USA Rare Earth Inc SEC Filings

Otto C. Schwethelm, a director of USA Rare Earth, Inc. (USAR), was granted 5,054 restricted stock units (RSUs) on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock, and the reported transaction shows 5,054 shares beneficially owned following the grant, held directly. The RSUs have an exercise/issue price of $0 and are scheduled to vest on 10/01/2026, although vesting is subject to the company’s Insider Trading Policy: if that vesting date falls in a closed trading window, settlement will occur on the first trading day of the next open window and remain subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan. The Form 4 was signed by David Kronenfeld as attorney-in-fact for Mr. Schwethelm on 10/03/2025.

Barbara Humpton, the Chief Executive Officer and a director of USA Rare Earth, Inc. (USAR), was granted restricted stock units totaling 626,655 RSUs on 10/01/2025. Each RSU represents the right to receive one share of the issuer's common stock at settlement, and the awards were reported on a Form 4 filed by an attorney-in-fact on 10/03/2025.

The grant is composed of three RSU awards of 250,662, 313,327, and 62,666 units. Two awards vest in three equal annual tranches of 33 1/3% on October 1, 2026, October 1, 2027 and October 1, 2028, while one award vests in two equal tranches of 50% on October 1, 2026 and October 1, 2027. If a scheduled vesting date falls during a closed trading window under the company’s insider trading policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

USA Rare Earth, Inc. reported an insider equity award to its Chief Financial Officer, William Robert Steele, Jr. The filing shows an award of 62,666 restricted stock units (RSUs), each representing the right to one share of common stock. The RSUs were granted on 10/01/2025 and are reflected as a direct beneficial holding of 62,666 shares following the grant.

The RSUs vest in two equal tranches: 50% on 10/01/2026 and 50% on 10/01/2027. If a vesting date falls during a closed trading window under the company policy, vesting will occur on the first trading day of the next open window, subject to tax-law timing and the terms of the Amended and Restated 2024 Omnibus Incentive Plan.

Barbara Humpton, identified as Chief Executive Officer and a Director of USA Rare Earth, Inc. (USAR), filed an initial Form 3 reporting the event date 10/01/2025. The filing states no securities are beneficially owned by Ms. Humpton. The form was signed on behalf of the reporting person by an attorney-in-fact on 10/03/2025. No equity holdings, derivative positions, or indirect ownership are disclosed.

USA Rare Earth, Inc. completed a $125.0 million private placement by issuing 8,333,333 shares of common stock on September 29, 2025 and intends to use net proceeds for general corporate purposes. The sale and related Acquisition Shares were issued in reliance on exemptions from registration, and the company agreed to file registration statements to permit resale of those shares within specified timeframes.

Leadership and compensation changes: Barbara Humpton was appointed CEO and Board member effective October 1, 2025, with an annual base salary of $750,000 and RSU grants having aggregate grant-date values of $4.0 million, $5.0 million and $1.0 million that vest over two to three years. Former CEO Joshua Ballard resigned effective October 1, 2025 and will receive a $450,000 severance payment, COBRA health coverage for 12 months, accelerated vesting of 90,992 RSUs and transitional consulting through January 1, 2026.

Form 4 disclosure for USA Rare Earth, Inc. (USAR) shows pro rata, no-consideration distributions of common stock by two Bayshore-related entities on 09/15/2025. Bayshore Rare Earths II, LLC distributed 5,904,264 shares and Bayshore Rare Earths, LLC distributed 1,811,814 shares to their members under their LLC agreements. Following those distributions, certain related entities and individuals hold specified amounts: 59,011 shares to Bayshore, 326,318 to Bayshore MGR, 123,711 to BPF II GP, and 117,473 to Tready Smith. Bayshore Capital Advisors, LLC serves as adviser and the filings clarify voting and dispositive control arrangements and disclaimers of beneficial ownership by Ms. Smith, with the disclosures relying on Rule 16a-13 exemption for changes in form of ownership.

USA Rare Earth, Inc. (USARW) filings by Bayshore-related parties report combined beneficial ownership of 8,665,507 shares, equal to 8.89% of the 97,427,087 shares outstanding used for calculation. The filing breaks ownership across Bayshore Capital Advisors, LLC (8,510,961 shared voting/dispositive power; 8.74% by entity), Bayshore Rare Earths II, LLC (5,904,265 shared voting/dispositive power; 6.06%), Bayshore MGR, LLC (6,230,583 shared voting/dispositive power; 6.40%) and Tready A. Smith (37,073 sole power; total beneficial interest 8,665,507; 8.89%). The statements note a distribution in kind on September 15, 2025 transferring an aggregate of 7,716,078 shares from Bayshore Rare Earths II, LLC and an affiliated fund to members upon expiration of lock-up restrictions. All percentages are based on the Issuer's 97,427,087 shares outstanding as of August 4, 2025.

Amendment No. 3 to Schedule 13D reports changes in beneficial ownership of USA Rare Earth, Inc. common stock by Michael Blitzer and Inflection Point Holdings II LLC (IPH). On September 15, 2025, IPH distributed 3,125,000 shares pro rata to its members for no consideration, including 747,500 shares to the Michael Blitzer 2012 Revocable Living Trust and 562,500 shares to IPF. After that distribution IPH ceased to be a beneficial owner of more than 5% of the outstanding New USARE common stock. The filing lists aggregate beneficial holdings: Mr. Blitzer beneficially owns 5,808,082 shares (5.8% reported) while IPH holds 3,125,000 shares (3.1%). The filing also discloses 30,483 RSUs that vest May 20, 2026.

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.