William Robert Steele Jr. - 01 Oct 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
Chief Financial Officer
Signature
/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.
Issuer symbol
USAR
Transactions as of
01 Oct 2025
Net transactions value
$0
Form type
4
Filing time
03 Oct 2025, 16:43:23 UTC
Previous filing
15 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Steele William Robert Jr Chief Financial Officer 100 W AIRPORT ROAD, STILLWATER /s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr. 03 Oct 2025 0002060188

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 +62,666 $0.000000 62,666 01 Oct 2025 Common Stock, par value $0.0001 per share 62,666 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 in two equal tranches. 50% of the RSU will vest on October 1, 2026 and October, 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.

Remarks:

Exhibit 24