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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.
USA Rare Earth, Inc. Schedule 13D Amendment discloses recent conversions, open-market sales and grants by reporting persons Michael Blitzer and Inflection Point Holdings II LLC ("IPH"). IPF converted 1,161,805 shares of Series A preferred into 2,091,849 shares of common stock and sold those shares on August 13, 2025 at $15.75 per share. IPH distributed 6,000,000 private placement warrants pro rata to members on August 14, 2025; Mr. Blitzer received 3,813,334 warrants and sold them the same day at $5.70 per warrant. Mr. Blitzer also received 30,483 restricted stock units (RSUs) that vest May 20, 2026 and represent one share each at settlement.
The filing reports aggregate beneficial ownership of 7,607,871 shares for Mr. Blitzer (7.1% of the class) and 6,250,000 shares for IPH (5.9%), based on 99,518,936 shares outstanding after the conversion. The RSUs are excluded from the ownership totals until settlement. No other transactions in the past 60 days are reported.
Michael Blitzer, Chairman of USA Rare Earth, Inc. (USAR), filed Form 4 reporting multiple equity and derivative transactions occurring in August 2025. The filing shows acquisitions of 2,091,849 common shares (conversion-related) and the acquisition of 18,199 and 12,284 restricted stock units that vest on May 20, 2026. The filing discloses that the Series A Preferred conversion price was reset from $12.00 to $7.00 and that Series A Preferred has no expiration. The Sponsor, Inflection Point Holdings II LLC, distributed 6,000,000 private placement warrants to members, of which 3,813,334 were distributed to Mr. Blitzer; subsequently, 3,813,334 warrants were reported sold at $5.70. The filing also shows a sale of 2,091,849 shares at $15.75. Mr. Blitzer is identified as a director and 10% owner and disclaims beneficial ownership of certain securities except any pecuniary interest.
USA Rare Earth, Inc. reported a Form 4 disclosing grants of restricted stock units to David Thomas Kronenfeld, the company's Chief Legal Officer and a director. The reporting shows three RSU awards, granted 08/13/2025, totaling 86,444 RSUs (27,298; 40,947; 18,199). Each RSU represents the right to receive one share of common stock on settlement. Vesting schedules differ: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; a second vests in three equal tranches on May 20 of 2026, 2027 and 2028; the third is fully vested with underlying shares to be released on May 20, 2026. All reported RSUs are shown as direct beneficial ownership.
Joshua Ballard, who is listed as Chief Executive Officer and a Director of USA Rare Earth, Inc. (ticker USAR), reported equity awards on 08/13/2025. The filing shows two restricted stock unit grants: one for 90,992 RSUs and another for 181,984 RSUs; each RSU converts to one share at settlement and both are reported as directly owned with a $0 grant price. The 90,992 RSU award vests in two equal tranches (50% on May 20, 2026 and 50% on May 20, 2027). The 181,984 RSU award vests in three equal tranches (one-third on May 20, 2026, 2027, and 2028). The form was signed by an attorney-in-fact on 08/15/2025.
USA Rare Earth (USAR) reported a Form 4 showing that William Robert Steele Jr., the company's Chief Financial Officer and a director, was granted 90,992 restricted stock units (RSUs) on 08/13/2025. Each RSU represents the right to receive one share of common stock upon settlement. The filing shows the RSUs are held directly by Steele and that 90,992 shares would be issued upon settlement. Portions of the award vest in scheduled tranches: one award vests in two equal tranches on May 20, 2026 and May 20, 2027; the other vests in three equal tranches on May 20, 2026, May 20, 2027, and May 20, 2028. If vesting falls in a closed trading window, vesting will occur on the first open trading day under the company policy.
Mordechai Zev Gutnick, a director of USA Rare Earth, Inc. (USAR), reported receipt of restricted stock units (RSUs). On 08/13/2025 he was granted 18,199 RSUs and 12,284 RSUs (total 30,483 RSUs), each representing the right to one share of common stock at settlement. The RSUs were reported as acquired and are held directly. The RSUs will fully vest on May 20, 2026, unless delayed to the next open trading window under the issuer's insider trading policy or adjusted for applicable tax rules and plan terms. The filing was signed by an attorney-in-fact.
Paul J. Kern, a director of USA Rare Earth, Inc., was granted restricted stock units. On 08/13/2025 Mr. Kern acquired 18,199 RSUs and 12,284 RSUs, each representing the right to receive one share of the issuer's common stock at settlement. The RSUs are recorded as directly beneficially owned following the transactions. The RSUs will fully vest on May 20, 2026, unless that date falls during a closed trading window under the issuer's insider trading policy, in which case vesting will occur on the first trading day of the next open trading window, subject to applicable tax and plan terms. The Form 4 was signed by an attorney-in-fact on 08/15/2025.
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