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

Reporting relationship: Director
Issuer ticker: USAR
Reported as of: 01 Jan 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 Jan 2026, 21:39:14 UTC
Prior SEC filing: 13 Nov 2025
Next SEC filing: 29 Jan 2026
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 05 Jan 2026.

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: 05 Jan 2026, 21:39.

Change

Previous filing in this sequence was filed on 13 Nov 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 0001458423 Primary reporting owner

BLITZER MICHAEL

Relationship: Director
Address: 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK
Signature: /s/ Michael Blitzer
Signature date: 05 Jan 2026

CIK 0001970530

Inflection Point Holdings II LLC

Relationship: Director-by-Deputization
Address: 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK
Signature: /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC
Signature date: 05 Jan 2026

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: -562,500
Change %: -100%
Price
Shares after: 0
Date: 01 Jan 2026
Ownership: By Inflection Point Fund I, LP
Footnotes: F1

USAR holding

Common Stock, par value $0.0001 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 3,125,000
Date: 01 Jan 2026
Ownership: By Inflection Point Holdings II LLC
Footnotes: F2

Reported derivative securities

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

USAR transaction Derivative

Series A Preferred Stock, par value $0.0001 per share

Other

Transaction value
Shares: -343,157
Change %: -100%
Price
Shares after: 0
Date: 01 Jan 2026
Ownership: By Inflection Point Fund I, LP
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 646,552
Exercise price: $7.00
Footnotes: F1, F3

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: 01 Jan 2026
Ownership: Direct
Underlying class: Common Stock, par value $0.0001 per share
Underlying amount: 774,456
Exercise price: $7.00
Footnotes: 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

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.

Footnote 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.

Footnote 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.

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.