X0609 4 2026-10-01 0 0001970622 USA Rare Earth, Inc. USAR 0001918084 Moraitis Thrasyvoulos false 100 W. AIRPORT ROAD STILLWATER OK 74075 1 1 0 0 Chief Executive Officer 0 Restricted Stock Units 2026-10-01 4 A 0 108696 0 A Common Stock, par value $0.0001 per share 108696 108696 I The Mithrastarios Trust Restricted Stock Units 2026-10-01 4 A 0 362319 0 A Common Stock, par value $0.0001 per share 362319 362319 I The Mithrastarios Trust Restricted Stock Units Common Stock, par value $0.0001 per share 226373 226373 I The Mithrastarios Trust 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 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. The restricted stock unit 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. The award of 226,373 Restricted Stock Units was granted on September 3, 2026. The reporting person contributed 226,373 Restricted Stock Units to The Mithrastarios Trust on September 18, 2026, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect Exhibit 24 /s/ Derek Ching, attorney-in-fact for Thrasyvoulos Moraitis 2026-10-05