DyTb (TMRC) Director Cecil C. Wall Sells Shares

What Happened

• Cecil C. Wall, a director, recorded dispositions of a total of 1,743,780 shares of the issuer (47,112 + 1,696,668) on August 7, 2026. No per-share price is reported because the shares were disposed pursuant to a merger rather than an open‑market sale; the issuer shares converted into parent company stock and cash in lieu of fractional shares under the merger agreement.

Key Details

• Transaction date: August 7, 2026 (reported on Form 4 filed August 14, 2026).
• Transaction type: Disposition to the issuer under the Agreement and Plan of Merger (not an open‑market sale); price shown as N/A in the filing.
• Shares disposed: 47,112 and 1,696,668 (total 1,743,780).
• Consideration: Per the merger terms, each issuer share converted into 0.043279843 shares of Parent (USA Rare Earth, Inc.) plus cash for fractional shares (footnote F2).
• Shares owned after transaction: Not specified in the Form 4 (reported shares were held in various trusts/entities controlled by the reporting person — footnote F3).
• Filing timeliness: Filed Aug 14, 2026 for an Aug 7, 2026 transaction — appears late relative to the usual 2-business‑day Form 4 deadline.

Context

• These were merger-related dispositions: the issuer (Texas Mineral Resources Corp.) became a wholly owned subsidiary of the parent and the surviving entity was renamed DyTb, LLC. Because the shares were converted into parent stock and cash under the merger agreement, this is not the same as a director selling shares on the open market and carries different implications for interpreting insider sentiment.