BLITZER MICHAEL 4

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.