Key facts
- This page summarizes Mordechai Zev Gutnick's Form 4 filing for USA Rare Earth, Inc. (USAR).
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 17 Mar 2025, 21:40.
Mordechai Zev Gutnick - 13 Mar 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- USAR
- Reported as of
- 13 Mar 2025
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 17 Mar 2025, 21:40:14 UTC
- Next SEC filing
- 15 Aug 2025
- Source filing
- View source filing
- Reporting owner signature
- /s/ David Kronenfeld, attorney-in-fact for Mordechai Gutnick
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Mordechai Zev Gutnick filed Form 4 for USA Rare Earth, Inc. (USAR) on 17 Mar 2025.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
USAR
transaction
Common Stock, par value $0.0001 per share
Award
- Transaction value
- Shares
- +13,671,026
- Change %
- Price
- Shares after
- 13,671,026
- Date
- 13 Mar 2025
- Ownership
- See footnote
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
USAR
transaction
Derivative
Earnout right to Common Stock
Award
- Transaction value
- $0
- Shares
- +1,879,238
- Change %
- Price
- $0.000000
- Shares after
- 1,879,238
- Date
- 13 Mar 2025
- Ownership
- See footnote
- Underlying class
- Common Stock, par value $0.0001 per share
- Underlying amount
- 1,879,238
- Exercise price
- Footnotes
- F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote F1
Upon closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or "Inflection Point") and USA Rare Earth, LLC ("USARE") the reporting person acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "BCA").
Footnote F2
The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.
Footnote F3
Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met.