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The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F1","text":"Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":0,"derivative":{"expiration_date":"2026-03-13","underlying":"Common Stock, par value $0.0001 per share","underlying_shares":939618},"source":{"system":"sec-edgar","filing":"0001666771-26-000006","document":"wk-form4_1778890449.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677126000006/wk-form4_1778890449.xml","form_type":"4"}},{"id":777293,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Common Stock, par value $0.0001 per share","published_at":"2026-05-16T00:14:12.000Z","date":"2026-05-15","kind":"grant","planned":false,"acquired":true,"shares":939618,"ownership":{"direct":false,"nature":"Critical Minerals Trust"},"footnotes":[{"field":"price","element":"transactionPricePerShare","label":"F1","text":"Trigger Event II was satisfied on May 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. 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The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F1","text":"Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":939618,"derivative":{"expiration_date":"2026-03-13","underlying":"Common Stock, par value $0.0001 per share","underlying_shares":939618},"source":{"system":"sec-edgar","filing":"0001666771-26-000005","document":"wk-form4a_1778890420.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677126000005/wk-form4a_1778890420.xml","form_type":"4/A","original_submission_date":"2026-04-22"}},{"id":777291,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Common Stock, par value $0.0001 per share","published_at":"2026-05-16T00:13:43.000Z","date":"2026-04-15","kind":"grant","planned":false,"acquired":true,"shares":939618,"ownership":{"direct":false,"nature":"Critical Minerals Trust"},"footnotes":[{"field":"price","element":"transactionPricePerShare","label":"F1","text":"Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":14610644,"source":{"system":"sec-edgar","filing":"0001666771-26-000005","document":"wk-form4a_1778890420.xml","document_sequence":1,"table":"nonDerivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677126000005/wk-form4a_1778890420.xml","form_type":"4/A","original_submission_date":"2026-04-22"}},{"id":803009,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Earnout Right to Common Stock","published_at":"2026-04-22T23:13:30.000Z","date":"2026-04-15","kind":"exercise","planned":false,"acquired":false,"shares":939618,"ownership":{"direct":false,"nature":"Critical Minerals Trust"},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","label":"F3","text":"See Remarks"},{"field":"price","element":"transactionPricePerShare","label":"F1","text":"Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F1","text":"Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":939618,"derivative":{"expiration_date":"2026-03-13","underlying":"Common Stock, par value $0.0001 per share","underlying_shares":939618},"source":{"system":"sec-edgar","filing":"0001666771-26-000002","document":"wk-form4_1776899607.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677126000002/wk-form4_1776899607.xml","form_type":"4"}},{"id":803008,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Common Stock, par value $0.0001 per share","published_at":"2026-04-22T23:13:30.000Z","date":"2026-04-15","kind":"grant","planned":false,"acquired":true,"shares":939618,"ownership":{"direct":false,"nature":"Critical Minerals Trust"},"footnotes":[{"field":"price","element":"transactionPricePerShare","label":"F1","text":"Trigger Event I was satisfied on April 15, 2026. The reporting person's right to receive additional shares became fixed and irrevocable upon the closing of the business combination on March 13, 2025."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":14610644,"source":{"system":"sec-edgar","filing":"0001666771-26-000002","document":"wk-form4_1776899607.xml","document_sequence":1,"table":"nonDerivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677126000002/wk-form4_1776899607.xml","form_type":"4"}},{"id":1024907,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Restricted Stock Units","published_at":"2025-10-03T22:20:12.000Z","date":"2025-10-01","kind":"grant","planned":false,"acquired":true,"shares":5054,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"security","element":"securityTitle","label":"F1","text":"Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock."},{"field":"shares","element":"transactionShares","label":"F1","text":"Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F2","text":"The restricted stock unit (\"RSU\") will vest on October 1, 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."},{"field":"derivative.expiration_date","element":"expirationDate","label":"F2","text":"The restricted stock unit (\"RSU\") will vest on October 1, 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."}],"balance_after":5054,"derivative":{"exercise_price":0,"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":5054},"source":{"system":"sec-edgar","filing":"0001666771-25-000007","document":"wk-form4_1759530010.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000166677125000007/wk-form4_1759530010.xml","form_type":"4"}},{"id":1065497,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Restricted Stock Units","published_at":"2025-08-15T20:13:29.000Z","date":"2025-08-13","kind":"grant","planned":false,"acquired":true,"shares":12284,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","label":"F1","text":"The restricted stock unit (\"RSU\") 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."},{"field":"shares","element":"transactionShares","label":"F2","text":"Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F1","text":"The restricted stock unit (\"RSU\") 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."},{"field":"derivative.expiration_date","element":"expirationDate","label":"F1","text":"The restricted stock unit (\"RSU\") 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."}],"balance_after":12284,"derivative":{"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":12284},"source":{"system":"sec-edgar","filing":"0001970622-25-000046","document":"wk-form4_1755288804.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000197062225000046/wk-form4_1755288804.xml","form_type":"4"}},{"id":1065496,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":false,"other":false}}],"security":"Restricted Stock Units","published_at":"2025-08-15T20:13:29.000Z","date":"2025-08-13","kind":"grant","planned":false,"acquired":true,"shares":18199,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","label":"F1","text":"The restricted stock unit (\"RSU\") 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."},{"field":"shares","element":"transactionShares","label":"F2","text":"Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F1","text":"The restricted stock unit (\"RSU\") 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."},{"field":"derivative.expiration_date","element":"expirationDate","label":"F1","text":"The restricted stock unit (\"RSU\") 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."}],"balance_after":18199,"derivative":{"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":18199},"source":{"system":"sec-edgar","filing":"0001970622-25-000046","document":"wk-form4_1755288804.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000197062225000046/wk-form4_1755288804.xml","form_type":"4"}},{"id":1204166,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":true,"other":false}}],"security":"Earnout right to Common Stock","published_at":"2025-03-18T01:40:14.000Z","date":"2025-03-13","kind":"grant","planned":false,"acquired":true,"shares":1879238,"price":0,"value":0.0,"ownership":{"direct":false,"nature":"See footnote"},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","label":"F3","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the \"Earnout Period\") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met."},{"field":"derivative.exercise_date","element":"exerciseDate","label":"F3","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the \"Earnout Period\") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met."},{"field":"balance_after","element":"sharesOwnedFollowingTransaction","label":"F3","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the \"Earnout Period\") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":1879238,"derivative":{"expiration_date":"2031-03-13","underlying":"Common Stock, par value $0.0001 per share","underlying_shares":1879238},"source":{"system":"sec-edgar","filing":"0001213900-25-024738","document":"ownership.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025024738/ownership.xml","form_type":"4"}},{"id":1204165,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":45290,"kind":"person","name":"Gutnick Mordechai Zev","position":1,"cik":"0001666771","reported_name":"Gutnick Mordechai Zev","relationship":{"director":true,"officer":false,"ten_percent_owner":true,"other":false}}],"security":"Common Stock, par value $0.0001 per share","published_at":"2025-03-18T01:40:14.000Z","date":"2025-03-13","kind":"grant","planned":false,"acquired":true,"shares":13671026,"ownership":{"direct":false,"nature":"See footnote"},"footnotes":[{"field":"price","element":"transactionPricePerShare","label":"F1","text":"Upon closing of the business combination (the \"Business Combination\") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or \"Inflection Point\") and USA Rare Earth, LLC (\"USARE\") the reporting person acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the \"BCA\")."},{"field":"ownership.nature","element":"natureOfOwnership","label":"F2","text":"The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein."}],"balance_after":13671026,"source":{"system":"sec-edgar","filing":"0001213900-25-024738","document":"ownership.xml","document_sequence":1,"table":"nonDerivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025024738/ownership.xml","form_type":"4"}}]}