Trabuco Carolyn 4

4 · USA Rare Earth, Inc. · Filed Jun 8, 2026

AI-generated summary of this filing

Updated Jun 8, 2026

USA Rare Earth Director Carolyn Trabuco Sells 13,000 Shares

What Happened

Carolyn Trabuco, a director of USA Rare Earth, sold 13,000 shares of USAR common stock in an open‑market transaction on June 8, 2026. The weighted average sale price reported was $22.77 per share, for reported gross proceeds of $295,984. This was a sale (not a purchase) and therefore does not indicate a direct bullish purchase signal.

Key Details

Transaction date: 2026-06-08.
Transaction type: Sale (open market), executed in multiple trades at prices from $22.760 to $22.785; weighted average $22.77 (footnote F2).
Reported proceeds: $295,984.
Shares owned after transaction: Not disclosed in the provided Form 4 excerpt.
Footnote F1: 1,300 of the sold shares were matchable as a short‑swing transaction under Section 16(b) against a purchase on Jan 29, 2025 (1,300 shares at $22.5994). The reporting person agreed to remit $208.34 to USA Rare Earth upon settlement, representing the profit from that short‑swing portion (net of transaction costs).
Timeliness: Filing date equals the transaction date (2026-06-08); no late‑filing indication in the provided data.
Availability of trade details: Per F2, the reporting person will provide upon request full breakdown of the number of shares and prices for the multiple trades.

Context

Sales by directors can be routine (liquidity, diversification, tax planning) and are not by themselves proof of company outlook. The small short‑swing payment noted in F1 corrects a Section 16(b) match and is administrative rather than an indication of trading intent.

Form 4

Period: 2026-06-08

Director

Transactions

Sale
Common Stock, par value $0.0001 per share
[F1][F2]
2026-06-08$22.77/sh−13,000$295,984→ 18,783 total

Footnotes (2)

[F1]The reporting person's sale of USAR common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,300 shares, with the reporting person's purchase of 1,300 shares of USAR common stock on January 29, 2025 in one lot at $22.5994. The reporting person has agreed to pay to USAR, upon settlement of the sale, $208.34, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.
[F2]This transaction was executed in multiple trades at prices ranging from $22.760 to $22.785. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Signature

/s/ Derek Ching, attorney-in-fact for Carolyn Trabuco|2026-06-08

1 file