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

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: USAR
Reported as of: 01 Oct 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 03 Oct 2025, 16:43:29 UTC
Prior SEC filing: 28 Jul 2025
Next SEC filing: 13 Feb 2026
Source filing: View source filing
Reporting owner signature: /s/ David Kronenfeld, attorney-in-fact for Barbara Humpton

Key filing fact

Barbara Humpton filed Form 4 for USA Rare Earth, Inc. (USAR) on 03 Oct 2025.

Key facts

This page summarizes Barbara Humpton's Form 4 filing for USA Rare Earth, Inc. (USAR).
3 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 03 Oct 2025, 16:43.

Change

Previous filing in this sequence was filed on 28 Jul 2025.
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 0001790041 Primary reporting owner

Humpton Barbara

Relationship: Chief Executive Officer, Director
Address: 100 W AIRPORT BLVD., STILLWATER
Signature: /s/ David Kronenfeld, attorney-in-fact for Barbara Humpton
Signature date: 03 Oct 2025

Reported derivative securities

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

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +250,662
Change %
Price: $0.000000
Shares after: 250,662
Date: 01 Oct 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 250,662
Exercise price
Footnotes: F1, F2

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +313,327
Change %
Price: $0.000000
Shares after: 313,327
Date: 01 Oct 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 313,327
Exercise price
Footnotes: F1, F2

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +62,666
Change %
Price: $0.000000
Shares after: 62,666
Date: 01 Oct 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 62,666
Exercise price
Footnotes: F1, F3

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote F1

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

Footnote F2

The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on October 1, 2026, October 1, 2027 and October 1, 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.

Footnote F3

The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on October 1, 2026 and October 1, 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.