USAR · USA Rare Earth, Inc. · Insider Trading

Sell-to-cover for taxes associated with the vesting of RSUs received by the reporting person.

This figure is the weighted average sales price of multiple trades ranging from $13.665 to $14.00 per share. The reporting person undertakes to provide the SEC Staff, USA Rare Earth, Inc. or a shareholder of USA Rare Earth, Inc. full information about the number of shares sold at each separate price upon request.

The restricted stock units ("RSUs") were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-third vested on October 1, 2026 and the remainder is forfeited.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit vests 1/3 on October 1, 2027, 1/3 on October 1, 2028, and 1/3 on October 1, 2029 subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 362,319 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit vests 1/2 on October 1, 2027 and 1/2 on October 1, 2028, subject to reporting person's continued service through each vesting date. The award vests in full if the reporting person separates from service as a "Good Leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), or on or after age 65. The reporting person contributed 108,696 Restricted Stock Units to The Mithrastarios Trust on October 5, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The RSUs were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-half vested on October 1, 2026 and the remainder is forfeited.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock units ("RSUs") are scheduled to vest on September 7, 2027, subject to the reporting person's continued service through the vesting date.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Common stock provided to the reporting person in lieu of board service compensation for the period July 1, 2026 through September 30, 2026.

The restricted stock units ("RSUs") were granted on October 1, 2025. Pursuant to the reporting person's retirement agreement with the issuer, one-third vested on October 1, 2026 and the remainder is forfeited.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit will fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit ("RSU") will vest in two tranches. The first tranche of 97,443 RSUs will vest on December 31, 2026 and the second tranche of 119,098 RSUs will vest on December 31, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The RSU vests upon obtaining age 65; however the underlying shares will be released to the reporting person in two equal tranches upon "separation from service" on or after age 65 or as a "good leaver" (subject to six-month delay under Section 409A of the Internal Revenue Code), and on the first anniversary of such separation.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit ("RSU") will vest 1 year from grant date.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Common stock provided to the reporting person in lieu of board service compensation for the period June 3, 2026 through June 30, 2026.

The reporting person's sale of USAR common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,300 shares, with the reporting person's purchase of 1,300 shares of USAR common stock on January 29, 2025 in one lot at $22.5994. The reporting person has agreed to pay to USAR, upon settlement of the sale, $208.34, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

This transaction was executed in multiple trades at prices ranging from $22.760 to $22.785. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

On March 19, 2026, the reporting person was granted the reported restricted stock units which vested in full on June 3, 2026.

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Restricted stock units granted to the reporting person in lieu of board service compensation for the period March 19, 2026 through June 2, 2026.

The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Payment of tax obligation by withholding securities incident to the vesting of securities in accordance with Rule 16b-3(e).

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Restricted stock units convert into common stock on a one-for-one basis.

On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

The restricted stock unit vests in two equal tranches on May 20, 2026 and May 20, 2027.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit fully vested on May 20, 2026.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

The restricted stock unit vests in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively.

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.