Caulfield Thomas 4

What Happened

• Thomas Caulfield, a director of USA Rare Earth, was issued 271 shares on July 7, 2026 as an award/acquisition (transaction code A). The shares were issued at $0.00, reflecting stock granted in lieu of cash board service compensation for the period June 3–June 30, 2026. The reported aggregate value is $0.

Key Details

• Transaction date: 2026-07-07; Price per share: $0.00; Shares acquired: 271.
• Reported as an award/grant (code A) — common stock issued in lieu of board fees (see footnote F1).
• Filing date (accession 0001342570-26-000009): 2026-07-07 — filed contemporaneously with the transaction (not indicated as late).
• Shares owned after the transaction: not specified in this Form 4.
• Remarks: Exhibit 24 referenced in the filing.

Context

• This issuance is compensation for board service, not an open-market purchase or sale; such awards compensate directors and do not necessarily signal a personal buy/sell decision. No exercise, sale, or cashless transaction occurred — simply issuance of common stock in lieu of cash.