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USA Rare Earth (USAR) Director Reports 4,699 Share Pro Rata Distribution

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Paul J. Kern, a director of USA Rare Earth, Inc. (USAR), received a pro rata distribution of common stock on 03/13/2025. The Form 4 shows he acquired 4,699 shares via transaction code J(1) and, after the distribution, beneficially owned 167,824 shares. The distribution was from Bayshore Rare Earths II, LLC, in which the reporting person is identified as a limited partner. The filing was executed by an attorney-in-fact and signed on 09/16/2025.

Positive

  • Transaction disclosed under Section 16 with full details: date, amount acquired (4,699 shares), and post-transaction ownership (167,824 shares)
  • Nature of transaction identified as a pro rata distribution from Bayshore Rare Earths II, LLC, clarifying the source of the shares

Negative

  • No information on total outstanding shares is provided, so the ownership percentage cannot be determined from this filing alone
  • Timing gap between the transaction date (03/13/2025) and signature date (09/16/2025) is noted in the filing text without explanation

Insights

TL;DR Director received a small pro rata stock distribution, increasing his direct beneficial holdings to 167,824 shares.

The Form 4 documents a non-derivative acquisition of 4,699 common shares under code J(1), identified as a pro rata distribution from Bayshore Rare Earths II, LLC. This transaction reflects a pass-through allocation to a limited partner rather than an open-market purchase or option exercise. The scale of the distribution relative to total holdings reported (167,824 shares) appears modest and is likely immaterial to firm-wide ownership concentration based solely on the data provided.

TL;DR A director received a distribution from an affiliated LLC; disclosure complies with Section 16 reporting requirements.

The Form 4 clearly identifies the relationship (Director) and the nature of the acquisition as a pro rata distribution from an LLC where the reporting person is a limited partner. The filing includes the transaction date and post-transaction holdings and is signed by an attorney-in-fact. From a governance and disclosure standpoint, the report meets the statutory requirements for timely reporting of changes in beneficial ownership; no other governance actions or conflicts are disclosed in this filing.

Insider Kern Paul J
Role Director
Type Security Shares Price Value
Other Common Stock, par value $0.0001 per share 4,699 $0.00 --
Holdings After Transaction: Common Stock, par value $0.0001 per share — 167,824 shares (Direct)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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).
1. Name and Address of Reporting Person*
Kern Paul J
(Last) (First) (Middle)
100 W AIRPORT ROAD
(Street)
STILLWATER OK 74075
(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)
03/13/2025
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 03/13/2025 J(1) 4,699 A (1) 167,824 D
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. Pro rata distribution from Bayshore Rare Earths II, LLC, of which the reporting person is a limited partner.
Remarks:
Exhibit 24
/s/ David Kronenfeld, attorney-in-fact for Paul J. Kern 09/16/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Paul J. Kern report on the USAR Form 4?

The Form 4 reports a pro rata distribution on 03/13/2025 of 4,699 common shares and shows 167,824 shares beneficially owned after the transaction.

What is the source of the shares reported on the USAR Form 4?

The shares were a pro rata distribution from Bayshore Rare Earths II, LLC, of which the reporting person is a limited partner.

What transaction code was used on the USAR Form 4 and what does it indicate?

Transaction code J(1) was used, which the filer explains corresponds to a pro rata distribution from the LLC; no market trade or option exercise is indicated.

Who signed the Form 4 for Paul J. Kern and when?

The Form 4 was signed by David Kronenfeld, attorney-in-fact for Paul J. Kern on 09/16/2025.

Did the Form 4 disclose any indirect ownership or additional explanatory remarks?

Yes. The filing states the distribution was from Bayshore Rare Earths II, LLC and notes the reporting person is a limited partner; an exhibit (Exhibit 24) is referenced in the remarks.