Changes in Beneficial Ownership · 4
USA Rare Earth, Inc.
USARNASDAQEQUITYCurrent
Changes in Beneficial Ownership
Structured filing — 4
wk-form4_1791247712.xml
Filing details
- Report period
- 2026-10-01
- Issuer
- USA Rare Earth, Inc.
- Issuer CIK
- 0001970622
- Trading symbol
- USAR
Reporting owner 1
- Name
- Moraitis Thrasyvoulos
- Reporting owner CIK
- 0001918084
- Relationship
- Director · Officer
- Officer title
- Chief Executive Officer
- Address
- 100 W. AIRPORT ROAD, STILLWATER, OK, 74075
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | [F1] | 2026-10-01 | A · Form 4 | 108,696[F2] | A | 0 | [F1] | [F1] | Common Stock, par value $0.0001 per share | 108,696[F2] | 108,696 | I | The Mithrastarios Trust[F1] |
| Restricted Stock Units | [F3] | 2026-10-01 | A · Form 4 | 362,319[F2] | A | 0 | [F3] | [F3] | Common Stock, par value $0.0001 per share | 362,319[F2] | 362,319 | I | The Mithrastarios Trust[F3] |
Table key
- A · Form 4
- Acquisition by grant, award or otherwise under Rule 16b-3(d)
- A
- Acquired
- I
- Indirect
Derivative holdings
| Security | Conversion / exercise price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Amount owned | Ownership | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | [F4] | [F4] | [F4] | Common Stock, par value $0.0001 per share | 226,373[F2] | 226,373 | I | The Mithrastarios Trust[F4] |
Table key
- I
- Indirect
Footnotes
- 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.↩ 1↩ 2↩ 3↩ 4
- F2
- Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.↩ 1↩ 2↩ 3↩ 4↩ 5
- 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.↩ 1↩ 2↩ 3↩ 4
- 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↩ 1↩ 2↩ 3↩ 4
Remarks
Exhibit 24
Signature 1
- Signed
- /s/ Derek Ching, attorney-in-fact for Thrasyvoulos Moraitis
- Date
- 2026-10-05
Filed exhibits
- EX-24 ↗exhibit24-moraitist.htm
Company context
USA Rare Earth, Inc. (Nasdaq: USAR) is building a fully integrated rare-earth and permanent-magnet value chain across the United States, Brazil and the United Kingdom. Through its ownership of Less Common Metals (LCM), one of the world’s leading producers of rare-earth metals and alloys, its development of magnet manufacturing capacity in Stillwater, Oklahoma, its Pela Ema mine in Brazil and the Round Top deposit in Texas, USA Rare Earth is pursuing capabilities across the value chain from mining to metal-making, alloy production and neodymium magnet manufacturing. USA Rare Earth is establishing a secure, Western-aligned supply of materials essential to the aerospace and defense, semiconductor, energy, data center, physical AI, mobility, healthcare and industrial sectors. For more information, visit www.usare.com.