USA Rare Earth director exercises 30,483 RSUs

USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings.

Rhea-AI Filing Summary

USA Rare Earth, Inc. director Michael Blitzer reported routine equity compensation activity and updated holdings. He exercised previously granted restricted stock units that converted into a total of 30,483 shares of common stock at a conversion price of $0.00 per share, increasing his direct ownership to 877,983 common shares. The restricted stock units were granted on August 13, 2025 and vested in full on May 20, 2026, converting into common stock on a one-for-one basis. Separately, 3,125,000 common shares are held indirectly by Inflection Point Holdings II LLC, where Blitzer is the sole managing member but disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

30,483 shares exercised/converted

Exercise 5 txns

Insider BLITZER MICHAEL

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,284	$0.00	$0.00
Exercise	Restricted Stock Units	18,199	$0.00	$0.00
Exercise	Common Stock, par value $0.0001 per share	12,284	$0.00	$0.00
Exercise	Common Stock, par value $0.0001 per share	18,199	$0.00	$0.00
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, par value $0.0001 per share — 877,983 shares (Direct); Common Stock, par value $0.0001 per share — 3,125,000 shares (Indirect, By Inflection Point Holdings II LLC)

Footnotes (3)

1. F1. Inflection Point Holdings II LLC ("IPH") is the record holder of such securities. Michael Blitzer is the sole Managing Member of IPH and shares voting and investment discretion with respect to the securities held by IPH. Michael Blitzer disclaims any beneficial ownership of the securities held by IPH other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
2. F2. Restricted stock units convert into common stock on a one-for-one basis.
3. F3. On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

Key Figures

RSUs converted: 30,483 shares Direct common shares after transaction: 877,983 shares Indirectly held common shares: 3,125,000 shares +3 more

6 metrics

RSUs converted 30,483 shares Restricted stock units converting to common stock on May 20, 2026

Direct common shares after transaction 877,983 shares Common stock held directly following RSU conversion

Indirectly held common shares 3,125,000 shares Common stock held by Inflection Point Holdings II LLC

RSU grant date August 13, 2025 Date restricted stock units were granted

RSU vesting date May 20, 2026 Date restricted stock units vested in full

Conversion price $0.00 per share RSUs converted to common stock at zero exercise price

Key Terms

Restricted Stock Units, derivative exercise/conversion, beneficial ownership, pecuniary interest

4 terms

Restricted Stock Units financial

"Restricted stock units convert into common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion for the RSU transactions."

beneficial ownership financial

"Michael Blitzer disclaims any beneficial ownership of the securities held by IPH other than to the extent of any pecuniary interest."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"Blitzer disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein."

FAQ

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

What insider transactions did USA Rare Earth (USAR) report for Michael Blitzer?

USA Rare Earth director Michael Blitzer reported exercising restricted stock units into 30,483 shares of common stock at $0.00 per share. These compensation-related conversions increased his direct ownership without any open-market purchases or sales disclosed here.

How many USA Rare Earth (USAR) shares does Michael Blitzer own after these transactions?

After the reported transactions, Michael Blitzer directly holds 877,983 shares of USA Rare Earth common stock. In addition, 3,125,000 shares are held indirectly by Inflection Point Holdings II LLC, an entity he manages but for which he disclaims beneficial ownership beyond any pecuniary interest.

What happened to the USA Rare Earth (USAR) restricted stock units reported by Michael Blitzer?

Blitzer’s restricted stock units converted into common stock on a one-for-one basis, creating 30,483 new common shares. The underlying RSUs were granted on August 13, 2025 and vested in full on May 20, 2026, leaving no remaining RSU balance in this filing.

Were Michael Blitzer’s USA Rare Earth (USAR) transactions open-market buys or sells?

The filing shows derivative exercises coded “M,” indicating conversion of restricted stock units into common stock, not open-market buying or selling. No Form 4 entries here are coded as open-market purchases (P) or sales (S), suggesting routine equity compensation activity.

How are Inflection Point Holdings II LLC’s USA Rare Earth (USAR) shares related to Michael Blitzer?

Inflection Point Holdings II LLC is the record holder of 3,125,000 USA Rare Earth shares. Blitzer is its sole managing member and shares voting and investment discretion but disclaims beneficial ownership beyond any direct or indirect pecuniary interest in those securities.

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

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Accepted by SEC EDGAR 05/21/2026 - 06:35 PM EDT 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 NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		M		12,284	A	$0	859,784	D
Common Stock, par value $0.0001 per share	05/20/2026		M		18,199	A	$0	877,983	D
Common Stock, par value $0.0001 per share								3,125,000	I	By Inflection Point Holdings II LLC(1)

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
Restricted Stock Units	(2)	05/20/2026		M			12,284	(3)	(3)	Common Stock, par value $0.0001 per share	12,284	(2)	0	D
Restricted Stock Units	(2)	05/20/2026		M			18,199	(3)	(3)	Common Stock, par value $0.0001 per share	18,199	(2)	0	D

Explanation of Responses:

1. Inflection Point Holdings II LLC ("IPH") is the record holder of such securities. Michael Blitzer is the sole Managing Member of IPH and shares voting and investment discretion with respect to the securities held by IPH. Michael Blitzer disclaims any beneficial ownership of the securities held by IPH other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

Remarks:

IPH 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	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)