Bayshore entities and Tready A. Smith (USAR) report 8.66M shares

Rhea-AI Filing Summary

USA Rare Earth, Inc. Schedule 13G/A (Amendment No. 2) reports joint beneficial ownership by Bayshore-related entities and Tready A. Smith. The filing shows 8,663,243 shares beneficially owned in the aggregate, representing 3.97% of the class based on 217,976,175 shares outstanding as of March 23, 2026. The filing notes the percentage was below 5% as of March 31, 2026 due to dilution from company share issuance. The reported positions break down into shared voting and dispositive power across Bayshore Capital Advisors, LLC (8,473,160 shared), Bayshore Rare Earths II, LLC (5,904,265 shared), and Bayshore MGR, LLC (6,230,583 shared), with Tready A. Smith holding 37,073 shares sole and 8,626,170 shares shared.

Insights

Institutional Ownership Analyst

Stake disclosure shows a sub-5% joint beneficial holding across Bayshore entities and an affiliated individual.

The filing reports an aggregate beneficial position of 8,663,243 shares, equal to 3.97% using the issuer's 217,976,175-share outstanding base as of March 23, 2026. Voting and dispositive powers are shared among three Bayshore entities, with Ms. Smith recorded as exercising control over those holdings.

Because the position is under 5% as of March 31, 2026 (the filing cites dilution from company issuances), this disclosure primarily documents ownership levels rather than signaling a change in control. Subsequent filings would be needed to show any material change in stake or intent.

Compliance & Regulatory Counsel

Amendment clarifies beneficial ownership and attributes voting/dispositive powers per Rule 13d-1(k).

The statement attributes shared voting and dispositive power to Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, and Bayshore MGR, LLC, and explains Ms. Smith's relationship to those entities. The filing cites the issuer's Form 10-K for the 217,976,175-share outstanding base.

From a compliance perspective, the filing fulfills Schedule 13G/A disclosure duties by updating percentages and noting dilution; any material change in holdings or plans would require further amendments under applicable rules.

Key Figures

Aggregate beneficial ownership: 8,663,243 shares Percent of class: 3.97% Shares outstanding (reference): 217,976,175 shares +4 more

7 metrics

Aggregate beneficial ownership 8,663,243 shares Total reported in Item 4

Percent of class 3.97% Percent based on 217,976,175 shares outstanding as of March 23, 2026

Shares outstanding (reference) 217,976,175 shares Issuer's Form 10-K cited as of March 23, 2026

Bayshore Capital shared voting power 8,473,160 shares Shared voting and dispositive power reported for Bayshore Capital Advisors, LLC

Bayshore Rare Earths II shared power 5,904,265 shares Shared voting and dispositive power reported for Bayshore Rare Earths II, LLC

Bayshore MGR shared power 6,230,583 shares Shared voting and dispositive power reported for Bayshore MGR, LLC

Tready A. Smith sole holdings 37,073 shares Sole voting and dispositive power reported for Tready A. Smith

Key Terms

Schedule 13G/A, beneficially owned, shared dispositive power, aggregate outstanding

4 terms

Schedule 13G/A regulatory

"Amendment No. 2 ) USA Rare Earth, Inc. Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned financial

"Amount beneficially owned: 8,663,243"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared dispositive power regulatory

"Shared Dispositive Power 8,473,160.00"

aggregate outstanding market

"aggregate of 217,976,175 shares of common stock"

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

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Accepted by SEC EDGAR 04/23/2026 - 05:21 PM Learn about SEC filing dates

FAQ

What percent of USAR does Bayshore report owning in this Schedule 13G/A?

The filing reports an aggregate beneficial ownership of 3.97% of USA Rare Earth, Inc. based on 217,976,175 shares outstanding as of March 23, 2026. It notes the percentage fell below 5% as of March 31, 2026 due to dilution.

How many USAR shares are reported as beneficially owned in the amendment?

The amendment lists a combined beneficial position of 8,663,243 shares. That total reflects shared and sole voting/dispositive powers across the Bayshore entities and Tready A. Smith as reported in Item 4.

Which Bayshore entities are listed as holding USAR shares?

The filing names Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, and Bayshore MGR, LLC, each reported with shared voting and dispositive power over specified share counts in the schedule.

What outstanding share base is used to calculate the reported percent ownership?

The percent ownership figures are calculated using an aggregate of 217,976,175 shares outstanding of USA Rare Earth, Inc., cited from the issuer's Form 10-K as of March 23, 2026.

Does the filing state who controls the Bayshore-held shares?

Yes. The filing states that Tready A. Smith is CEO of Bayshore Capital Advisors and exercises voting and dispositive control over the securities held directly and indirectly by the Bayshore entities, with a disclaimer about pecuniary interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

USA Rare Earth, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91733P107

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Bayshore Capital Advisors, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,473,160.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,473,160.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,473,160.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.89 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Bayshore Rare Earths II, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,904,265.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,904,265.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,904,265.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.71 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Bayshore MGR, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,230,583.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,230,583.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,230,583.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

2.86 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

CUSIP Number(s): 91733P107

1

Names of Reporting Persons

Tready A. Smith

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 37,073.00
6	Shared Voting Power 8,626,170.00
7	Sole Dispositive Power 37,073.00
8	Shared Dispositive Power 8,626,170.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,663,243.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.97 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Tready A. Smith is the Chief Executive Officer of Bayshore Capital Advisors, LLC ("Bayshore Capital") and exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all of their reported Shares of the Issuer. Ms. Smith expressly disclaims beneficial ownership of all Shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein. Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: USA Rare Earth, Inc.
(b)	Address of issuer's principal executive offices: 100 W AIRPORT ROAD, STILLWATER, OKLAHOMA 74075
Item 2.
(a)	Name of person filing: Bayshore Capital Advisors, LLC Bayshore Rare Earths II, LLC Bayshore MGR, LLC Tready A. Smith
(b)	Address or principal business office or, if none, residence: 1700 S. MACDILL AVENUE SUITE 340 TAMPA, Florida 33629
(c)	Citizenship: Bayshore Capital Advisors, LLC - FLORIDA Bayshore Rare Earths II, LLC - DELAWARE Bayshore MGR, LLC - DELAWARE Tready A. Smith - UNITED STATES
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 91733P107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 8,663,243
(b)	Percent of class: 3.97 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073
	(ii) Shared power to vote or to direct the vote: Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170
	(iii) Sole power to dispose or to direct the disposition of: Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073
	(iv) Shared power to dispose or to direct the disposition of: Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bayshore Capital Advisors, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Chief Executive Officer
Date:	04/23/2026

Bayshore Rare Earths II, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	04/23/2026

Bayshore MGR, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	04/23/2026

Tready A. Smith

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith
Date:	04/23/2026

Exhibit Information

Joint Acquisition Statement Pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 25, 2025).