Michael Blitzer - 13 Aug 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Signature
/s/ Michael Blitzer
Issuer symbol
USAR
Transactions as of
13 Aug 2025
Net transactions value
-$54,682,626
Form type
4
Filing time
15 Aug 2025, 18:44:41 UTC
Previous filing
21 Jul 2025
Next filing
11 Sep 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
BLITZER MICHAEL Director, 10%+ Owner 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer 15 Aug 2025 0001458423
Inflection Point Holdings II LLC Director-by-Deputization, 10%+ Owner 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC 15 Aug 2025 0001970530

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USAR Common Stock, par value $0.0001 per share Options Exercise +2,091,849 2,091,849 13 Aug 2025 By Inflection Point Fund I, LP F1, F5
transaction USAR Common Stock, par value $0.0001 per share Sale $32,946,622 -2,091,849 -100% $15.75 0 13 Aug 2025 By Inflection Point Fund I, LP F5
holding USAR Common Stock, par value $0.0001 per share 6,250,000 13 Aug 2025 By Inflection Point Holdings II LLC F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USAR Restricted Stock Units Award $0 +18,199 $0.000000 18,199 13 Aug 2025 Common Stock, par value $0.0001 per share 18,199 Direct F2, F3
transaction USAR Restricted Stock Units Award $0 +12,284 $0.000000 12,284 13 Aug 2025 Common Stock, par value $0.0001 per share 12,284 Direct F2, F3
transaction USAR Series A Preferred Stock, par value $0.0001 per share Options Exercise -1,161,805 -77% 343,137 13 Aug 2025 Common Stock, par value $0.0001 per share 2,091,849 $7.00 By Inflection Point Fund I, LP F1, F5
transaction USAR Warrants to purchase Common Stock Other -6,000,000 -100% 0 14 Aug 2025 Common Stock, par value $0.0001 per share 6,000,000 $11.50 By Inflection Point Holdings II LLC F4, F6
transaction USAR Warrants to purchase Common Stock Sale $21,736,004 -3,813,334 -100% $5.70 0 14 Aug 2025 Common Stock, par value $0.0001 per share 3,813,334 $11.50 Direct
holding USAR Series A Preferred Stock, par value $0.0001 per share 411,018 13 Aug 2025 Common Stock, par value $0.0001 per share 411,018 $7.00 Direct F1
holding USAR Warrants to purchase Common Stock 3,813,334 13 Aug 2025 Common Stock, par value $0.0001 per share 3,813,334 $11.50 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("Series A Preferred Stock") is convertible into a number of shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Preferred Stock (the "Certificate of Designation")) by the conversion price, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.
F2 The restricted stock unit will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.
F3 Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
F4 On August 14, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 6,000,000 private placement warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 3,813,334 private placement warrants were distributed to Michael Blitzer on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.
F5 Inflection Point Fund I, LP ("Inflection Point Fund") is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Mr. Blitzer controls each Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund. Mr. Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F6 The Sponsor is the record holder of such securities. Michael Blitzer is the sole Managing Member of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

The Sponsor may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors of the Issuer.