Bayshore Capital Advisors, LLC - Sep 15, 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
10%+ Owner
Signature
/s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC
Stock symbol
USAR
Transactions as of
Sep 15, 2025
Transactions value $
$0
Form type
4
Date filed
9/18/2025, 04:51 PM
Previous filing
Mar 21, 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Bayshore Capital Advisors, LLC 10%+ Owner 1700 S. MACDILL AVENUE, SUITE 340, TAMPA /s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC 2025-09-18 0001598176
Bayshore Rare Earths II, LLC 10%+ Owner 1700 S. MACDILL AVENUE, SUITE 340, TAMPA /s/ David Kronenfeld, attorney-in-fact for Bayshore Rare Earths II, LLC 2025-09-18 0001844734

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 -5.9M -50% 5.9M Sep 15, 2025 See footnote F1, F3, F7
transaction USAR Common Stock, par value $0.0001 per share Other -1.81M -50% 1.81M Sep 15, 2025 See footnote F2, F4, F7
holding USAR Common Stock, par value $0.0001 per share 59K Sep 15, 2025 Direct F7
holding USAR Common Stock, par value $0.0001 per share 326K Sep 15, 2025 See footnote F5, F7
holding USAR Common Stock, par value $0.0001 per share 124K Sep 15, 2025 See footnote F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bayshore Capital Advisors, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.
F2 The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.
F3 On September 15, 2025, BRE II distributed an aggregate of 5,904,264 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 its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.
F4 On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.
F5 The reported securities are held directly by Bayshore MGR, LLC ("Bayshore MGR"), which is a wholly-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by Bayshore MGR. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore MGR, except to the extent of her pecuniary interest therein.
F6 The reported securities are held directly by BPF II GP, LLC ("BPF II GP"), which is a majority-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BPF II GP. Ms. Smith disclaims beneficial ownership of all securities held by BPF II GP, except to the extent of her pecuniary interest therein.
F7 In the distributions described in Notes 3 and 4 above, an aggregate of 59,011 shares of Common Stock were distributed to Bayshore, 326,318 shares of Common Stock were distributed to Bayshore MGR, 123,711 shares of Common Stock were distributed to BPF II GP, and 117,473 shares of Common Stock were distributed to Ms. Smith. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the acquisitions by Ms. Smith, Bayshore, Bayshore MGR and BPF II GP from BRE II and BRE, were exempt from Section 16 of the Securities Exchange Act of 1934. Ms. Smith disclaims beneficial ownership of all securities held by the Bayshore MGR and BPF II GP, except to the extent of her pecuniary interest therein.

Remarks:

Exhibit 24.1 and Exhibit 24.2