Trabuco Carolyn 4

What Happened

• Carolyn Trabuco, a director of USA Rare Earth (USAR), had restricted stock units (RSUs) that vested on May 20, 2026. The filing shows conversion/acquisition of 30,483 shares (18,199 + 12,284) at $22.57 per share (total value $688,001) and matching disposition entries at the same price — indicating the shares were converted and then disposed (sold) on the same date.
• The transactions are reported under the Form 4 code for exercise/conversion of a derivative (M), but the footnotes clarify these were vested RSUs converting into common shares.

Key Details

• Transaction date: May 20, 2026; reported on Form 4 filed May 21, 2026 (timely).
• Prices and amounts: 18,199 shares @ $22.57 = $410,751; 12,284 shares @ $22.57 = $277,250; combined ≈ $688,001.
• Shares owned after transaction: not disclosed in the provided filing.
• Notable footnotes: F1 — the restricted stock units fully vested on May 20, 2026; F2 — each RSU converts into one share of common stock.
• No 10b5-1 plan, tax-withholding or late-filing flags indicated in the provided information.

Context

• This filing reflects vested RSUs converting to common stock (an award vesting) and an immediate disposition of those shares. Conversions/vestings themselves are compensation events; the matching disposals show the shares were sold soon after conversion.
• Such transactions are routine for vested equity awards and do not, by themselves, indicate an insider view of the company’s prospects.