InsiderTrades

Form 4 for USAR USA Rare Earth, Inc.

Accepted 2025-08-15 00:00:00 ET · period of report 2025-08-13 · accession 0001213900-25-077642 · 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
DI 2025-08-15 2025-08-13 USAR BLITZER MICHAEL Dir, 10% M - OptEx — +2.09M 2.09M New —
DI 2025-08-15 2025-08-13 USAR BLITZER MICHAEL Dir, 10% S - Sale+OE $15.75 -2.09M 0 -100% -$32.95M
DI 2025-08-15 2025-08-14 USAR BLITZER MICHAEL Dir, 10% J - Other — -6.00M 0 -100% —
DM 2025-08-15 2025-08-13 USAR BLITZER MICHAEL Dir, 10% A - Grant $0.00 +30.5K 12.3K New $0
D 2025-08-15 2025-08-14 USAR BLITZER MICHAEL Dir, 10% S - Sale $5.70 -3.81M 0 -100% -$21.74M
DI 2025-08-15 2025-08-13 USAR BLITZER MICHAEL Dir, 10% M - OptEx — -1.16M 343.1K -77% —

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 2025-08-13 M A 2,091,849 — 2,091,849 I By Inflection Point Fund I, LP — — (F1) 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. (F5) 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.
2 Common Common Stock, par value $0.0001 per share 2025-08-13 S D 2,091,849 $15.75 0 I By Inflection Point Fund I, LP — — (F5) 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.
3 Derivative Warrants to purchase Common Stock 2025-08-14 J D 6,000,000 — 0 I $11.50 · 2025-04-12 to 2030-03-13 6,000,000 Common Stock, par value $0.0001 per share (F4) 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.
4 Derivative Restricted Stock Units 2025-08-13 A A 18,199 $0.00 18,199 D By Inflection Point Fund I, LP — · — to — 18,199 Common Stock, par value $0.0001 per share (F3) Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. (F5) 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. (F2) 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.
5 Derivative Restricted Stock Units 2025-08-13 A A 12,284 $0.00 12,284 D By Inflection Point Holdings II LLC — · — to — 12,284 Common Stock, par value $0.0001 per share (F3) Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. (F6) 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. (F2) 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.
6 Derivative Warrants to purchase Common Stock 2025-08-14 S D 3,813,334 $5.70 0 D $11.50 · 2025-04-12 to 2030-03-13 3,813,334 Common Stock, par value $0.0001 per share
7 Derivative Series A Preferred Stock, par value $0.0001 per share 2025-08-13 M D 1,161,805 — 343,137 I $7.00 · — to — 2,091,849 Common Stock, par value $0.0001 per share (F1) 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.