Gutnick Mordechai Zev 4

What Happened Mordechai Gutnick, a director of USA Rare Earth, reported an award/acquisition and a conversion of a derivative tied to an earnout from the company's March 13, 2025 business combination. The filing shows transactions dated April 15, 2026 and reports 939,618 units under transaction codes A (award/grant) and M (exercise/conversion of derivative), but the remarks clarify that Trigger Event I was satisfied on April 15, 2026 and the reporting person became entitled to receive 11,211 common shares (50% of a maximum 22,423 earnout shares). No cash price or dollar value is provided in the filing.

Key Details

• Transaction date: April 15, 2026 (reported on Form 4 filed April 22, 2026).
• Reported entitlement: 11,211 common shares vested under Earnout Trigger I (50% of up to 22,423 shares).
• Form line-items: 939,618 units shown for A (award) and M (conversion); remarks specify the 11,211 common shares outcome.
• Holdings after transaction: The filing indicates the securities are held directly by the Critical Minerals Trust (Mr. Gutnick is trustee) and Mr. Gutnick disclaims beneficial ownership except to the extent of any pecuniary interest; the Form does not report a clear total post-transaction beneficial ownership number.
• Footnotes: F1 — Trigger Event I satisfied 4/15/2026; rights became fixed/irrevocable on closing 3/13/2025. F2 — securities held by Critical Minerals Trust; Gutnick disclaims beneficial ownership except pecuniary interest. F3 — see remarks.
• Timeliness: The Form 4 was filed April 22 for an April 15 transaction (7 days later), which appears later than the SEC’s usual two-business-day reporting window for insider transactions.

Context This was an earnout vesting tied to stock-price performance (Trigger Event I: NASDAQ closing price ≥ $15 for 20 of 30 consecutive trading days during the 3/13/2026–3/13/2031 earnout period). The earnout awards are contingent consideration from the prior business combination (not an open‑market purchase or sale). The second half of the earnout (another 11,212 shares) vests only if a higher $20 price target is met. In a change-of-control, vesting depends on the consideration meeting applicable price targets or may be forfeited.