USA Rare Earth (USAR) director converts 30,483 RSUs into common stock
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
30,483 shares exercised/converted
Mixed
5 txns
Insider
BLITZER MICHAEL
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 12,284 | $0.00 | -- |
| Exercise | Restricted Stock Units | 18,199 | $0.00 | -- |
| Exercise | Common Stock, par value $0.0001 per share | 12,284 | $0.00 | -- |
| Exercise | Common Stock, par value $0.0001 per share | 18,199 | $0.00 | -- |
| holding | Common Stock, par value $0.0001 per share | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock, par value $0.0001 per share — 859,784 shares (Direct, null);
Common Stock, par value $0.0001 per share — 3,125,000 shares (Indirect, By Inflection Point Holdings II LLC)
Footnotes (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. Restricted stock units convert into common stock on a one-for-one basis. 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
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.
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.