Trabuco Carolyn 4

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.