USA Rare Earth, Inc. 8K

USA Rare Earth, Inc. appointed Michael Blitzer as Executive Chair of its Board effective July 19, 2026, under a new agreement providing defined advisory duties, cash and equity compensation, and restrictive covenants while confirming his independent contractor status.

USA Rare Earth, Inc. entered into an Executive Chair Agreement with director and current Chairman Michael Blitzer, effective July 19, 2026, under which he is formally appointed Executive Chair of the Board as an independent contractor, with defined strategic and advisory duties distinct from day-to-day operations, a $170,000 annual cash retainer, substantial equity-based compensation including an initial prorated 2026 restricted stock unit (RSU) award of 133,353 units and a one-time RSU award valued at $500,000 (31,427 units), ongoing annual RSU grants under the company’s 2024 Omnibus Incentive Plan, specified vesting and accelerated vesting provisions upon certain terminations, and extensive confidentiality, non‑compete, non‑solicitation, non‑disparagement, indemnification, and arbitration terms governing his service and post‑service obligations.

Filing Facts

CIK

1970622

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-079438

Alert Tier

5