USAR · USA Rare Earth, Inc.

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.

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 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.

See Remarks

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.

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.

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.

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.

See Remarks

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.

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.

Trigger Event I was satisfied on April 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.

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.

See Remarks.

Trigger Event I was satisfied on April 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.

See Remarks

Trigger Event I was satisfied on April 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.

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.

Trigger Event I was satisfied on April 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.

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.

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