March 13, 2025 · Form 4 insider transaction
Ridge Stephen James bought 9,094 shares of USA Rare Earth, Inc. at $0.00 per share, a transaction worth N/A. The trade was recorded as grant or award and disclosed on an SEC Form 4, filed 4 days after the transaction.
Pursuant to the BCA, the reporting person is also entitled to receive up to 9,094 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met.