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

Rhea-AI Filing Summary

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.

Positive

• Receipt of restricted stock units: 18,199 and 12,284 RSUs granted that vest May 20, 2026
• Large warrant distribution by Sponsor: 6,000,000 private placement warrants distributed to members, increasing potential upside for holders
• Clear governance disclosures: Reporting includes conversion-price reset detail, control/disclaimer language, and trading-window terms for RSUs

Negative

• Insider sales of converted shares: Sale of 2,091,849 common shares at $15.75 reported
• Warrant dispositions: Sale of 3,813,334 private placement warrants at $5.70 reported, reducing insider warrant holdings
• Potential dilution detail: Series A Preferred is convertible with conversion price reset to $7.00, implying convertible interest into common shares

Insights

Financial Analyst

TL;DR: Significant insider activity: conversions, RSU grants, warrant distribution and notable sales could affect share float and near-term supply.

The Form 4 records material, contemporaneous transactions across equity and derivatives by the Chairman and related entities. The conversion-price reset to $7.00 for Series A Preferred and the large notional amounts—2,091,849 common shares tied to conversion and a 6,000,000-warrant distribution—are material from a capital structure standpoint because they change potential common share supply. The sale of 2,091,849 common shares at $15.75 and sale of 3,813,334 warrants at $5.70 are explicit dispositions that reduce insider-held positions reported here. Disclosures about control and disclaimers clarify which entities directly hold securities versus Mr. Blitzer’s pecuniary interests.

Corporate Governance Expert

TL;DR: Insider is Chairman and reporting shows both exercise/conversion activity and distributions; governance disclosures and disclaimers are complete.

The filing provides detailed beneficial-ownership descriptions, including delegation of voting/investment discretion and disclaimers of beneficial ownership for affiliated entities. The Sponsor’s pro rata distribution of private placement warrants and the use of Rule 16a-13 for a change-in-form exemption are explicitly disclosed, which is important for compliance and transparency. Restricted stock units include vesting and trading-window conditions, aligning compensation mechanics with standard governance controls.

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last) (First) (Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK NY 10016

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		M		2,091,849	A	(1)	2,091,849	I	By Inflection Point Fund I, LP(5)
Common Stock, par value $0.0001 per share	08/13/2025		S		2,091,849	D	$15.75	0	I	By Inflection Point Fund I, LP(5)
Common Stock, par value $0.0001 per share								6,250,000	I	By Inflection Point Holdings II LLC(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
Restricted Stock Units	(2)	08/13/2025		A		18,199(3)		(2)	(2)	Common Stock, par value $0.0001 per share	18,199	$0	18,199	D
Restricted Stock Units	(2)	08/13/2025		A		12,284(3)		(2)	(2)	Common Stock, par value $0.0001 per share	12,284	$0	12,284	D
Series A Preferred Stock, par value $0.0001 per share	$7(1)	08/13/2025		M			1,161,805	(1)	(1)	Common Stock, par value $0.0001 per share	2,091,849	(1)	343,137(1)	I	By Inflection Point Fund I, LP(5)
Series A Preferred Stock, par value $0.0001 per share	$7(1)							(1)	(1)	Common Stock, par value $0.0001 per share	411,018		411,018(1)	D
Warrants to purchase Common Stock	$11.5	08/14/2025		J(4)			6,000,000	04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	6,000,000	(4)	0	I	By Inflection Point Holdings II LLC(6)
Warrants to purchase Common Stock	$11.5							04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	3,813,334		3,813,334(4)	D
Warrants to purchase Common Stock	$11.5	08/14/2025		S			3,813,334	04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	3,813,334	$5.7	0	D

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last) (First) (Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Inflection Point Holdings II LLC

(Last) (First) (Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("Series A Preferred Stock") is convertible into a number of shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Preferred Stock (the "Certificate of Designation")) by the conversion price, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

2. The restricted stock unit will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan.

3. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

4. On August 14, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 6,000,000 private placement warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 3,813,334 private placement warrants were distributed to Michael Blitzer on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

5. Inflection Point Fund I, LP ("Inflection Point Fund") is the record holder of such securities. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Mr. Blitzer controls each Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund. Mr. Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

6. The Sponsor is the record holder of such securities. Michael Blitzer is the sole Managing Member of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

The Sponsor may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors of the Issuer.

	/s/ Michael Blitzer	08/15/2025
	/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC	08/15/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Michael Blitzer report on Form 4 for USA Rare Earth (USAR)?

The filing reports acquisitions tied to Series A Preferred conversion totaling 2,091,849 common shares, RSU grants of 18,199 and 12,284, distribution of 3,813,334 warrants to Mr. Blitzer, and sales of 2,091,849 shares at $15.75 and 3,813,334 warrants at $5.70.

What is the conversion price for the Series A Preferred disclosed in the Form 4?

The conversion price for the Series A Preferred was initially $12.00 and was reset to $7.00; the Series A Preferred has no expiration date.

How many warrants were distributed by Inflection Point Holdings II LLC and how many did Mr. Blitzer receive?

The Sponsor distributed an aggregate of 6,000,000 private placement warrants to its members; 3,813,334 of those warrants were distributed to Michael Blitzer.

When do the restricted stock units reported in the Form 4 vest?

Each restricted stock unit is scheduled to fully vest on May 20, 2026, subject to the issuer's trading-window rules and applicable tax rules.

What roles and ownership positions does the Form 4 attribute to Michael Blitzer?

Mr. Blitzer is identified as Chairman of the board, a director, and a 10% owner; he is the sole Managing Member of Inflection Point Holdings II LLC and controls affiliated investment entities, with disclaimers about beneficial ownership limited to pecuniary interest.