Swartz Donald S 4

4 · Rare Earths Americas, Inc. · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

Rare Earths Americas CEO Donald Swartz Converts 284,226 RSUs

What Happened

Donald S. Swartz, CEO, President and Director of Rare Earths Americas, had 284,226 restricted stock units (RSUs) convert/exercise on May 7, 2026 (transaction code M). The filing shows both an "acquired" and "disposed" derivative entry for 284,226 shares; price and total dollar value are listed as N/A. These RSUs vested because the company closed its initial public offering (a Liquidity Event).

Key Details

Transaction date: 2026-05-07; Form 4 filed: 2026-05-08 (timely).
Shares involved: 284,226 RSUs converted/exercised. Price and aggregate dollar amount: N/A in the filing.
Shares owned after transaction: not specified in the provided filing details.
Footnotes: F1 notes the RSUs vested at IPO close but will not settle to the recipient until the underwriting lock‑up expires. F2 confirms each RSU converted to a contingent right to receive one share upon the Liquidity Event (the IPO), triggering vesting.
No open‑market sale or cash purchase is reported; the entries reflect conversion/settlement mechanics rather than a sale of shares for proceeds.

Context

This was vesting/conversion of previously granted RSUs triggered by the IPO (not a market purchase or sale). Because the shares remain subject to the IPO lock‑up, they are not currently free trading. Such vesting events are routine for executives upon a liquidity event and do not by themselves indicate a buy or sell sentiment.

Form 4

Period: 2026-05-07

DirectorCEO and President

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-05-07+284,226→ 284,226 total
Exercise/Conversion
Restricted Stock Unit
[F2]
2026-05-07−284,226→ 0 total
→ Common Stock (284,226 underlying)

Footnotes (2)

[F1]Pursuant to the Restricted Stock Unit Agreement, the shares vested to the recipient on the closing date of the IPO. However, due to lock-up agreements signed pursuant to the Underwriting Agreement, the shares won't settle to the recipient until the lock-up period expires.
[F2]Each restricted stock unit represented a contingent right to receive a share of REA common stock upon a Liquidity Event, as defined in the Award Agreement. On May 7, 2026, REA closed its initial public offering, which was a Liquidity Event, triggering the vesting of all shares.

Signature

/s/ Jennifer Grafton as attorney-in-fact for Donald Swartz|2026-05-08

1 file