[SCHEDULE 13G/A] USA Rare Earth, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material disclosure of beneficial ownership: Combined beneficial ownership of 8,665,507 shares (8.89%) is reported, exceeding 5% reporting threshold.
• Transparency on recent share distribution: Filing documents an in-kind distribution of 7,716,078 shares on September 15, 2025 tied to lock-up expirations.

Negative

• None.

Insights

Securities Analyst

TL;DR This Schedule 13G/A discloses a material 8.89% beneficial stake by Bayshore-related parties and a recent in-kind distribution of shares.

The filing is a routine but material disclosure: it aggregates holdings across affiliated entities and the CEO, showing shared voting and dispositive power over significant blocks of shares. The reported 8.89% beneficial ownership exceeds common 5% reporting thresholds and is therefore relevant to shareholders and the market. The September 15, 2025 distribution in kind of 7,716,078 shares indicates a transfer of ownership to members following lock-up expirations, which may change holder composition without an open-market sale. The filing provides clear numeric bases: 97,427,087 shares outstanding used for percentage calculations.

Corporate Governance Expert

TL;DR Consolidated disclosure clarifies control relationships and voting power among Bayshore entities and CEO Tready A. Smith.

The Schedule identifies shared voting and dispositive power across Bayshore Capital Advisors, Bayshore Rare Earths II and Bayshore MGR, with Ms. Smith exercising control roles and a modest sole holding of 37,073 shares. The clear attribution of voting/dispositive authority and the incorporated joint acquisition statement improves transparency about who can influence corporate actions. No statements in the filing assert group formation beyond reporting; the filing notes prior Exhibit A for the joint acquisition statement, preserving continuity with earlier disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

USA Rare Earth, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91733P107

(CUSIP Number)

09/15/2025

(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)

SCHEDULE 13G

CUSIP No. 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 8,510,961.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,510,961.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,510,961.00

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)

8.74 %

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 97,427,087 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025). On September 15, 2025, Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of an aggregate of 7,716,078 Shares of the Issuer to their respective members for no consideration upon the expiration of certain lock-up restrictions.

SCHEDULE 13G

CUSIP No. 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)

6.06 %

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 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025). On September 15, 2025, Bayshore Rare Earths II, LLC completed a distribution in kind of an aggregate of 5,904,264 Shares of the Issuer to its members for no consideration upon the expiration of certain lock-up restrictions.

SCHEDULE 13G

CUSIP No. 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)

6.40 %

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 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025). On September 15, 2025, Bayshore Rare Earths II, LLC completed a distribution in kind of 5,904,264 Shares of the Issuer to its members for no consideration upon the expiration of certain lock-up restrictions.

SCHEDULE 13G

CUSIP No. 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 8,628,434.00
7	Sole Dispositive Power 37,073.00
8	Shared Dispositive Power 8,628,434.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,665,507.00

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)

8.89 %

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 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025). On September 15, 2025, Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of an aggregate of 7,716,078 Shares of the Issuer to their respective members for no consideration upon the expiration of certain lock-up restrictions.

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, OK 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, FL 33629 1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629 1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629 1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629
(c)	Citizenship: Florida Delaware Delaware United States of America
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 91733P107
Item 4.	Ownership
(a)	Amount beneficially owned: 8,665,507.00
(b)	Percent of class: 8.89 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 37,073
	(ii) Shared power to vote or to direct the vote: 8,628,434.00
	(iii) Sole power to dispose or to direct the disposition of: 37,073
	(iv) Shared power to dispose or to direct the disposition of: 8,628,434.00
Item 5.	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:

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:	09/17/2025

Bayshore Rare Earths II, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	09/17/2025

Bayshore MGR, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	09/17/2025

Tready A. Smith

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith
Date:	09/17/2025

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).

FAQ

How many USA Rare Earth (USARW) shares do Bayshore-related parties beneficially own?

The filing reports combined beneficial ownership of 8,665,507 shares, representing 8.89% of the 97,427,087 shares used for calculation.

What percentage of USARW does 8,665,507 shares represent?

It represents 8.89% based on 97,427,087 shares outstanding as of August 4, 2025 per the filing.

What was the September 15, 2025 distribution noted in the filing?

The filing states an in-kind distribution on September 15, 2025 of an aggregate of 7,716,078 shares to members upon expiration of lock-up restrictions.

Which reporting persons are named in the Schedule 13G/A for USARW?

The filing names Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, Bayshore MGR, LLC, and Tready A. Smith.

How much sole voting power does Tready A. Smith have over USARW shares?

Tready A. Smith has sole voting power and sole dispositive power over 37,073 shares, with additional shared power reported.