Smith Tready

SEC source: 0002059601-25-000004 · wk-form4_1759529987.xml · derivative · entry 1

Smith Tready · CIK 0002059601 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,054

Underlying: Common Stock, par value $0.0001 per share · 5,054 shares

Expires not disclosed

F1 · security: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

F1 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

F2 · derivative.exercise_date: 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.

F2 · derivative.expiration_date: 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.

SEC source: 0001970622-25-000042 · wk-form4_1755288775.xml · derivative · entry 2

Smith Tready · CIK 0002059601 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,284

Underlying: Common Stock, par value $0.0001 per share · 12,284 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

SEC source: 0001970622-25-000042 · wk-form4_1755288775.xml · derivative · entry 1

Smith Tready · CIK 0002059601 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 18,199

Underlying: Common Stock, par value $0.0001 per share · 18,199 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

SEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 8

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 5,096

Underlying: Common Stock, par value $0.0001 per share · 5,096 shares

Expires 2031-03-13

F6 · derivative.exercise_price: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · derivative.exercise_date: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · balance_after: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F5 · ownership.nature: The reported securities are held directly by Bayshore Capital Holdings Group, LLC ("BCHG"). Ms. Smith shares voting and dispositive control over such securities. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore Capital Holdings Group, LLC, except to the extent of her pecuniary interest therein.

SEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 7

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 8,079

Underlying: Common Stock, par value $0.0001 per share · 8,079 shares

Expires 2031-03-13

F6 · derivative.exercise_price: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · derivative.exercise_date: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · balance_after: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F4 · ownership.nature: The reported securities are held directly by the M. Tready A. Smith Revocable Trust (the "MTAS Trust"). Ms. Smith is the trustee of the trust and, as a result, may be deemed to share beneficial ownership of the securities held of record by the trust.

SEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 6

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 498,109

Underlying: Common Stock, par value $0.0001 per share · 498,109 shares

Expires 2031-03-13

F6 · derivative.exercise_price: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · derivative.exercise_date: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · balance_after: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F3 · ownership.nature: 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.

SEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 5

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 1,623,216

Underlying: Common Stock, par value $0.0001 per share · 1,623,216 shares

Expires 2031-03-13

F6 · derivative.exercise_price: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · derivative.exercise_date: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F6 · balance_after: Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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.

F2 · ownership.nature: 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.

SEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 4

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 37,073

F1 · price: 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 persons 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").

F5 · ownership.nature: The reported securities are held directly by Bayshore Capital Holdings Group, LLC ("BCHG"). Ms. Smith shares voting and dispositive control over such securities. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore Capital Holdings Group, LLC, except to the extent of her pecuniary interest therein.

SEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 3

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 58,777

F1 · price: 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 persons 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").

F4 · ownership.nature: The reported securities are held directly by the M. Tready A. Smith Revocable Trust (the "MTAS Trust"). Ms. Smith is the trustee of the trust and, as a result, may be deemed to share beneficial ownership of the securities held of record by the trust.

SEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 2

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 3,623,629

F1 · price: 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 persons 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").

F3 · ownership.nature: 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.

SEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 1

Smith Tready · CIK 0002059601 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnote

Disclosed balance after: 11,808,529

F1 · price: 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 persons 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").

F2 · ownership.nature: 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.