Kern Paul J 4

What Happened

• Paul J. Kern, a director of USA Rare Earth, became entitled to 11,211 shares of common stock on May 15, 2026 pursuant to an earnout award tied to the company's business-combination agreement. The Form 4 shows an award/acquisition (code A) and a concurrent exercise/conversion of a derivative (code M) converting that award into common shares. No per-share price or cash value is disclosed (N/A).

Key Details

• Transaction date: May 15, 2026 (Filed: May 15, 2026) — filing appears timely.
• Shares acquired/issued: 11,211 common shares (codes A and M). No dollar amount reported.
• Remaining potential earnout: up to 22,423 total shares under the agreement, so 11,212 shares remain contingent on the higher trigger.
• Footnotes: Trigger Event II (the $20 price target met for 20 of 30 trading days) was satisfied on May 15, 2026. The reporting person's right to receive additional shares was fixed and irrevocable as of the business-combination closing on March 13, 2025.
• Form 4 did not report the reporting person’s total post-transaction holdings (only the earnout entitlement and conversion are shown).

Context

• Earnout structure: Under the merger agreement, up to 22,423 shares vest in two equal tranches — 50% if NASDAQ closes ≥ $15 for 20 of 30 trading days (Trigger I) and the remaining 50% if it reaches ≥ $20 for 20 of 30 trading days (Trigger II). Trigger II was met, causing this tranche to vest.
• Derivative conversion: The M-code indicates a conversion/exercise of a derivative instrument into the underlying common shares rather than an open-market purchase or sale.