Caulfield Thomas 4

What Happened
Thomas Caulfield, a director of USA Rare Earth, reported awards and conversions on June 3, 2026. The filing shows grants and conversions at $0.00: 407 shares awarded (A), an exercise/conversion of 2,548 derivative shares acquired (M) and an equal 2,548 derivative shares disposed (M), and an additional 6,438 shares awarded as a derivative (A). Netting the reported acquisitions and disposals results in 6,845 more shares attributable to Caulfield (all reported at $0 total value).

Key Details

• Transaction date: June 3, 2026; Form 4 filed June 4, 2026 (appears timely).
• Reported prices/values: all transactions reported at $0.00 per share; total reported value $0.
• Reported activity (codes): A = grant/award; M = exercise or conversion of a derivative; one M-line shows matching acquisition and disposition of 2,548 shares.
• Net change from these entries: +6,845 shares (9,393 shares acquired in filings minus 2,548 disposed).
• Shares owned after the transactions: not stated in the provided excerpt.
• Footnotes from the filing: RSUs were granted in lieu of board service compensation (grant date March 19, 2026); each RSU equals one share; the reported RSUs vested in full on June 3, 2026; an additional note describes vesting occurring earlier of one year from grant or the 2027 annual meeting (per the filing).

Context
The filing records RSU awards (A) and exercises/conversions of derivatives (M). The matching 2,548-share acquisition and disposal suggests conversion followed by an immediate disposition or netting as reported, but the Form 4 does not state the reason (e.g., sale, tax withholding, or transfer). Awards and RSU vesting are common in board compensation and do not by themselves indicate a buy/sell sentiment; however, awards increase insider exposure to company stock.