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.

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Inc. 2026 Equity Incentive Plan (the "2026 Plan"), which became effective in connection with the Company's IPO and superseded the 2025 Plan.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 Awards (“RSAs”)

During the three and nine months ended September 30, 2025, the Company granted 60,000 RSAs to a director and 195,000 RSAs to nonemployees under the 2025 Plan. Their weighted-average grant date fair values were $6.42 and $6.63 per share, respectively. The RSAs vested upon issuance. The grant date fair value was determined using a Black-Scholes option pricing model applied to the Company’s equity value that was calculated using contemporaneous transactions with third parties in the Company’s equity. The total fair value of RSAs that vested during the three and nine months ended September 30, 2025 was $385 for the director and $1,292 for nonemployees.

Restricted Stock Units (“RSUs”)

During the nine months ended September 30, 2026, the Company granted RSUs to its employees, directors and consultants under the 2025 Plan and the 2026 Plan. RSUs granted prior to the IPO to employees and consultants have both service-based and performance-based vesting conditions, and RSUs granted prior to the IPO to directors have service-based vesting conditions only. The performance-based vesting condition was satisfied upon the completion of the IPO on May 7, 2026. RSUs granted on or after the IPO have service-based vesting conditions only. The service-based vesting condition is generally satisfied over one year, and the awards cliff vest on the one-year anniversary of the grant date, except for certain RSUs granted to employees in May 2026, which vest over three years. 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 nine months ended September 30, 2026 was $2,399 and $14,808, respectively, measured based on the fair value of the Company's common stock on the vesting date.

Stock-based compensation expense related to RSUs held by employees and directors was $1,102 and $6,681 for the three and nine months ended September 30, 2026, respectively. No such expense was recognized for the three and nine months ended September 30, 2025.

The total fair value of RSUs held by nonemployees that vested during the three and nine months ended September 30, 2026 was $1,887 and $2,676, respectively, measured based on the fair value of the Company's common stock on the vesting date.

Stock-based compensation expense related to RSUs held by nonemployees was $143 and $1,111 for the three and nine months ended September 30, 2026, respectively. No such expense was recognized for the three and nine months ended September 30, 2025.

Performance Stock Units (“PSUs”)

On August 12, 2026, the Company granted 420,000 PSUs under the 2026 Plan to certain employees and directors. The PSUs vest in four equal tranches upon the achievement of specified 20-day volume-weighted average stock price hurdles during a three-year performance period, subject to continued service. Any tranche for which the stock price hurdle is not achieved during the performance period will be forfeited.

The grant-date fair value of the PSUs of $5,100, or $12.14 per PSU, and the derived service periods were determined using a Monte Carlo simulation. Key assumptions included expected volatility of 120%, a risk-free interest rate of 4.25% and an expected dividend

yield of 0%. Compensation expense is recognized on a straight-line basis over the average derived service period of the tranches of approximately 0.7 years.

The Company recognized $1,033 in stock-based compensation expense related to the PSUs granted during the three and nine months ended September 30, 2026.

Warrants

In connection with the Company's acquisition of FRE Australia in July 2025, the Company granted warrants which are considered stock-based compensation. The Company recognized a reduction in stock-based compensation expense of $320 and stock-based compensation expense of $219 for these warrants during the three and nine months ended September 30, 2026, respectively, and stock-based compensation expense of $139 during each of the three and nine months ended September 30, 2025. As of September 30, 2026 and December 31, 2025, the fair value of these warrants was $522 and $303, respectively, and all 62,147 of these warrants granted remain outstanding.

Stock-Based Compensation Expense

As of September 30, 2026, total stock-based compensation expense related to unvested units not yet recognized was $8,028, which is expected to be recognized over a weighted-average period of 1.2 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 September 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 September 30, 2026, total stock-based compensation expense includes $7,544 for unvested and unsettled awards, $1,281 for vested and settled awards, and $219 related to warrants.