Form 4: Bayshore Entities Report USA Rare Earth Stock Distribution

Bayshore Capital Advisors and Bayshore Rare Earths II reported significant pro rata distributions of USA Rare Earth, Inc. common stock to their members.

Summary

• Bayshore Capital Advisors, LLC and Bayshore Rare Earths II, LLC filed a Form 4, reporting changes in beneficial ownership of USA Rare Earth, Inc. (USAR) common stock.
• On September 15, 2025, Bayshore Rare Earths II, LLC distributed 5,904,264 shares of common stock to its members as a pro rata distribution for no consideration.
• On September 15, 2025, Bayshore Rare Earths, LLC (a wholly-owned subsidiary of Bayshore Partners Fund II, LP) distributed 1,811,814 shares of common stock to its members as a pro rata distribution for no consideration.
• These distributions were exempt from Section 16 of the Securities Exchange Act of 1934 under Rule 16a-13, as they represent a change in the form of beneficial ownership.
• Following the distributions, Bayshore Capital Advisors received 59,011 shares, Bayshore MGR, LLC received 326,318 shares, BPF II GP, LLC received 123,711 shares, and Tready Smith received 117,473 shares.
• Tready Smith, CEO of Bayshore Capital Advisors, exercises sole voting and dispositive control over the securities held by Bayshore Rare Earths II, LLC, Bayshore Rare Earths, LLC, Bayshore MGR, LLC, and BPF II GP, LLC, but disclaims beneficial ownership except for her pecuniary interest.
• Bayshore Capital Advisors, LLC and Bayshore Rare Earths II, LLC are identified as 10% owners of USA Rare Earth, Inc.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of internal stock distributions, which are neither inherently positive nor negative for the company's operational performance or financial health.

Positives

• The distributions were pro rata and for no consideration, indicating a structured internal transfer rather than a market sale.
• The transactions were exempt from Section 16 of the Exchange Act under Rule 16a-13, simplifying compliance for the reporting persons.

Risks

• The Power of Attorney documents include an indemnification clause where the undersigned agrees to indemnify the Company and attorney-in-fact against losses, claims, damages, or liabilities arising from untrue statements, omissions, or lack of timeliness in information provided by the undersigned for SEC filings.

Future Outlook

The filing is a historical report of changes in beneficial ownership and does not contain explicit forward-looking statements or guidance regarding the company's future performance or operations.

Management Comments

• Tready Smith disclaims beneficial ownership of all securities held by Bayshore Rare Earths II, LLC, Bayshore Rare Earths, LLC, Bayshore MGR, LLC, and BPF II GP, LLC, except to the extent of her pecuniary interest therein.

Industry Context

This filing is a routine compliance disclosure for changes in beneficial ownership by significant shareholders and does not provide information on broader industry trends for rare earth minerals or the company's competitive position.

Corporate Governance

Related Party Transactions

• The distributions involve entities (Bayshore Rare Earths II, LLC, Bayshore Rare Earths, LLC, Bayshore MGR, LLC, BPF II GP, LLC) that are advised or controlled by Bayshore Capital Advisors, LLC, and Tready Smith, who is CEO of Bayshore Capital Advisors. These are considered related party transactions.

Stakeholder Impact

• Shareholders: The distributions represent a change in the direct and indirect beneficial ownership structure among existing significant shareholders and related entities. It does not dilute existing public shareholders or introduce new capital.
• Management: The Power of Attorney streamlines SEC filing compliance for certain insiders.

Next Steps

• The Power of Attorney remains in full force and effect until the undersigned is no longer required to file any Form 3, Form 4, Form 5 or Form 144 with respect to holdings of and transactions in securities issued by USA Rare Earth, Inc., unless earlier revoked.

Key Dates

Keywords

USA Rare Earth, USAR, SEC Form 4, beneficial ownership, stock distribution, Bayshore Capital Advisors, rare earth, securities, Section 16, Rule 16a-13