[Form 4] USA Rare Earth, Inc. Insider Trading Activity

USA Rare Earth, Inc. director Michael Blitzer reported buying 100,000 shares of common stock on January 29, 2026 at a weighted average price of $21.4386 per share.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Michael Blitzer reported buying 100,000 shares of common stock on January 29, 2026 at a weighted average price of $21.4386 per share. The trade was executed in multiple transactions between $21.32 and $21.49.

Following this purchase, Blitzer directly owns 847,500 USA Rare Earth shares. He also reports indirect beneficial ownership of 3,125,000 shares held by Inflection Point Holdings II LLC, where he is the sole managing member, while disclaiming beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 2 txns

Insider BLITZER MICHAEL

Role Director

Bought 100,000 shs ($2.14M)

Type	Security	Shares	Price	Value
Purchase	Common Stock, par value $0.0001 per share	100,000	$21.4386	$2.14M
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 847,500 shares (Direct); Common Stock, par value $0.0001 per share — 3,125,000 shares (Indirect, By Inflection Point Holdings II LLC)

Footnotes (2)

1. F1. This transaction was executed in multiple trades at prices ranging from $21.32 to $21.49. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. 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.

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Accepted by SEC EDGAR 01/29/2026 - 04:02 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last) (First) (Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	01/29/2026		P		100,000	A	$21.4386(1)	847,500	D
Common Stock, par value $0.0001 per share								3,125,000	I	By Inflection Point Holdings II LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $21.32 to $21.49. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. 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.

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.

	/s/ Michael Blitzer	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.