Sec Form 4 Filing - BLITZER MICHAEL @ USA Rare Earth, Inc. - 2025-08-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BLITZER MICHAEL 2. Issuer Name and Ticker or Trading Symbol USA Rare Earth, Inc. [ USAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 167 MADISON AVENUE, SUITE 205 #1017 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2025 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 08/13/2025 M 2,091,849 A 2,091,849 I By Inflection Point Fund I, LP ( 5 ) Common Stock, par value $0.0001 per share 08/13/2025 S 2,091,849 D $ 15.75 0 I By Inflection Point Fund I, LP ( 5 ) Common Stock, par value $0.0001 per share 6,250,000 I By Inflection Point Holdings II LLC ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 08/13/2025 A 18,199 ( 3 ) ( 2 ) ( 2 ) Common Stock, par value $0.0001 per share 18,199 $ 0 18,199 D Restricted Stock Units ( 2 ) 08/13/2025 A 12,284 ( 3 ) ( 2 ) ( 2 ) Common Stock, par value $0.0001 per share 12,284 $ 0 12,284 D Series A Preferred Stock, par value $0.0001 per share $ 7 ( 1 ) 08/13/2025 M 1,161,805 ( 1 ) ( 1 ) Common Stock, par value $0.0001 per share 2,091,849 ( 1 ) 343,137 ( 1 ) I By Inflection Point Fund I, LP ( 5 ) Series A Preferred Stock, par value $0.0001 per share $ 7 ( 1 ) ( 1 ) ( 1 ) Common Stock, par value $0.0001 per share 411,018 411,018 ( 1 ) D Warrants to purchase Common Stock $ 11.5 08/14/2025 J( 4 ) 6,000,000 04/12/2025 03/13/2030 Common Stock, par value $0.0001 per share 6,000,000 ( 4 ) 0 I By Inflection Point Holdings II LLC ( 6 ) Warrants to purchase Common Stock $ 11.5 04/12/2025 03/13/2030 Common Stock, par value $0.0001 per share 3,813,334 3,813,334 ( 4 ) D Warrants to purchase Common Stock $ 11.5 08/14/2025 S 3,813,334 04/12/2025 03/13/2030 Common Stock, par value $0.0001 per share 3,813,334 $ 5.7 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLITZER MICHAEL 167 MADISON AVENUE SUITE 205 #1017 NEW YORK, NY10016 X X Inflection Point Holdings II LLC 167 MADISON AVENUE SUITE 205 #1017 NEW YORK, NY10016 X Director-by-Deputization Signatures /s/ Michael Blitzer 08/15/2025 Signature of Reporting Person Date /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC 08/15/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("Series A Preferred Stock") is convertible into a number of shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Preferred Stock (the "Certificate of Designation")) by the conversion price, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date. ( 2 )The restricted stock unit will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. ( 3 )Each restricted stock unit represents the right to receive, at settlement, one (1) sha re of the Issuer's common stock. ( 4 )On August 14, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 6,000,000 private placement warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 3,813,334 private placement warrants were distributed to Michael Blitzer 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 from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934. ( 5 )Inflection Point Fund I, LP ("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. ( 6 )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.

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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