Bayshore Capital Advisors, LLC - 15 Sep 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Reporting relationship: 10%+ Owner
Issuer ticker: USAR
Reported as of: 15 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 18 Sep 2025, 16:51:46 UTC
Prior SEC filing: 21 Mar 2025
Source filing: View source filing
Reporting owner signature: /s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC

Key filing fact

Bayshore Capital Advisors, LLC filed Form 4 for USA Rare Earth, Inc. (USAR) on 18 Sep 2025.

Key facts

This page summarizes Bayshore Capital Advisors, LLC's Form 4 filing for USA Rare Earth, Inc. (USAR).
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 18 Sep 2025, 16:51.

Change

Previous filing in this sequence was filed on 21 Mar 2025.
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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0001598176 Primary reporting owner

Bayshore Capital Advisors, LLC

Relationship: 10%+ Owner
Address: 1700 S. MACDILL AVENUE, SUITE 340, TAMPA
Signature: /s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC
Signature date: 18 Sep 2025

CIK 0001844734

Bayshore Rare Earths II, LLC

Relationship: 10%+ Owner
Address: 1700 S. MACDILL AVENUE, SUITE 340, TAMPA
Signature: /s/ David Kronenfeld, attorney-in-fact for Bayshore Rare Earths II, LLC
Signature date: 18 Sep 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

Other

Transaction value
Shares: -5,904,264
Change %: -50%
Price
Shares after: 5,904,265
Date: 15 Sep 2025
Ownership: See footnote
Footnotes: F1, F3, F7

USAR transaction

Common Stock, par value $0.0001 per share

Other

Transaction value
Shares: -1,811,814
Change %: -50%
Price
Shares after: 1,811,815
Date: 15 Sep 2025
Ownership: See footnote
Footnotes: F2, F4, F7

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 59,011
Date: 15 Sep 2025
Ownership: Direct
Footnotes: F7

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 326,318
Date: 15 Sep 2025
Ownership: See footnote
Footnotes: F5, F7

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 123,711
Date: 15 Sep 2025
Ownership: See footnote
Footnotes: F6, F7

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Bayshore Capital Advisors, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.

Footnote F2

The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.

Footnote F3

On September 15, 2025, BRE II distributed an aggregate of 5,904,264 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

Footnote F4

On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

Footnote F5

The reported securities are held directly by Bayshore MGR, LLC ("Bayshore MGR"), which is a wholly-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by Bayshore MGR. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore MGR, except to the extent of her pecuniary interest therein.

Footnote F6

The reported securities are held directly by BPF II GP, LLC ("BPF II GP"), which is a majority-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BPF II GP. Ms. Smith disclaims beneficial ownership of all securities held by BPF II GP, except to the extent of her pecuniary interest therein.

Footnote F7

In the distributions described in Notes 3 and 4 above, an aggregate of 59,011 shares of Common Stock were distributed to Bayshore, 326,318 shares of Common Stock were distributed to Bayshore MGR, 123,711 shares of Common Stock were distributed to BPF II GP, and 117,473 shares of Common Stock were distributed to Ms. Smith. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the acquisitions by Ms. Smith, Bayshore, Bayshore MGR and BPF II GP from BRE II and BRE, were exempt from Section 16 of the Securities Exchange Act of 1934. Ms. Smith disclaims beneficial ownership of all securities held by the Bayshore MGR and BPF II GP, except to the extent of her pecuniary interest therein.

SEC remarks

Exhibit 24.1 and Exhibit 24.2