[Form 3] USA Rare Earth, Inc. Warrant Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

William Robert Steele Jr., identified as Chief Financial Officer and a director, filed an initial Form 3 reporting an event dated 03/06/2025 related to USA Rare Earth, Inc. (USAR). The filing states that no securities are beneficially owned by the reporting person. The form was submitted via an attorney-in-fact and includes an exhibit reference. This Form 3 documents the reporting person's relationship to the issuer and formally records that there are currently no direct or indirect equity holdings to disclose.

Positive

• Disclosure completed for an officer and director role (Chief Financial Officer)
• Clear statement that no securities are beneficially owned, reducing ambiguity

Negative

• No equity ownership disclosed by the company's CFO, which may raise alignment questions for some investors
• Form filed via attorney-in-fact rather than direct signature, which may prompt verification steps

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Steele William Robert Jr

(Last) (First) (Middle)

100 W AIRPORT ROAD

(Street)

STILLWATER OK 74075

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2025

3. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Exhibit 24

No securities are beneficially owned.

	/s/ David Kronenfeld, attorney-in-fact for William Robert Steele, Jr.	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 3 filed for USARW disclose?

It discloses that William Robert Steele Jr., identified as Chief Financial Officer and director, reported an event dated 03/06/2025 and stated that no securities are beneficially owned.

Which company and ticker are named on the Form 3?

The filing names USA Rare Earth, Inc. with the trading symbol USAR (metadata ticker USARW provided).

Does the Form 3 show any stock or derivative holdings for the reporting person?

No. The filing explicitly states no securities are beneficially owned in both the non-derivative and derivative tables.

What role does William Robert Steele Jr. hold at the company according to the filing?

He is listed as an officer with the title Chief Financial Officer and is also marked as a Director.

Was the Form 3 filed jointly or by one reporting person?

The form was filed by one reporting person (checked as a single filer).