X0202 SCHEDULE 13G/A 0001104659-25-027867 0001598176 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 03/31/2026 0001970622 USA Rare Earth, Inc. 91733P107 100 W AIRPORT ROAD STILLWATER OK 74075 Rule 13d-1(b) Bayshore Capital Advisors, LLC FL 0.00 8473160.00 0.00 8473160.00 8473160.00 N 3.89 IA Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance. Bayshore Rare Earths II, LLC DE 0.00 5904265.00 0.00 5904265.00 5904265.00 N 2.71 OO Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance. Bayshore MGR, LLC DE 0.00 6230583.00 0.00 6230583.00 6230583.00 N 2.86 OO Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance. Tready A. Smith X1 37073.00 8626170.00 37073.00 8626170.00 8663243.00 N 3.97 IN Tready A. Smith is the Chief Executive Officer of Bayshore Capital Advisors, LLC ("Bayshore Capital") and exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all of their reported Shares of the Issuer. Ms. Smith expressly disclaims beneficial ownership of all Shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein. Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance. USA Rare Earth, Inc. 100 W AIRPORT ROAD, STILLWATER, OKLAHOMA 74075 Bayshore Capital Advisors, LLC Bayshore Rare Earths II, LLC Bayshore MGR, LLC Tready A. Smith 1700 S. MACDILL AVENUE SUITE 340 TAMPA, Florida 33629 Bayshore Capital Advisors, LLC - FLORIDA Bayshore Rare Earths II, LLC - DELAWARE Bayshore MGR, LLC - DELAWARE Tready A. Smith - UNITED STATES Y 8,663,243 3.97 Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073 Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170 Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073 Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170 N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Joint Acquisition Statement Pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 25, 2025). Bayshore Capital Advisors, LLC /s/ Tready A. Smith 04/23/2026 Bayshore Rare Earths II, LLC /s/ Tready A. Smith 04/23/2026 Bayshore MGR, LLC /s/ Tready A. Smith 04/23/2026 Tready A. Smith /s/ Tready A. Smith 04/23/2026