Form 4 for USAR USA Rare Earth, Inc.
Accepted 2026-01-05 00:00:00 ET · period of report 2026-01-01 · accession 0001213900-26-001486 · 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 | 2026-01-05 | 2026-01-01 | USAR | Inflection Point Holdings II LLC | Dir-by-Deputization | J - Other | — | -562.5K | 0 | -100% | — |
| DI | 2026-01-05 | 2026-01-01 | USAR | Inflection Point Holdings II LLC | Dir-by-Deputization | J - Other | — | -343.2K | 0 | -100% | — |
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 | 2026-01-01 | J | D | 562,500 | — | 0 | I By Inflection Point Fund I, LP | — | — | (F1) This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP 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 I, LP. |
| 2 | Derivative | Series A Preferred Stock, par value $0.0001 per share | 2026-01-01 | J | D | 343,157 | — | 0 | I By Inflection Point Fund I, LP | $7.00 · — to — | 646,552 Common Stock, par value $0.0001 per share | (F1) This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP 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 I, LP. (F3) 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. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date. |