USA Rare Earth (USAR) President Thrasyvoulos Receives RSU Award

What Happened

• Thrasyvoulos, President and Director of USA Rare Earth (USAR), was granted two restricted stock unit (RSU) awards on 2026-09-03 totaling 442,914 RSUs (216,541 RSUs + 226,373 RSUs). Each RSU represents the right to receive one share of common stock at settlement. The awards were granted at $0.00 per RSU (derivative awards), so no cash was exchanged at grant.

Key Details

• Transaction date: 2026-09-03; Form 4 filed: 2026-09-08.
• Grants: 216,541 RSUs (A) and 226,373 RSUs (A); price reported = $0.00; reported value = $0 (derivative awards).
• Vesting / release specifics:
  • First grant (216,541 RSUs): vests in two tranches — 97,443 RSUs vest on 2026-12-31 and 119,098 RSUs vest on 2027-12-31. (Footnote F1)
  • Each RSU equals one share at settlement. (Footnote F2)
  • Second grant (226,373 RSUs): vests upon the reporting person reaching age 65; underlying shares are released in two equal tranches upon separation from service on or after age 65 (or as a "good leaver"), with the second tranche released on the first anniversary of separation and subject to a six‑month delay under IRC §409A. (Footnote F3)
• Shares owned following the transaction: Not specified in the provided filing data.
• Filing timeliness: Form 4 was filed five days after the transaction date; Form 4s are typically required within two business days, so this filing appears delayed.
• Remarks/Exhibit: Exhibit 24 noted in filing.

Context

• These are derivative awards (RSUs) rather than open-market purchases or sales; they indicate potential future issuance of common shares if vesting and release conditions are met. RSU awards do not involve immediate cash payment by the insider and are contingent on vesting/age/service conditions described above. This filing is informational; it does not by itself indicate buying or selling intent.