On August 12, 2025, the Company's Board of Directors adopted the Rare Earth Americas Ltd. 2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan provides for the grant of stock-based awards to employees, directors, and consultants. Under the 2025 Plan, 1,500,000 shares were reserved for stock-based compensation in the form of options, restricted stock units, or other stock-based awards. Shares issued under the 2025 Plan shall be drawn from authorized and unissued shares or reacquired common stock.

On April 10, 2026, the Company's stockholders approved the Rare Earths Americas, Inc. 2026 Equity Incentive Plan (the "2026 Plan"), which became effective in connection with the Company's IPO and superseded the 2025 Plan. The 2026 Plan provides for the grant of stock-based awards to employees, directors, and consultants, and 1,850,000 shares were reserved for issuance thereunder.

Through July 21, 2025, some Rare Earths Americas Limited (“REA Australia”) employees that provided services to Alpha were eligible to participate in equity-settled stock-based compensation plans that REA Australia operates for its employees and consultants. None of REA Australia's plans are cash-settled.

Restricted Stock Units (“RSUs”)

During the six months ended June 30, 2026, the Company granted RSUs to employees and directors, experienced forfeitures of outstanding RSUs, and, in connection with the completion of the IPO, recognized the vesting of RSUs subject to a liquidity-based performance vesting condition. The grant-date fair value of RSUs granted during the period was determined using the valuation methodologies described below.

The fair value of RSUs granted prior to the IPO was determined using a PWERM, assuming an (i) IPO and (ii) corporate transaction scenario. The expected economic outcome under each scenario was estimated and then probability-weighted based on management's assumptions to arrive at an overall fair value as of the valuation date. In the IPO scenario, the RSUs are valued based on an expected IPO price, which is discounted for the lack of marketability between the valuation date and the future expected IPO date. In a corporate transaction scenario, the total equity value was determined based on a market approach and allocated to the RSUs using the option pricing method ("OPM"). At issuance, the key assumptions used in pricing these RSUs were the expected timing of the Company's IPO, estimated IPO price, common stock price used in the change of control scenario, probability weighting of the change of control scenarios, and discount for lack of marketability.

Following the completion of the IPO on May 7, 2026, the Company's common stock became publicly traded on the NYSE American under the symbol "REA." The grant-date fair value of RSUs granted on or after the IPO is determined based on the closing price of

the Company's common stock on the date of grant, and the probability-weighted scenario methodology described above is no longer applied to such grants.

The discount for lack of marketability was determined considering quantitative models, empirical studies, and market data.

The total fair value of RSUs held by employees and directors that vested during the three and six months ended June 30, 2026 was $12.4 million, measured based on the fair value of the Company's common stock on the vesting date.

The total fair value of RSUs held by nonemployees that vested during the three and six months ended June 30, 2026 was $0.8 million, measured based on the fair value of the Company's common stock on the vesting date.

Warrants

In connection with the Company's acquisition of FRE Australia in July 2025, the Company granted warrants which are considered stock-based payments. The Company recognized stock-based compensation expense of ($53) and $539 for the warrants during the three and six months ended June 30, 2026, respectively. As of June 30, 2026 and December 31, 2025, the fair value of the warrants was $842 and $303, respectively, and all of the warrants granted remain outstanding.

Stock-Based Compensation Expense

As of June 30, 2026, total stock-based compensation expense related to unvested units not yet recognized was $4,865, which is expected to be recognized over a weighted-average period of 1.9 years. The performance-based vesting condition of certain RSUs was satisfied upon the consummation of the Company's IPO on May 7, 2026 and $5,327 in stock-based compensation expense was immediately recognized. Remaining unrecognized compensation cost as of June 30, 2026 relates to awards subject to continued service requirements, including awards for which the liquidity-based performance condition has been satisfied and awards that vest upon the completion of specified service periods.

As of June 30, 2026, total stock-based compensation expense includes $6,109 for unvested and unsettled awards, $438 for vested and settled awards, and $539 related to warrants.