Form 4 for USAR USA Rare Earth, Inc.
Accepted 2025-09-18 00:00:00 ET · period of report 2025-09-15 · accession 0001213900-25-089037 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2025-09-18 | 2025-09-15 | USAR | Bayshore Rare Earths II, LLC | 10% | J - Other | — | -7.72M | 1.81M | -81% | — |
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, par value $0.0001 per share | 2025-09-15 | J | D | 5,904,264 | — | 5,904,265 | I See footnote | — | — | (F3) On September 15, 2025, BRE II distributed an aggregate of 5,904,264 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934. (F1) 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 | 2025-09-15 | J | D | 1,811,814 | — | 1,811,815 | I See footnote | — | — | (F4) On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934. (F2) 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. |