Gutnick Mordechai Zev 4

What Happened Mordechai Gutnick, a director of USA Rare Earth, became entitled to 939,618 shares of common stock on May 15, 2026 under an earnout in the business combination agreement that closed March 13, 2025. The filing reports an award/acquisition (code A) of 939,618 shares and the conversion/exercise of a derivative (code M) tied to the earnout. No per‑share price or cash value is reported for these shares (N/A).

Key Details

• Transaction date: May 15, 2026. Reported securities: 939,618 shares.
• Price: N/A (shares issued/vested under earnout rather than an open‑market purchase or sale).
• Shares held after transaction: the 939,618 reported shares are held directly by the Critical Minerals Trust (Mr. Gutnick is trustee); he disclaims beneficial ownership except to the extent of his pecuniary interest.
• Footnotes: F1 — Trigger Event II was satisfied on May 15, 2026; the reporting person’s right to receive additional shares became fixed and irrevocable upon the March 13, 2025 closing. F2 — shares held by the Critical Minerals Trust. F3 — see remarks.
• Filing timeliness: report covers the May 15, 2026 event and was filed on May 15, 2026 (no late‑filing indication in the form).

Context The shares came from an earnout tied to USAR’s acquisition of USA Rare Earth, LLC. Under the agreement, up to 939,618 shares vest in two tranches during the earnout period (3/13/2026–3/13/2031): 50% if the NASDAQ closing price hits $15 for 20 of 30 consecutive trading days (Trigger Event I), and the remaining 50% if it hits $20 for 20 of 30 trading days (Trigger Event II). In a Change of Control the shares vest only if the consideration meets the applicable price target. The filing reports conversion of the derivative/earnout right into common stock (code M) and the related award (code A).