USA Rare Earth Form 144: proposed sale of 114,433 shares

USA Rare Earth Inc. submitted notices of proposed sales of common stock under Form 144.

Rhea-AI Filing Summary

USA Rare Earth Inc. submitted notices of proposed sales of common stock under Form 144. The filings list proposed transfers including 114,433 shares by BPF II GP LLC (05/04/2026) and 62,345 shares by Bayshore MGR LLC (04/30/2026). The excerpt also shows two executed dispositions by Bayshore Capital Advisors: 29,511 shares (04/22/2026) and 100,000 shares (05/06/2026) with dollar amounts provided.

Key Figures

Proposed sale - BPF II GP LLC: 114,433 shares Proposed sale - Bayshore MGR LLC: 62,345 shares Executed disposition: 29,511 shares +1 more

4 metrics

Proposed sale - BPF II GP LLC 114,433 shares Stock Award dated 05/04/2026

Proposed sale - Bayshore MGR LLC 62,345 shares Stock Award dated 04/30/2026

Executed disposition 29,511 shares Sale on 04/22/2026 for $735,248.91

Executed disposition 100,000 shares Sale on 05/06/2026 for $2,805,053.35

Key Terms

Form 144, Stock Award, Executed disposition

3 terms

Form 144 regulatory

"submitted notices of proposed sales of common stock under Form 144"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

Stock Award financial

"Common Stock | 05/04/2026 | Stock Award | BPF II GP LLC"

Executed disposition market

"Securities Sold During The Past 3 Months ... 100000 | 05/06/2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the USAR Form 144 filing disclose?

The filing discloses proposed sales of common stock. It lists 114,433 shares by BPF II GP LLC and 62,345 shares by Bayshore MGR LLC, with transaction dates in April–May 2026.

Which executed dispositions appear in the excerpt for USAR?

The excerpt shows two reported dispositions by Bayshore Capital Advisors: 29,511 shares on 04/22/2026 for $735,248.91, and 100,000 shares on 05/06/2026 for $2,805,053.35.

Who are the named sellers in the submitted excerpt?

Named sellers include BPF II GP LLC, Bayshore MGR LLC, and Bayshore Capital Advisors, LLC, each listed with share counts and transaction dates in April–May 2026.

Are the listed securities described as grants or awards?

Yes. Some entries are labeled Stock Award (e.g., BPF II GP LLC and Bayshore MGR LLC entries) with associated share counts and grant dates.

Does the excerpt state where the shares are held for sale?

The excerpt lists a brokerage address for Fidelity Brokerage Services LLC and shows NASDAQ as the market; specific selling methods are not detailed in the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 03:07 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001598176
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	USA Rare Earth, Inc.
SEC File Number	001-41711
Address of Issuer	100 W AIRPORT ROAD STILLWATER OKLAHOMA 74075
Phone	813-867-6155
Name of Person for Whose Account the Securities are To Be Sold	Bayshore Capital Advisors, LLC
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 245 Summer Street Boston MA 02110	176778	4813727.48	217976175	05/11/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	05/04/2026	Stock Award	BPF II GP LLC			114433	05/04/2026	N/A
Common Stock	04/30/2026	Stock Award	Bayshore MGR LLC			62345	04/30/2026	n/a

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Bayshore Capital Advisors, LLC C/O USA Rare Earth Inc 100 W AIRPORT ROAD Stillwater OK 74075	Common Stock	04/22/2026	29511	735248.91
Bayshore Capital Advisors, LLC C/O USA Rare Earth Inc 100 W AIRPORT ROAD Stillwater OK 74075	Common Stock	05/06/2026	100000	2805053.35

144: Remarks and Signature

Remarks
Date of Notice	05/11/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Audrey Skillern as a duly authorized representative of Fidelity Brokerage Services LLC, as attorney-in-fact for Bayshore Capital Advisors, LLC
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)