BLITZER MICHAEL 4

Accession 0001213900-25-077642

CIK 0001970622other

View on SEC.gov Company Profile

Filed

Aug 14, 8:00 PM ET

Accepted

Aug 15, 6:44 PM ET

Size

26.8 KB

Accession

0001213900-25-077642

Insider Transaction Report

Form 4

Period: 2025-08-13

USA Rare Earth, Inc.USAR

Inflection Point Holdings II LLC

Other

Transactions

Exercise/Conversion
Series A Preferred Stock, par value $0.0001 per share
2025-08-13−1,161,805→ 343,137 total(indirect: By Inflection Point Fund I, LP)
Exercise: $7.00→ Common Stock, par value $0.0001 per share (2,091,849 underlying)
Sale
Common Stock, par value $0.0001 per share
2025-08-13$15.75/sh−2,091,849$32,946,622→ 0 total(indirect: By Inflection Point Fund I, LP)
Award
Restricted Stock Units
2025-08-13+18,199→ 18,199 total
→ Common Stock, par value $0.0001 per share (18,199 underlying)
Sale
Warrants to purchase Common Stock
2025-08-14$5.70/sh−3,813,334$21,736,004→ 0 total
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (3,813,334 underlying)
Exercise/Conversion
Common Stock, par value $0.0001 per share
2025-08-13+2,091,849→ 2,091,849 total(indirect: By Inflection Point Fund I, LP)
Other
Warrants to purchase Common Stock
2025-08-14−6,000,000→ 0 total(indirect: By LLC)
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (6,000,000 underlying)
Award
Restricted Stock Units
2025-08-13+12,284→ 12,284 total
→ Common Stock, par value $0.0001 per share (12,284 underlying)

Holdings

Warrants to purchase Common Stock
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (3,813,334 underlying)
3,813,334
Series A Preferred Stock, par value $0.0001 per share
Exercise: $7.00→ Common Stock, par value $0.0001 per share (411,018 underlying)
411,018
Common Stock, par value $0.0001 per share
(indirect: By LLC)
6,250,000

BLITZER MICHAEL

Director

Transactions

Exercise/Conversion
Series A Preferred Stock, par value $0.0001 per share
2025-08-13−1,161,805→ 343,137 total(indirect: By Inflection Point Fund I, LP)
Exercise: $7.00→ Common Stock, par value $0.0001 per share (2,091,849 underlying)
Other
Warrants to purchase Common Stock
2025-08-14−6,000,000→ 0 total(indirect: By LLC)
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (6,000,000 underlying)
Sale
Common Stock, par value $0.0001 per share
2025-08-13$15.75/sh−2,091,849$32,946,622→ 0 total(indirect: By Inflection Point Fund I, LP)
Award
Restricted Stock Units
2025-08-13+18,199→ 18,199 total
→ Common Stock, par value $0.0001 per share (18,199 underlying)
Sale
Warrants to purchase Common Stock
2025-08-14$5.70/sh−3,813,334$21,736,004→ 0 total
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (3,813,334 underlying)
Exercise/Conversion
Common Stock, par value $0.0001 per share
2025-08-13+2,091,849→ 2,091,849 total(indirect: By Inflection Point Fund I, LP)
Award
Restricted Stock Units
2025-08-13+12,284→ 12,284 total
→ Common Stock, par value $0.0001 per share (12,284 underlying)

Holdings

Common Stock, par value $0.0001 per share
(indirect: By LLC)
6,250,000
Series A Preferred Stock, par value $0.0001 per share
Exercise: $7.00→ Common Stock, par value $0.0001 per share (411,018 underlying)
411,018
Warrants to purchase Common Stock
Exercise: $11.50From: 2025-04-12Exp: 2030-03-13→ Common Stock, par value $0.0001 per share (3,813,334 underlying)
3,813,334

Footnotes (6)

[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.
[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.
[F3]Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.
[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.
[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.
[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.

Documents

1 file

4
ownership.xmlPrimary

Issuer

USA Rare Earth, Inc.

CIK 0001970622

→

Entity typeother

Related Parties

filerCIK 0001458423

Filing Metadata

Form type: 4
Filed: Aug 14, 8:00 PM ET
Accepted: Aug 15, 6:44 PM ET
Size: 26.8 KB

View on SEC.gov