Form 4 for USAR USA Rare Earth, Inc.
Accepted 2025-03-17 00:00:00 ET · period of report 2025-03-13 · accession 0001213900-25-024739 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-03-17 | 2025-03-13 | USAR | Kronenfeld David Thomas | CLO, Corp. Sec | A - Grant | — | +72.9K | 72.9K | New | — |
| D | 2025-03-17 | 2025-03-13 | USAR | Kronenfeld David Thomas | CLO, Corp. Sec | A - Grant | $0.00 | +10.0K | 10.0K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-03-13 | A | A | 72,870 | — | 72,870 | D | — | — | (F1) Upon closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or "Inflection Point") and USA Rare Earth, LLC ("USARE") the reporting person acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "BCA"). |
| 2 | Derivative | Earnout right to Common Shares | 2025-03-13 | A | A | 10,016 | $0.00 | 10,016 | D | — · — to 2031-03-13 | 10,016 Common Stock, par value $0.0001 per share | (F2) Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met. |