Grafton Jennifer S 4

What Happened

• Jennifer S. Grafton, Chief Operating Officer, General Counsel and Secretary of Rare Earths Americas, had 101,058 restricted stock units (RSUs) convert/vest on May 7, 2026 in connection with the company’s IPO. The Form 4 lists an exercise/conversion of a derivative (code M) for 101,058 shares. No cash price or sale occurred — this was a vesting/conversion event tied to the liquidity event (IPO), not an open-market sale.

Key Details

• Transaction date: May 7, 2026 (reported on Form 4 filed May 8, 2026) — filing appears timely.
• Shares involved: 101,058 RSUs converted/vested. No dollar price or proceeds reported (N/A).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1/F2 state the RSUs vested because the IPO was a “Liquidity Event,” but under underwriting lock-up agreements the shares will not settle to the recipient until the lock-up period expires.
• Transaction code: M (exercise or conversion of a derivative security). This reflects RSU conversion rather than a purchase or sale.

Context

• This is a routine compensation/vesting event triggered by the IPO, not an indication of an open-market purchase or sale. Because of the lock-up, the shares are not currently available for sale on the market. For retail investors, vesting upon an IPO is common and does not by itself signal insider buying or selling intent.