Michael Blitzer - Jun 13, 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
Director, 10%+ Owner
Signature
/s/ Michael Blitzer
Stock symbol
USAR
Transactions as of
Jun 13, 2025
Transactions value $
-$17,609,251
Form type
4
Date filed
6/16/2025, 09:31 PM
Previous filing
Jun 9, 2025
Next filing
Jul 21, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BLITZER MICHAEL Director, 10%+ Owner 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer 2025-06-16 0001458423

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USAR Warrant to Purchase Common Stock Sale -$1.68M -306K -100% $5.50 0 Jun 13, 2025 Common Stock, par value $0.0001 per share 306K $7.00 Direct F1
transaction USAR Warrant to Purchase Common Stock Sale -$15.9M -2.9M -100% $5.50 0 Jun 13, 2025 Common Stock, par value $0.0001 per share 2.9M $7.00 By Inflection Point Fund I, LP F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported common stock purchase warrants were initially exercisable for 178,309 shares of common stock, par value $0.0001 per share, the "Common Stock"), subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 305,673.
F2 The reported common stock purchase warrants were initially exercisable for 1,689,338 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 2,896,009.
F3 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 ("Inflection Point Fund"). Michael 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.