{"transactions":[{"id":901349,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"Chief Legal Officer"}}],"security":"Common Stock, par value $0.0001 per share","published_at":"2026-02-17T21:20:49.000Z","date":"2026-02-12","kind":"other","planned":false,"acquired":true,"shares":6977,"price":21.4992,"value":149999.9184,"ownership":{"direct":true},"footnotes":[{"field":"shares","element":"transactionShares","label":"F1","text":"The shares were acquired in a pro-rata distribution of shares from Inflection Point Freedom Fund LP, of which the reporting person was a limited partner."}],"balance_after":76374,"source":{"system":"sec-edgar","filing":"0002059114-26-000002","document":"wk-form4_1771363245.xml","document_sequence":1,"table":"nonDerivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000205911426000002/wk-form4_1771363245.xml","form_type":"4"}},{"id":961167,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"Chief Legal Officer"}}],"security":"Restricted Stock Units","published_at":"2025-12-22T23:45:59.000Z","date":"2025-12-19","kind":"grant","planned":false,"acquired":true,"shares":11095,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"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 in three equal tranches.  33 1/3% of the RSU will vest on December 1, 2026, December 1, 2027,  and December 1, 2028, respectively. 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 in three equal tranches.  33 1/3% of the RSU will vest on December 1, 2026, December 1, 2027,  and December 1, 2028, respectively. 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":11095,"derivative":{"exercise_price":0,"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":11095},"source":{"system":"sec-edgar","filing":"0002059114-25-000003","document":"wk-form4_1766447155.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000205911425000003/wk-form4_1766447155.xml","form_type":"4"}},{"id":1065504,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"Chief Legal Officer"}}],"security":"Restricted Stock Units","published_at":"2025-08-15T20:17:29.000Z","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":"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":"F4","text":"The restricted stock unit (\"RSU\") is fully vested and the underlying shares will be released to the participant on May 20, 2026. If the release 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":"F4","text":"The restricted stock unit (\"RSU\") is fully vested and the underlying shares will be released to the participant on May 20, 2026. If the release 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":"0001970622-25-000052","document":"wk-form4_1755289042.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":3,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000197062225000052/wk-form4_1755289042.xml","form_type":"4"}},{"id":1065503,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"Chief Legal Officer"}}],"security":"Restricted Stock Units","published_at":"2025-08-15T20:17:29.000Z","date":"2025-08-13","kind":"grant","planned":false,"acquired":true,"shares":40947,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","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":"F3","text":"The restricted stock unit (\"RSU\") will vest in three equal tranches.  33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027,  and May 20, 2028, respectively. 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":"F3","text":"The restricted stock unit (\"RSU\") will vest in three equal tranches.  33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027,  and May 20, 2028, respectively. 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":40947,"derivative":{"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":40947},"source":{"system":"sec-edgar","filing":"0001970622-25-000052","document":"wk-form4_1755289042.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000197062225000052/wk-form4_1755289042.xml","form_type":"4"}},{"id":1065502,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"Chief Legal Officer"}}],"security":"Restricted Stock Units","published_at":"2025-08-15T20:17:29.000Z","date":"2025-08-13","kind":"grant","planned":false,"acquired":true,"shares":27298,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","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 in two equal tranches.  50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. 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 in two equal tranches.  50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. 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":27298,"derivative":{"exercise_price":0,"underlying":"Common Stock, par value $0.0001 per share","underlying_shares":27298},"source":{"system":"sec-edgar","filing":"0001970622-25-000052","document":"wk-form4_1755289042.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000197062225000052/wk-form4_1755289042.xml","form_type":"4"}},{"id":1204168,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"CLO and Corporate Secretary"}}],"security":"Earnout right to Common Shares","published_at":"2025-03-18T01:40:49.000Z","date":"2025-03-13","kind":"grant","planned":false,"acquired":true,"shares":10016,"price":0,"value":0.0,"ownership":{"direct":true},"footnotes":[{"field":"derivative.exercise_price","element":"conversionOrExercisePrice","label":"F2","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 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":"F2","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 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":"F2","text":"Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 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."}],"balance_after":10016,"derivative":{"expiration_date":"2031-03-13","underlying":"Common Stock, par value $0.0001 per share","underlying_shares":10016},"source":{"system":"sec-edgar","filing":"0001213900-25-024739","document":"ownership.xml","document_sequence":1,"table":"derivative","row_type":"transaction","position":2,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025024739/ownership.xml","form_type":"4"}},{"id":1204167,"issuer":{"id":4023,"kind":"organization","name":"USA Rare Earth, Inc.","symbol":"USAR"},"owners":[{"id":66231,"kind":"person","name":"Kronenfeld David Thomas","position":1,"cik":"0002059114","reported_name":"Kronenfeld David Thomas","relationship":{"director":false,"officer":true,"ten_percent_owner":false,"other":false,"officer_title":"CLO and Corporate Secretary"}}],"security":"Common Stock","published_at":"2025-03-18T01:40:49.000Z","date":"2025-03-13","kind":"grant","planned":false,"acquired":true,"shares":72870,"ownership":{"direct":true},"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\")."}],"balance_after":72870,"source":{"system":"sec-edgar","filing":"0001213900-25-024739","document":"ownership.xml","document_sequence":1,"table":"nonDerivative","row_type":"transaction","position":1,"url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025024739/ownership.xml","form_type":"4"}}]}