USA Rare Earth, Inc.·4

Apr 1, 4:07 PM ET

Steele William Robert Jr 4

4 · USA Rare Earth, Inc. · Filed Apr 1, 2026

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USA Rare Earth (USAR) CFO William R. Steele Jr. Receives RSU Award

What Happened William R. Steele Jr., Chief Financial Officer of USA Rare Earth, was granted 63,493 restricted stock units (RSUs) on March 31, 2026. The award is reported as a derivative acquisition (transaction code A) at $0.00 per unit (no cash paid at grant). Each RSU represents the right to receive one share of common stock upon settlement.

Key Details

  • Transaction date: 2026-03-31; filing date (Form 4): 2026-04-01 (timely filing).
  • Grant: 63,493 RSUs; grant price reported $0.00 (no immediate cash value recognized in the Form 4).
  • Vesting: RSUs vest in three equal tranches (33 1/3% each) on March 1, 2027; March 1, 2028; and March 1, 2029. (Footnotes F1–F2)
  • Each RSU equals one share on settlement (Footnote F2).
  • Shares owned after the transaction: Not disclosed in this Form 4.
  • Transaction code: A = Award/Grant. Exhibit referenced: Exhibit 24.

Context This was a compensatory equity grant (RSUs), a common form of executive compensation; it is neither an open-market purchase nor a sale. RSUs only convert to actual shares upon vesting/settlement, so this grant does not immediately increase tradable share ownership. Such grants are routine but useful to note when tracking insider compensation and potential future share issuance upon vesting.

Insider Transaction Report

Form 4
Period: 2026-03-31
Steele William Robert Jr
Chief Financial Officer
Transactions
  • Award

    Restricted Stock Units

    [F1][F2]
    2026-03-31+63,49363,493 total
    Common Stock, par value $0.0001 per share (63,493 underlying)
Footnotes (2)
  • [F1]The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on March 1, 2027, March 1, 2028, and March 1, 2029, respectively.
  • [F2]Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
Signature
/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.|2026-04-01

Documents

2 files