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SCHEDULE 13D Filed 2026-09-11 Event 2026-09-03 SEC 0000947871-26-000861 →

VB (Rare Earths) Ltd USA Rare Earth, Inc. USAR

Stake: 7.90% Shares: 29,544,227 CUSIP: 91733P107 Class: Common Stock, par value $0.0001

Item 4 — Purpose of Transaction

The information set forth or incorporated by reference in Item 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons intend to further assess their investment in the Issuer from time to time, on the basis of various factors, including, without limitation, the Issuer's business performance, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities available to the Reporting Persons and the Issuer. The Reporting Persons seek to maximize the value of their investment in the Issuer. If the Reporting Persons believe that further investment in the Issuer is attractive, the Reporting Persons may acquire (or seek to acquire) Common Stock or other securities of the Issuer. Similarly, the Reporting Persons may determine to dispose of some or all of the Common Stock currently owned by the Reporting Persons. Depending upon the foregoing factors or any other factors that the Reporting Persons may deem relevant, the Reporting Persons may acquire additional securities of the Issuer in open market transactions or privately negotiated transactions, dispose of part or all of their investment in the Issuer by sales of Common Stock from time to time in open market transactions or privately negotiated transactions, including pursuant to the Resale Registration Statement (as defined below) or pursuant to Rule 144 (which may employ trading plans pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in extraordinary transactions such as a merger or otherwise, and/or enter into hedging or other derivative transactions with respect to securities of the Issuer that may be settled in cash or shares of Common Stock. Any acquisition or disposition of the Issuer's securities may be effected by the Reporting Persons at any time without prior notice, subject to applicable law. Other than as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions enumerated in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate such plans or proposals with respect thereto.

Cross-References

Insider Activity (last 365d)
2 transactions
1 buys · 1 sales · 0 awards/exercises
Issuer Cluster
2 13D/G filings on this issuer
1 other filing besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-08-14
DTC 2.16
28,420,137 shares short · -2.2% vs prior

Institutional Consensus · 2025-12-31

Held by elite portfolio managers
1 holder · $2.36M
Point72 Asset Mgmt

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-09-03 Davis Michael Lawrence director Award 6,959
2026-06-08 Trabuco Carolyn director Sale 13,000 $22.77 $296K

Other 13D/G Filings on USA Rare Earth, Inc.

FiledFormFilerStakeShares
2026-06-09 SCHEDULE 13D/A Gutnick Mordechai Zev 6.80% 15,580,745 view →

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