Form 4 for USAR USA Rare Earth, Inc.
Accepted 2026-05-15 20:14:12 ET · period of report 2026-05-15 · accession 0001666771-26-000006 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2026-05-15 20:14 | 2026-05-15 | USAR | Gutnick Mordechai Zev | Dir | A - Grant | — | +939.6K | 15.55M | +6% | — |
| DI | 2026-05-15 20:14 | 2026-05-15 | USAR | Gutnick Mordechai Zev | Dir | M - OptEx | — | -939.6K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.0001 per share | 2026-05-15 | A | A | 939,618 | — | 15,550,262 | I Critical Minerals Trust | — | — | (F1) Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025. (F2) The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein. |
| 2 | Derivative | Earnout Right to Common Stock | 2026-05-15 | M | D | 939,618 | — | 0 | I Critical Minerals Trust | — · — to 2026-03-13 | 939,618 Common Stock, par value $0.0001 per share | (F3) See Remarks (F1) Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025. (F1) Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025. (F2) The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein. |