transactions value: $0
Form type: 4
Filing time: 03 Oct 2025, 18:19:50 UTC
Previous filing: 15 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Smith Tready	Director	1700 MACDILL AVENUE, SUITE 340, TAMPA	/s/ David Kronenfeld, attorney-in-fact for Tready Smith	03 Oct 2025	0002059601

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	+5,054		$0.000000	5,054	01 Oct 2025	Common Stock, par value $0.0001 per share	5,054	$0.000000	Direct	F1, F2

* 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 on October 1, 2026. 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.

Content

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit ("RSU") will vest on October 1, 2026. 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.