USA Rare Earth, Inc.: CEO Moraitis Thrasyvoulos received 471,015 shares

What happened

• Moraitis Thrasyvoulos, CEO, received 108,696 and 362,319 restricted stock units (RSUs) on Oct 1, 2026. Each RSU represents the right to receive one share of common stock at settlement. Reported price for both grants: $0.00; reported value: $0.

Key details

• Transaction date and price: Oct 1, 2026, grant/award (code A) at $0.00 for 108,696 RSUs and 362,319 RSUs.
• Shares owned after the transaction: not specified in the filing information provided.
• Vesting and settlement:
  • 108,696 RSUs: vest 1/2 on Oct 1, 2027 and 1/2 on Oct 1, 2028, subject to continued service; vests in full on separation as a "Good Leaver" (subject to six-month delay under Section 409A) or on/after age 65. The reporting person contributed these RSUs to The Mithrastarios Trust on Oct 5, 2026, changing beneficial ownership from direct to indirect. (Footnote F1)
  • 362,319 RSUs: vest 1/3 on Oct 1, 2027, 1/3 on Oct 1, 2028, and 1/3 on Oct 1, 2029, subject to continued service; vests in full on separation as a "Good Leaver" (subject to six-month delay under Section 409A) or on/after age 65. The reporting person contributed these RSUs to The Mithrastarios Trust on Oct 5, 2026, changing beneficial ownership from direct to indirect. (Footnote F3)
  • Each RSU converts to one share at settlement. (Footnote F2)
  • The filing also includes disclosure about 226,373 RSUs granted Sep 3, 2026 and contributed to The Mithrastarios Trust on Sep 18, 2026; those RSUs vest and release on conditions tied to age 65 and separation from service. (Footnote F4)
• Filing date: Oct 5, 2026. The filing does not indicate a late filing.

Why it may matter

• These were grants of restricted stock units (derivative awards), not open-market purchases or sales; RSUs convert to common shares at settlement per the agreement.
• The reporting person contributed the RSUs to The Mithrastarios Trust, changing form of beneficial ownership from direct to indirect.
• This filing does not show why the insider traded or why the company acted.