Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kern Paul J 2. Issuer Name and Ticker or Trading Symbol USA Rare Earth, Inc. [USAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 W AIRPORT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 04/15/2026 (Street) STILLWATER, OK 74075 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 04/15/2026 A 11,211 A (1) 179,035 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Earnout Right to Common Stock

(2)

04/15/2026

M

11,211

(1)

03/13/2026

Common Stock, par value $0.0001 per share

11,211

(1)

11,212

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kern Paul J 100 W AIRPORT ROAD STILLWATER, OK 74075	X

Signatures

/s/ David Kronenfeld, attorney-in-fact for Paul J. Kern		04/21/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	See Remarks.
Remarks: On April 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.

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