Notice of Proposed Sale · 144
USA Rare Earth, Inc.
USARNASDAQEQUITYCurrent
Notice of Proposed Sale
Structured filing — 144
primary_doc.xml
Notice of proposed sale. The proposed amounts below do not establish that a sale occurred.
Proposed-sale notice
- Issuer
- USA Rare Earth, Inc.
- Issuer CIK
- 0001970622
- SEC file number
- 001-41711
- Phone
- 813-867-6155
- Person for whose account securities are to be sold
- Humpton Barbara
- Relationships to issuer
- Former Officer and Director
- Street
- 100 W AIRPORT ROAD
- City
- STILLWATER
- State / country code
- OK
- Postal code
- 74075
Securities proposed for sale
| Security | Proposed units | Aggregate market value | Units outstanding | Approximate sale date | Exchange | Broker / market maker |
|---|---|---|---|---|---|---|
| Common | 88,391 | 1,215,128.76 | 244,720,099 | 10/02/2026 | NASDAQ | Fidelity Brokerage Services LLC |
Broker / market maker — proposed row 1, entry 1
- Name
- Fidelity Brokerage Services LLC
- Street
- 900 Salem Street
- City
- Smithfield
- State / country code
- RI
- Postal code
- 02917
Acquisition of securities to be sold
| Security | Acquired | Nature of acquisition | Acquired from | Amount acquired | Gift transaction | Payment date | Nature of payment |
|---|---|---|---|---|---|---|---|
| Common | 10/01/2026 | Restricted Stock Vesting | Issuer | 88,391 | N | 10/01/2026 | Compensation |
Prior-sale reporting
- Nothing to report for the preceding three months
- Y
Remarks
Sale includes an amount necessary to cover a tax obligation resulting from the settlement of a vested equity award distribution.
Notice signature
- Notice date
- 10/02/2026
- Signed
- /s/ Gary Redman, as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Barbara Humpton
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.