Thomas Caulfield - 03 Jun 2026 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Reporting relationship: Director
Issuer ticker: USAR
Reported as of: 03 Jun 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 04 Jun 2026, 19:21:50 UTC
Prior SEC filing: 14 May 2026
Next SEC filing: 07 Jul 2026
Source filing: View source filing
Reporting owner signature: /s/ Derek Ching, attorney-in-fact for Thomas Caulfield

Key filing fact

Thomas Caulfield filed Form 4 for USA Rare Earth, Inc. (USAR) on 04 Jun 2026.

Key facts

This page summarizes Thomas Caulfield's Form 4 filing for USA Rare Earth, Inc. (USAR).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 04 Jun 2026, 19:21.

Change

Previous filing in this sequence was filed on 14 May 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001342570 Primary reporting owner

Caulfield Thomas

Relationship: Director
Address: 100 W. AIRPORT ROAD, STILLWATER
Signature: /s/ Derek Ching, attorney-in-fact for Thomas Caulfield
Signature date: 04 Jun 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

USAR transaction

Common Stock, par value $0.0001 per share

Award

Transaction value
Shares: +407
Change %
Price: $0.000000^*
Shares after: 407
Date: 03 Jun 2026
Ownership: Direct
Footnotes: F1

USAR transaction

Common Stock, par value $0.0001 per share

Options Exercise

Transaction value
Shares: +2,548
Change %: +626%
Price: $0.000000^*
Shares after: 2,955
Date: 03 Jun 2026
Ownership: Direct

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 52,500
Date: 03 Jun 2026
Ownership: The Thomas Caulfield Revocable Trust

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

USAR transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value
Shares: -2,548
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 03 Jun 2026
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 2,548
Exercise price
Footnotes: F2, F3

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares: +6,438
Change %
Price: $0.000000^*
Shares after: 6,438
Date: 03 Jun 2026
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 6,438
Exercise price
Footnotes: F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Restricted stock units granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026.

Footnote F2

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

Footnote F3

On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026.

Footnote F4

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

SEC remarks

Exhibit 24