Michael Blitzer - 01 Jan 2026 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
Director
Signature
/s/ Michael Blitzer
Issuer symbol
USAR
Transactions as of
01 Jan 2026
Net transactions value
$0
Form type
4
Filing time
05 Jan 2026, 21:39:14 UTC
Previous filing
13 Nov 2025
Next filing
29 Jan 2026

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
BLITZER MICHAEL Director 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer 05 Jan 2026 0001458423
Inflection Point Holdings II LLC Director-by-Deputization 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC 05 Jan 2026 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 Other -562,500 -100% 0 01 Jan 2026 By Inflection Point Fund I, LP F1
holding USAR Common Stock, par value $0.0001 per share 3,125,000 01 Jan 2026 By Inflection Point Holdings II LLC F2

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 Series A Preferred Stock, par value $0.0001 per share Other -343,157 -100% 0 01 Jan 2026 Common Stock, par value $0.0001 per share 646,552 $7.00 By Inflection Point Fund I, LP F1, F3
holding USAR Series A Preferred Stock, par value $0.0001 per share 411,018 01 Jan 2026 Common Stock, par value $0.0001 per share 774,456 $7.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP 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 I, LP.
F2 Inflection Point Holdings II LLC (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.
F3 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. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date.

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.