Kern Paul J 4

What Happened

• Paul J. Kern, a director of USA Rare Earth (USAR), executed conversions/exercises of derivative securities on May 20, 2026. He acquired 18,199 shares at $22.57 ($410,751) and 12,284 shares at $22.57 ($277,250) — a total of 30,483 shares for about $688,001 — and the filing shows the same amounts were disposed the same day (derivative disposition).

Key Details

• Transaction date: May 20, 2026; Form 4 filed May 21, 2026 (timely).
• Price reported: $22.57 per share; totals: $410,751 and $277,250 (combined ~$688,001).
• Shares acquired then disposed: 18,199 and 12,284 (total 30,483).
• Footnotes: F1 — a restricted stock unit fully vested on May 20, 2026. F2 — each restricted stock unit equals the right to receive one share at settlement.
• Shares owned after the transactions: not specified in the provided filing excerpt.

Context

• The filing uses transaction code M (exercise or conversion of derivative securities). The footnotes indicate RSUs vested on May 20 and convert to shares (one share per RSU). The same-day disposal in the filing means the acquired shares were transferred/sold at or after conversion; the filing does not state the specific reason (e.g., tax withholding or cashless sale). This is a conversion/exercise plus immediate disposition rather than a net new long-term purchase.