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

Reporting relationship: Director, 10%+ Owner
Issuer ticker: USAR
Reported as of: 13 Jun 2025
Net transaction value: -$17,609,251
SEC form: 4
Accepted by SEC: 16 Jun 2025, 21:31:58 UTC
Prior SEC filing: 09 Jun 2025
Next SEC filing: 21 Jul 2025
Source filing: View source filing
Reporting owner signature: /s/ Michael Blitzer

Key filing fact

Michael Blitzer filed Form 4 for USA Rare Earth, Inc. (USAR) on 16 Jun 2025.

Key facts

This page summarizes Michael Blitzer's Form 4 filing for USA Rare Earth, Inc. (USAR).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 16 Jun 2025, 21:31.

Change

Previous filing in this sequence was filed on 09 Jun 2025.
Current net transaction value: -$17,609,251.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001458423 Primary reporting owner

BLITZER MICHAEL

Relationship: Director, 10%+ Owner
Address: 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK
Signature: /s/ Michael Blitzer
Signature date: 16 Jun 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

USAR transaction Derivative

Warrant to Purchase Common Stock

Sale

Transaction value: $1,681,202
Shares: -305,673
Change %: -100%
Price: $5.50
Shares after: 0
Date: 13 Jun 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 305,673
Exercise price: $7.00
Footnotes: F1

USAR transaction Derivative

Warrant to Purchase Common Stock

Sale

Transaction value: $15,928,050
Shares: -2,896,009
Change %: -100%
Price: $5.50
Shares after: 0
Date: 13 Jun 2025
Ownership: By Inflection Point Fund I, LP
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 2,896,009
Exercise price: $7.00
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

The reported common stock purchase warrants were initially exercisable for 178,309 shares of common stock, par value $0.0001 per share, the "Common Stock"), subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 305,673.

Footnote F2

The reported common stock purchase warrants were initially exercisable for 1,689,338 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 2,896,009.

Footnote F3

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 ("Inflection Point Fund"). Michael 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.