X0609 4 2026-05-15 0 0001970622 USA Rare Earth, Inc. USAR 0001315431 Kern Paul J false 100 W AIRPORT ROAD STILLWATER OK 74075 1 0 0 0 0 Common Stock, par value $0.0001 per share 2026-05-15 4 A 0 11211 A 190246 D Earnout Right to Common Stock 2026-05-15 4 M 0 11211 D 2026-03-13 Common Stock, par value $0.0001 per share 11211 0 D 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 On May 15, 2026, the reporting person became entitled to receive 11,211 shares of common stock of the Issuer pursuant to an earnout provision in the business combination agreement by and among the Issuer, USA Rare Earth, LLC ("USAR OpCo") and IPXX Merger Sub, LLC (the "BCA"), pursuant to which the Issuer acquired USAR OpCo on March 13, 2025. Under the BCA, the reporting person is entitled to receive up to 22,423 shares of common stock of the Issuer, vesting as follows: (i) 50% vest if, during the period (the "Earnout Period") beginning on the first anniversary (3/13/2026) and ending on the sixth anniversary (3/13/2031) of the business combination, the closing sale price of one share on NASDAQ equals or exceeds $15.00 for at least 20 out of 30 consecutive trading days ("Trigger Event I"); and (ii) the remaining 50% vest if, during the Earnout Period, such price equals or exceeds $20.00 for at least 20 out of 30 consecutive trading days ("Trigger Event II"). In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration equals or exceeds the applicable price target, or are otherwise forfeited. /s/ David Kronenfeld, attorney-in-fact for Paul J. Kern 2026-05-15