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

Rhea-AI Filing Summary

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.

Insights

Securities Compliance Analyst

TL;DR: This Form 4 reports in-kind distributions from affiliated entities and relies on Rule 16a-13 exemptions; disclosures clarify control and disclaimers.

The filing documents two pro rata distributions of common stock by Bayshore-affiliated entities on 09/15/2025, triggering Form 4 reporting of resulting holdings across affiliated entities and an individual. The filing explicitly cites Rule 16a-13 to treat these as changes in form of ownership, exempting the transfers from Section 16 reporting. Important compliance elements are present: identification of reporting persons, transaction dates, aggregate share counts, and explicit disclaimers of beneficial ownership while noting voting and dispositive control by the CEO of the adviser. No derivative transactions or prices are reported.

Corporate Governance Specialist

TL;DR: Governance disclosure is detailed on ownership and control; transfers are internal distributions, not sales.

The disclosure provides granular footnotes linking direct holdings to intermediary entities (BRE II, BRE, Bayshore MGR, BPF II GP) and explains that Tready Smith exercises voting/dispositive control as CEO of the adviser but disclaims beneficial ownership except for pecuniary interest. The statement and exhibits referenced support transparency around related-party distributions. The filing does not report any cash consideration, option exercises, or changes to executive roles; it records reallocation of shares among related entities and members under LLC agreements.

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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X

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^*

Bayshore Capital Advisors, LLC

(Last) (First) (Middle)

1700 S. MACDILL AVENUE, SUITE 340

(Street)

TAMPA FL 33629

(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)

	Director	X	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(3)(7)		5,904,264	D	(3)	5,904,265	I	See footnote(1)
Common Stock, par value $0.0001 per share	09/15/2025		J(4)(7)		1,811,814	D	(4)	1,811,815	I	See footnote(2)
Common Stock, par value $0.0001 per share								59,011(7)	D
Common Stock, par value $0.0001 per share								326,318(7)	I	See footnote(5)
Common Stock, par value $0.0001 per share								123,711(7)	I	See footnote(6)

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^*

Bayshore Capital Advisors, LLC

(Last) (First) (Middle)

1700 S. MACDILL AVENUE, SUITE 340

(Street)

TAMPA FL 33629

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Bayshore Rare Earths II, LLC

(Last) (First) (Middle)

1700 S. MACDILL AVENUE, SUITE 340

(Street)

TAMPA FL 33629

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.

2. The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.

3. On September 15, 2025, BRE II distributed an aggregate of 5,904,264 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 its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

4. On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

5. The reported securities are held directly by Bayshore MGR, LLC ("Bayshore MGR"), which is a wholly-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by Bayshore MGR. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore MGR, except to the extent of her pecuniary interest therein.

6. The reported securities are held directly by BPF II GP, LLC ("BPF II GP"), which is a majority-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BPF II GP. Ms. Smith disclaims beneficial ownership of all securities held by BPF II GP, except to the extent of her pecuniary interest therein.

7. In the distributions described in Notes 3 and 4 above, an aggregate of 59,011 shares of Common Stock were distributed to Bayshore, 326,318 shares of Common Stock were distributed to Bayshore MGR, 123,711 shares of Common Stock were distributed to BPF II GP, and 117,473 shares of Common Stock were distributed to Ms. Smith. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the acquisitions by Ms. Smith, Bayshore, Bayshore MGR and BPF II GP from BRE II and BRE, were exempt from Section 16 of the Securities Exchange Act of 1934. Ms. Smith disclaims beneficial ownership of all securities held by the Bayshore MGR and BPF II GP, except to the extent of her pecuniary interest therein.

Remarks:

Exhibit 24.1 and Exhibit 24.2

	/s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC	09/18/2025
	/s/ David Kronenfeld, attorney-in-fact for Bayshore Rare Earths II, LLC	09/18/2025
	** 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 4 (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).
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FAQ

What transactions does the USAR Form 4 report?

Answer: It reports pro rata, no-consideration distributions of common stock on 09/15/2025 by Bayshore Rare Earths II, LLC (5,904,264 shares) and Bayshore Rare Earths, LLC (1,811,814 shares).

How many shares were distributed to individuals or related entities?

Answer: The filing states 59,011 shares to Bayshore, 326,318 to Bayshore MGR, 123,711 to BPF II GP, and 117,473 to Tready Smith as part of the distributions.

Did the Form 4 report any sales or cash proceeds?

Answer: No. The distributions were made for no consideration and are described as in-kind pro rata distributions under the LLC agreements.

Does Tready Smith retain voting or dispositive control over the reported shares?

Answer: Yes. The filing states Ms. Smith, as CEO of Bayshore, exercises sole voting and dispositive control over securities held by the affiliated entities but disclaims beneficial ownership except to the extent of pecuniary interest.

What exemption is cited for these transactions?

Answer: The filing cites Rule 16a-13 treating the distributions as changes in form of beneficial ownership exempt from Section 16 reporting.