Kern Paul J 4

What Happened
Paul J. Kern, a director of USA Rare Earth, received 11,211 shares of the company's common stock on April 15, 2026. The Form 4 reports this as an award/acquisition (code A) and a conversion/exercise of a derivative (code M) for the same 11,211 shares; no cash price is reported (N/A) because the shares vested under an earnout provision rather than a purchase. The filing notes that Trigger Event I (the $15 price target met for 20 of 30 trading days) was satisfied, causing 50% of the earnout (11,211 of up to 22,423 shares) to vest.

Key Details

• Transaction date: 2026-04-15 (reported on Form 4 filed 2026-04-21).
• Security/change codes: A = award/acquisition of 11,211 shares; M = exercise/conversion of a derivative for 11,211 shares. Price per share: N/A (earnout vesting, no cash paid).
• Shares acquired: 11,211 (represents 50% of the maximum 22,423 earnout shares).
• Shares owned after transaction: Not specified in the provided filing.
• Footnotes: F1 states Trigger Event I was satisfied on 4/15/2026 and the right to receive shares became fixed and irrevocable upon the business combination closing on 3/13/2025. F2 refers to the Remarks.
• Filing timeliness: Report filed 6 days after the transaction (filed 4/21/2026 for a 4/15/2026 event). This appears to be late relative to the typical 2-business‑day Form 4 deadline.

Context
These shares were issued under an earnout in the business combination agreement when USA Rare Earth acquired USA Rare Earth, LLC (closing 3/13/2025). The earnout grants up to 22,423 shares: 50% vests if NASDAQ closes at or above $15.00 for 20 of 30 consecutive trading days during the Earnout Period (3/13/2026–3/13/2031) (Trigger Event I), and the remaining 50% vests if a $20.00 target is similarly met (Trigger Event II). In a Change of Control, vesting depends on the consideration paid relative to these targets. The Form shows conversion of a derivative instrument into shares rather than a market sale.