SCHEDULE: Bayshore Entities Update USA Rare Earth Ownership

Bayshore Capital Advisors and affiliated entities filed an amended Schedule 13G, detailing their beneficial ownership in USA Rare Earth, Inc. following a distribution in kind.

Summary

• Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, Bayshore MGR, LLC, and Tready A. Smith filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership of USA Rare Earth, Inc. Common Stock.
• As of September 15, 2025, Tready A. Smith, CEO of Bayshore Capital Advisors, LLC, beneficially owns an aggregate of 8,665,507 shares, representing 8.89% of the Issuer's common stock.
• Bayshore Capital Advisors, LLC beneficially owns 8,510,961 shares, representing 8.74% of the class.
• Bayshore Rare Earths II, LLC beneficially owns 5,904,265 shares, representing 6.06% of the class.
• Bayshore MGR, LLC beneficially owns 6,230,583 shares, representing 6.40% of the class.
• The percentages are based on 97,427,087 shares of common stock outstanding as of August 4, 2025, as reported in the Issuer's Form 10-Q filed on August 11, 2025.
• On September 15, 2025, Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of an aggregate of 7,716,078 shares of USA Rare Earth, Inc. to their respective members for no consideration, following the expiration of certain lock-up restrictions.

Sentiment

Score: 5

Explanation: The filing is a routine beneficial ownership update, providing factual information about shareholdings and a distribution event without indicating positive or negative operational performance.

Positives

• The expiration of lock-up restrictions and subsequent distribution in kind may increase liquidity for the underlying members of Bayshore entities.

Risks

• The distribution of shares to members could potentially lead to increased selling pressure if the recipients decide to liquidate their holdings, although the filing does not indicate such intent.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding USA Rare Earth, Inc.'s operational or financial performance.

Management Comments

• Tready A. Smith, as Chief Executive Officer of Bayshore Capital Advisors, LLC, exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all of their reported shares of the Issuer.
• Ms. Smith expressly disclaims beneficial ownership of all shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein.

Industry Context

This filing is an ownership disclosure and does not provide specific insights into broader industry trends or competitive landscape within the rare earth sector.

Related Party Transactions

• Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of shares to their respective members for no consideration, which represents a transfer between related parties.

Stakeholder Impact

• Shareholders: Provides updated information on significant beneficial ownership stakes and the distribution of shares from investment entities to their underlying members, potentially increasing the number of individual holders.

Key Dates

Keywords

USA Rare Earth, Bayshore Capital Advisors, Schedule 13G, Beneficial Ownership, Common Stock, Rare Earth, SEC Filing, Lock-up Expiration, Distribution in Kind