SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Bayshore Capital Advisors, LLC (Last) (First) (Middle) 1700 S. MACDILL AVENUE, SUITE 340 (Street) TAMPA FL 33629 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol USA Rare Earth, Inc. [ USAR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/15/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	09/15/2025		J(3)(7)		5,904,264	D	(3)	5,904,265	I	See footnote(1)
Common Stock, par value $0.0001 per share	09/15/2025		J(4)(7)		1,811,814	D	(4)	1,811,815	I	See footnote(2)
Common Stock, par value $0.0001 per share								59,011(7)	D
Common Stock, par value $0.0001 per share								326,318(7)	I	See footnote(5)
Common Stock, par value $0.0001 per share								123,711(7)	I	See footnote(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Bayshore Capital Advisors, LLC (Last) (First) (Middle) 1700 S. MACDILL AVENUE, SUITE 340 (Street) TAMPA FL 33629 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bayshore Rare Earths II, LLC (Last) (First) (Middle) 1700 S. MACDILL AVENUE, SUITE 340 (Street) TAMPA FL 33629 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.

2. The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.

3. On September 15, 2025, BRE II distributed an aggregate of 5,904,264 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

4. On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.

5. The reported securities are held directly by Bayshore MGR, LLC ("Bayshore MGR"), which is a wholly-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by Bayshore MGR. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore MGR, except to the extent of her pecuniary interest therein.

6. The reported securities are held directly by BPF II GP, LLC ("BPF II GP"), which is a majority-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BPF II GP. Ms. Smith disclaims beneficial ownership of all securities held by BPF II GP, except to the extent of her pecuniary interest therein.

7. In the distributions described in Notes 3 and 4 above, an aggregate of 59,011 shares of Common Stock were distributed to Bayshore, 326,318 shares of Common Stock were distributed to Bayshore MGR, 123,711 shares of Common Stock were distributed to BPF II GP, and 117,473 shares of Common Stock were distributed to Ms. Smith. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the acquisitions by Ms. Smith, Bayshore, Bayshore MGR and BPF II GP from BRE II and BRE, were exempt from Section 16 of the Securities Exchange Act of 1934. Ms. Smith disclaims beneficial ownership of all securities held by the Bayshore MGR and BPF II GP, except to the extent of her pecuniary interest therein.

Remarks:

Exhibit 24.1 and Exhibit 24.2

	/s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC	09/18/2025
	/s/ David Kronenfeld, attorney-in-fact for Bayshore Rare Earths II, LLC	09/18/2025
	** Signature of Reporting Person	Date
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