Trabuco Carolyn 4

What Happened
Carolyn Trabuco, a director of USA Rare Earth, was granted 6,438 restricted stock units (RSUs) on 2026-06-03. The Form 4 reports the acquisition as a derivative award at $0.00 (transaction code A); each RSU represents the right to receive one share of common stock upon settlement. The filing was submitted on 2026-06-04.

Key Details

• Transaction date: 2026-06-03; Form 4 filed: 2026-06-04 (timely).
• Award: 6,438 restricted stock units (RSUs); Form 4 reports acquisition price $0.00 (derivative award).
• Vesting/settlement: RSUs will fully vest on the earlier of one year from the grant date or the 2027 annual meeting (anticipated on or about June 2, 2027) (Footnote F1).
• Each RSU equals the right to receive one share upon settlement (Footnote F2).
• Shares owned after the grant are not disclosed in the supplied filing excerpt.
• Exhibit noted: Exhibit 24.

Context
This was a compensation award to a director, not a market purchase or sale. RSUs are derivative awards that convert into actual shares only upon vesting/settlement; recipients typically do not have the full rights of stockholders (e.g., voting) until then. Awards like this are routine director compensation and should be interpreted differently than open-market purchases or sales.