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

Reporting relationship: Director, 10%+ Owner
Issuer ticker: USAR
Reported as of: 13 Aug 2025
Net transaction value: -$54,682,626
SEC form: 4
Accepted by SEC: 15 Aug 2025, 18:44:41 UTC
Prior SEC filing: 21 Jul 2025
Next SEC filing: 11 Sep 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 15 Aug 2025.

Key facts

This page summarizes Michael Blitzer's Form 4 filing for USA Rare Earth, Inc. (USAR).
7 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 15 Aug 2025, 18:44.

Change

Previous filing in this sequence was filed on 21 Jul 2025.
Current net transaction value: -$54,682,626.

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 (2)

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: 15 Aug 2025

CIK 0001970530

Inflection Point Holdings II LLC

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

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

Options Exercise

Transaction value
Shares: +2,091,849
Change %
Price
Shares after: 2,091,849
Date: 13 Aug 2025
Ownership: By Inflection Point Fund I, LP
Footnotes: F1, F5

USAR transaction

Common Stock, par value $0.0001 per share

Sale

Transaction value: $32,946,622
Shares: -2,091,849
Change %: -100%
Price: $15.75
Shares after: 0
Date: 13 Aug 2025
Ownership: By Inflection Point Fund I, LP
Footnotes: F5

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 6,250,000
Date: 13 Aug 2025
Ownership: By Inflection Point Holdings II LLC
Footnotes: F6

Reported derivative securities

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

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +18,199
Change %
Price: $0.000000
Shares after: 18,199
Date: 13 Aug 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 18,199
Exercise price
Footnotes: F2, F3

USAR transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +12,284
Change %
Price: $0.000000
Shares after: 12,284
Date: 13 Aug 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 12,284
Exercise price
Footnotes: F2, F3

USAR transaction Derivative

Series A Preferred Stock, par value $0.0001 per share

Options Exercise

Transaction value
Shares: -1,161,805
Change %: -77%
Price
Shares after: 343,137
Date: 13 Aug 2025
Ownership: By Inflection Point Fund I, LP
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 2,091,849
Exercise price: $7.00
Footnotes: F1, F5

USAR transaction Derivative

Warrants to purchase Common Stock

Other

Transaction value
Shares: -6,000,000
Change %: -100%
Price
Shares after: 0
Date: 14 Aug 2025
Ownership: By Inflection Point Holdings II LLC
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 6,000,000
Exercise price: $11.50
Footnotes: F4, F6

USAR transaction Derivative

Warrants to purchase Common Stock

Sale

Transaction value: $21,736,004
Shares: -3,813,334
Change %: -100%
Price: $5.70
Shares after: 0
Date: 14 Aug 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 3,813,334
Exercise price: $11.50

USAR holding Derivative

Series A Preferred Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 411,018
Date: 13 Aug 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 411,018
Exercise price: $7.00
Footnotes: F1

USAR holding Derivative

Warrants to purchase Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 3,813,334
Date: 13 Aug 2025
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 3,813,334
Exercise price: $11.50
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote 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.

Footnote 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.

Footnote F3

Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.