Gutnick Mordechai Zev 4/A

What Happened

• Mordechai Zev Gutnick, a director of USA Rare Earth, became entitled to receive 939,618 shares of the company's common stock on April 15, 2026 pursuant to an earnout provision in the business combination agreement. The Form 4 reports an award/acquisition (code A) of 939,618 shares and the conversion/exercise of a derivative (code M) covering the same 939,618 shares. No per‑share price was reported (N/A).

Key Details

• Transaction date: April 15, 2026 (reported on an amended Form 4 filed May 15, 2026).
• Shares involved: 939,618 shares became vested/entitled under Trigger Event I; reported as both an award/acquisition and conversion of a derivative.
• Price: N/A (earnout vesting based on stock‑price triggers, not a cash purchase).
• Holdings: Reported securities are held directly by the Critical Minerals Trust, of which Mr. Gutnick is trustee; he disclaims beneficial ownership except to the extent of his pecuniary interest (Footnote F2).
• Filing status: This is an amended Form 4 filed nearly a month after the April 15 trigger; insiders are normally required to report within 2 business days, so investors should note the delayed/amended filing.
• Footnotes: F1 confirms Trigger Event I was satisfied on 4/15/2026 and the right became fixed and irrevocable upon the March 13, 2025 closing; see remarks for earnout details (F3).

Context

• The 939,618 shares are an earnout tied to the March 13, 2025 business combination. Under the agreement, 50% vests if the NASDAQ closing price reaches or exceeds $15.00 for 20 of 30 consecutive trading days during the earnout period (3/13/2026–3/13/2031) (Trigger Event I); the remaining 50% vests if the price reaches $20.00 for the same condition (Trigger Event II). In a Change of Control, vesting depends on whether the consideration meets the applicable price target.
• The M code indicates conversion/exercise of a derivative into common stock (i.e., the earnout derivative vested/was converted). These are not open‑market purchases or sales and therefore do not by themselves signal buying or selling intent in the market.