BLITZER MICHAEL 4
4 · USA Rare Earth, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
USA Rare Earth (USAR) Chairman Michael Blitzer Receives 30,483 Shares
What Happened
Michael Blitzer, Chairman of the board of USA Rare Earth, reported the conversion/vesting of restricted stock units into a total of 30,483 common shares (12,284 + 18,199) on May 20, 2026. The transactions are reported as acquisitions at $0.00 (no cash paid) under code M (derivative exercise/conversion). The filing also shows related derivative disposition entries and notes that Inflection Point Holdings II LLC (IPH) is the record holder of the securities; Mr. Blitzer is the sole managing member of IPH and disclaims beneficial ownership except for any pecuniary interest.
Key Details
- Transaction date: 2026-05-20; Form 4 filed 2026-05-21 (appears timely).
- Shares acquired by conversion: 12,284 and 18,199 (total 30,483) at $0.00 (reported value $0).
- Transaction code: M (exercise/conversion of derivative — here, RSUs converting to common stock).
- Footnotes: RSUs were granted Aug 13, 2025 and vested in full on May 20, 2026 (F2, F3). IPH is the record holder and Mr. Blitzer shares voting/investment discretion (F1).
- Shares owned after the transaction: Not specified in the information provided.
Context
These were vested restricted stock units converting one-for-one into common shares — a compensatory award vesting, not an open-market purchase or sale. Although there are "disposed" derivative entries in the filing and IPH is listed as record holder, the filing does not report an open-market sale of the newly issued shares; they appear to be associated with IPH’s record ownership and Mr. Blitzer’s role with IPH. Awards like RSU vesting are routine executive compensation and do not by themselves indicate a personal buy/sell market signal.
Insider Transaction Report
- Exercise/Conversion
Common Stock, par value $0.0001 per share
2026-05-20+12,284→ 859,784 total - Exercise/Conversion
Common Stock, par value $0.0001 per share
2026-05-20+18,199→ 877,983 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-05-20−12,284→ 0 total→ Common Stock, par value $0.0001 per share (12,284 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-05-20−18,199→ 0 total→ Common Stock, par value $0.0001 per share (18,199 underlying)
- 3,125,000(indirect: By LLC)
Common Stock, par value $0.0001 per share
[F1]
Footnotes (3)
- [F1]Inflection Point Holdings II LLC ("IPH") is the record holder of such securities. Michael Blitzer is the sole Managing Member of IPH and shares voting and investment discretion with respect to the securities held by IPH. Michael Blitzer disclaims any beneficial ownership of the securities held by IPH other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F2]Restricted stock units convert into common stock on a one-for-one basis.
- [F3]On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.