Gutnick Mordechai Zev 4

What Happened

• Mordechai Zev Gutnick, a director of USA Rare Earth (USAR), converted (exercised) restricted stock units (RSUs) into 30,483 shares on May 20, 2026 and the same shares were disposed the same day. The conversions were for 18,199 shares at $22.57 (value $410,751) and 12,284 shares at $22.57 (value $277,250), for combined proceeds of $688,001. This sequence — conversion followed by same-day disposition — is effectively an exercise/conversion with immediate sale (cashless-style transaction), not a straightforward buy.

Key Details

• Transaction date: May 20, 2026; Form filed: May 21, 2026 (timely filing).
• Prices and amounts: 18,199 shares @ $22.57 = $410,751; 12,284 shares @ $22.57 = $277,250; total 30,483 shares, $688,001.
• Transaction codes: M = exercise/conversion of derivative; matching disposition entries indicate the shares were sold/removed the same day.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: (F1) Reported securities are held by the Critical Minerals Trust, of which Gutnick is trustee (he disclaims beneficial ownership except to the extent of pecuniary interest). (F2) The RSUs fully vested on May 20, 2026. (F3) Each RSU equals the right to one common share.

Context

• This was not a purchase for an increased stake; it was an RSU vesting/conversion with immediate sale of the resulting shares. Such transactions are commonly used to realize value from awards or cover withholding obligations; the filing shows conversion and disposal same day but does not state the reason.
• The transaction appears routine and was reported promptly the next day.