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

Rhea-AI Filing Summary

Michael Blitzer and affiliated entities disclosed a pro rata distribution of common stock in USA Rare Earth, Inc. (USAR). On 09/15/2025 Inflection Point Holdings II LLC (the Sponsor) distributed an aggregate of 3,125,000 shares of common stock to its members for no consideration, with 747,500 shares distributed to Michael Blitzer and 562,500 shares distributed to Inflection Point Fund I, LP. The transaction is reported as Code J, a change in form of beneficial ownership, and was exempt under Rule 16a-13. Mr. Blitzer is identified as the sole Managing Member of the Sponsor and Chairman of the issuer's board and disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

Financial Analyst

TL;DR: A non-economic reallocation of 3.125M shares from a sponsor to members; no cash proceeds and reported as exempt.

The filing documents a pro rata distribution by the Sponsor that moved 3,125,000 shares of USAR to its members on 09/15/2025, including 747,500 shares to Michael Blitzer and 562,500 to Inflection Point Fund I, LP. Reported as Code J under Rule 16a-13, the change in form of beneficial ownership is exempt from Section 16 reporting obligations. Because there is no purchase or sale, the transaction does not directly affect company liquidity or raise immediate balance-sheet implications. Monitor subsequent trades or filings that would indicate any sale of these distributed shares.

Corporate Governance Expert

TL;DR: Insider disclosure clarifies control relationships and disclaimers while documenting a sponsor distribution to members.

The Form 4 clarifies that Inflection Point Holdings II LLC is the record holder and that Michael Blitzer is its sole Managing Member and Chairman of USAR's board. The filing includes standard disclaimers that Mr. Blitzer disclaims beneficial ownership of shares held by the Sponsor and affiliated fund except for any pecuniary interest. The Sponsor is noted as potentially deemed a director by deputization. This disclosure improves transparency about voting and investment discretion but does not indicate any change in board composition or control beyond the deputization remark.

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

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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^*

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)
09/15/2025

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

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

	Form filed by One Reporting Person
X	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	09/15/2025		J(1)		3,125,000	D	(1)	3,125,000	I	By Inflection Point Holdings II LLC(2)
Common Stock, par value $0.0001 per share								747,500(1)	D
Common Stock, par value $0.0001 per share								562,500(1)	I	By Inflection Point Fund I, LP(3)

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

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)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Inflection Point Holdings II LLC

(Last) (First) (Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 15, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 3,125,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 747,500 shares of Common Stock were distributed to Michael Blitzer on such basis and 562,500 shares of Common Stock were distributed to Inflection Point Fund I, LP ("Inflection Point Fund") on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer and Inflection Point Fund from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

2. 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.

3. Inflection Point Fund is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Mr. Blitzer controls each Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund. Mr. Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC 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	09/17/2025
	/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC	09/17/2025
	** Signature of Reporting Person	Date
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