Michael Blitzer - Sep 15, 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
Director
Signature
/s/ Michael Blitzer
Stock symbol
USAR
Transactions as of
Sep 15, 2025
Transactions value $
$0
Form type
4
Date filed
9/17/2025, 04:05 PM
Previous filing
Sep 11, 2025
Next filing
Oct 3, 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
BLITZER MICHAEL Director 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer 2025-09-17 0001458423
Inflection Point Holdings II LLC Director-by-Deputization 167 MADISON AVENUE, SUITE 205 #1017, NEW YORK /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC 2025-09-17 0001970530

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USAR Common Stock, par value $0.0001 per share Other -3.13M -50% 3.13M Sep 15, 2025 By Inflection Point Holdings II LLC F1, F2
holding USAR Common Stock, par value $0.0001 per share 748K Sep 15, 2025 Direct F1
holding USAR Common Stock, par value $0.0001 per share 563K Sep 15, 2025 By Inflection Point Fund I, LP F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 15, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 3,125,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 747,500 shares of Common Stock were distributed to Michael Blitzer on such basis and 562,500 shares of Common Stock were distributed to Inflection Point Fund I, LP ("Inflection Point Fund") 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 and Inflection Point Fund from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.
F2 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.
F3 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.

Remarks:

The Sponsor may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors of the Issuer.