Thrasyvoulos Moraitis - 01 Oct 2026 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: USAR
Reported as of: 01 Oct 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Oct 2026, 20:48:35 UTC
Prior SEC filing: 08 Sep 2026
Source filing: View source filing
Reporting owner signature: /s/ Derek Ching, attorney-in-fact for Thrasyvoulos Moraitis

Key filing fact

Thrasyvoulos Moraitis filed Form 4 for USA Rare Earth, Inc. (USAR) on 05 Oct 2026.

Key facts

This page summarizes Thrasyvoulos Moraitis's Form 4 filing for USA Rare Earth, Inc. (USAR).
2 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 05 Oct 2026, 20:48.

Change

Previous filing in this sequence was filed on 08 Sep 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 0001918084 Primary reporting owner

Moraitis Thrasyvoulos

Relationship: Chief Executive Officer, Director
Address: 100 W. AIRPORT ROAD, STILLWATER
Signature: /s/ Derek Ching, attorney-in-fact for Thrasyvoulos Moraitis
Signature date: 05 Oct 2026

Reported derivative securities

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

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares: +108,696
Change %
Price: $0.000000^*
Shares after: 108,696
Date: 01 Oct 2026
Ownership: The Mithrastarios Trust
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 108,696
Exercise price
Footnotes: F1, F2

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value
Shares: +362,319
Change %
Price: $0.000000^*
Shares after: 362,319
Date: 01 Oct 2026
Ownership: The Mithrastarios Trust
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 362,319
Exercise price
Footnotes: F2, F3

USAR holding Derivative

Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 226,373
Date: 01 Oct 2026
Ownership: The Mithrastarios Trust
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 226,373
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

The restricted stock unit vests 1/2 on October 1, 2027 and 1/2 on October 1, 2028, subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 108,696 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

Footnote F2

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

Footnote F3

The restricted stock unit vests 1/3 on October 1, 2027, 1/3 on October 1, 2028, and 1/3 on October 1, 2029 subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 362,319 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

Footnote F4

The restricted stock unit vests upon obtaining age 65; however the underlying shares will be released to the reporting person in two equal tranches upon "separation from service" on or after age 65 or as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), and on the first anniversary of such separation. The award of 226,373 Restricted Stock Units was granted on September 3, 2026. The reporting person contributed 226,373 Restricted Stock Units to The Mithrastarios Trust on September 18, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect

SEC remarks

Exhibit 24