Form 8-K Filing: USA Rare Earth, Inc. - Departure of General Counsel

On June 16, 2026, USA Rare Earth, Inc. announced the departure of its General Counsel, David Kronenfeld, effective August 7, 2026. Mr. Kronenfeld will enter a six-month transition period, providing consulting services to the Company. His separation package includes a cash severance of $170,625 (equal to 6 months' base salary), continued health and welfare benefits for 6 months, and accelerated vesting of certain restricted stock units. Specifically, 3,699 RSUs scheduled to vest on December 1, 2026, 10,846 RSUs scheduled to vest on March 1, 2027, and 27,298 RSUs scheduled to vest on May 20, 2027, will vest immediately. Additionally, 3,698 RSUs will vest immediately due to his service, and another 10,847 RSUs will vest at the end of the transition period. Outplacement services up to $15,000 will also be provided. Mr. Kronenfeld will receive a prorated bonus for the year of separation but no cash compensation during the transition period. All other RSUs will be forfeited.