InsiderTrades

Form 4 for USAR USA Rare Earth, Inc.

Accepted 2025-03-17 00:00:00 ET · period of report 2025-03-13 · accession 0001213900-25-024750 · 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
DMI 2025-03-17 2025-03-13 USAR Smith Tready Dir, 10% A - Grant — +15.53M 37.1K New —
DMI 2025-03-17 2025-03-13 USAR Smith Tready Dir, 10% A - Grant $0.00 +2.13M 1.62M New $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock, par value $0.0001 per share 2025-03-13 A A 11,808,529 — 11,808,529 I See footnote — — (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 persons 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"). (F2) 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 Common Common Stock, par value $0.0001 per share 2025-03-13 A A 3,623,629 — 3,623,629 I See footnote — — (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 persons 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"). (F3) 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 Common Common Stock, par value $0.0001 per share 2025-03-13 A A 58,777 — 58,777 I See footnote — — (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 persons 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"). (F4) The reported securities are held directly by the M. Tready A. Smith Revocable Trust (the "MTAS Trust"). Ms. Smith is the trustee of the trust and, as a result, may be deemed to share beneficial ownership of the securities held of record by the trust.
4 Common Common Stock, par value $0.0001 per share 2025-03-13 A A 37,073 — 37,073 I See footnote — — (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 persons 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"). (F5) The reported securities are held directly by Bayshore Capital Holdings Group, LLC ("BCHG"). Ms. Smith shares voting and dispositive control over such securities. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore Capital Holdings Group, LLC, except to the extent of her pecuniary interest therein.
5 Derivative Earnout right to Common Stock 2025-03-13 A A 498,109 $0.00 498,109 I See footnote — · — to 2031-03-13 498,109 Common Stock, par value $0.0001 per share (F6) Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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. (F3) 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.
6 Derivative Earnout right to Common Stock 2025-03-13 A A 8,079 $0.00 8,079 I See footnote — · — to 2031-03-13 8,079 Common Stock, par value $0.0001 per share (F6) Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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. (F4) The reported securities are held directly by the M. Tready A. Smith Revocable Trust (the "MTAS Trust"). Ms. Smith is the trustee of the trust and, as a result, may be deemed to share beneficial ownership of the securities held of record by the trust.
7 Derivative Earnout right to Common Stock 2025-03-13 A A 5,096 $0.00 5,096 I See footnote — · — to 2031-03-13 5,096 Common Stock, par value $0.0001 per share (F6) Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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. (F5) The reported securities are held directly by Bayshore Capital Holdings Group, LLC ("BCHG"). Ms. Smith shares voting and dispositive control over such securities. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore Capital Holdings Group, LLC, except to the extent of her pecuniary interest therein.
8 Derivative Earnout right to Common Stock 2025-03-13 A A 1,623,216 $0.00 1,623,216 I See footnote — · — to 2031-03-13 1,623,216 Common Stock, par value $0.0001 per share (F6) Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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. (F2) 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.