SCHEDULE: USA Rare Earth: Blitzer's Stake Shifts Post-IPH Distribution

Michael Blitzer's beneficial ownership in USA Rare Earth, Inc. is updated following a pro rata distribution of shares by Inflection Point Holdings II LLC, which is no longer a 5% owner.

Summary

• This filing is Amendment No. 3 to the Schedule 13D for USA Rare Earth, Inc. (the "Issuer"), updating beneficial ownership information for Michael Blitzer and Inflection Point Holdings II LLC (IPH).
• On September 15, 2025, IPH distributed an aggregate of 3,125,000 shares of New USARE Common Stock to its members as a pro rata distribution for no consideration.
• As a result of this distribution, IPH ceased to be a beneficial owner of more than five percent of the New USARE Common Stock as of September 15, 2025.
• Michael Blitzer's aggregate beneficial ownership is now 5,808,082 shares, representing 5.8% of the class.
• This includes 1,495,836 shares with sole voting and dispositive power, and 4,312,836 shares with shared voting power (4,312,246 shared dispositive power).
• The distribution from IPH included 747,500 shares to the Michael Blitzer 2012 Revocable Living Trust and 562,500 shares to IPF.
• Mr. Blitzer also holds 30,483 Restricted Stock Units (RSUs) that will fully vest on May 20, 2026.
• His beneficial ownership calculation includes 748,336 common shares issuable upon conversion of 411,018 Series A Preferred Stock shares held by the Michael Blitzer 2012 Revocable Living Trust, and 624,746 common shares issuable upon conversion of 343,137 Series A Preferred Stock shares held by IPF, both at a conversion price of $7.00 per share.

Sentiment

Score: 5

Explanation: The filing is neutral, detailing a routine amendment to beneficial ownership following an internal share distribution. It does not contain information that would inherently be considered positive or negative for the company's prospects.

Future Outlook

Michael Blitzer holds 30,483 Restricted Stock Units (RSUs) which are scheduled to fully vest on May 20, 2026.

Industry Context

This filing is a routine beneficial ownership disclosure and amendment, which primarily details changes in the ownership structure of a significant shareholder. It does not provide information directly related to broader industry trends or competitive landscape within the rare earth sector.

Stakeholder Impact

• Shareholders: The distribution of shares by IPH to its members, including Michael Blitzer's trust, alters the direct and indirect ownership structure of significant shareholders. This clarifies the beneficial ownership percentages of key individuals and entities.

Next Steps

• Full vesting of Michael Blitzer's 30,483 Restricted Stock Units (RSUs) on May 20, 2026.

Key Dates

Keywords

USA Rare Earth, Michael Blitzer, Inflection Point Holdings, Schedule 13D, Beneficial Ownership, Common Stock, SEC Filing, Share Distribution, Rare Earth