Texas Mineral Resources holders back merger

Q: What did Texas Mineral Resources (TMRC) stockholders approve on July 28, 2026?

Stockholders approved the Merger Proposal, adopting the Agreement and Plan of Merger with USA Rare Earth, Inc.. After the merger, Texas Mineral Resources will become a wholly owned subsidiary of USA Rare Earth through the described merger structure.

Q: How many TMRC shares were entitled to vote at the Special Meeting?

As of the June 2, 2026 record date, 88,339,693 shares of Texas Mineral Resources common stock were outstanding and entitled to vote. Only these shares could participate in the Special Meeting on the merger proposal.

Q: What percentage of TMRC shares were represented at the Special Meeting?

A total of 50,803,815 shares were present virtually or by proxy, representing approximately 57.5% of the outstanding common stock. This share presence constituted a quorum for conducting business at the Special Meeting.

Q: What were the detailed voting results on the TMRC Merger Proposal?

The Merger Proposal received 50,053,327 votes FOR, 550,821 votes AGAINST, and 199,667 ABSTAIN. These results met the requirement for approval by a majority of all outstanding shares entitled to vote.

Q: What voting standard applied to the TMRC Merger Proposal?

Approval required an affirmative vote of a majority of all outstanding shares entitled to vote. The company states that failures to vote, broker non-votes, and abstentions had the same effect as votes AGAINST the Merger Proposal.

Texas Mineral Resources Corp. stockholders approved the Agreement and Plan of Merger with USA Rare Earth, Inc. at a Special Meeting held on July 28, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Texas Mineral Resources Corp. stockholders approved the Agreement and Plan of Merger with USA Rare Earth, Inc. at a Special Meeting held on July 28, 2026. Under this agreement, Texas Mineral Resources will become a wholly owned subsidiary of USA Rare Earth through a merger structure involving Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC.

The record date for voting was June 2, 2026, when 88,339,693 shares of common stock were outstanding and entitled to vote. At the meeting, 50,803,815 shares were present virtually or by proxy, representing approximately 57.5% of outstanding shares and constituting a quorum. Adoption of the merger required approval by holders of a majority of all outstanding shares, with failures to vote, broker non-votes, and abstentions having the same effect as votes against.

The Merger Proposal received 50,053,327 votes FOR, 550,821 votes AGAINST, and 199,667 ABSTAIN. This level of support satisfied the majority-of-outstanding requirement, so the Company’s stockholders approved the Merger Proposal.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 88,339,693 shares Shares present at meeting: 50,803,815 shares Votes FOR Merger Proposal: 50,053,327 votes +3 more

6 metrics

Shares outstanding on record date 88,339,693 shares Common stock outstanding and entitled to vote as of June 2, 2026

Shares present at meeting 50,803,815 shares Shares present virtually or by proxy at the Special Meeting; approximately 57.5% of outstanding

Votes FOR Merger Proposal 50,053,327 votes Votes cast in favor of adopting the Merger Proposal

Votes AGAINST Merger Proposal 550,821 votes Votes cast against the Merger Proposal

ABSTAIN votes 199,667 votes Abstentions on the Merger Proposal, counted with the effect of votes against

Quorum percentage 57.5% Percentage of outstanding shares represented at the Special Meeting

Key Terms

Agreement and Plan of Merger, wholly owned subsidiary, record date, broker non-votes, +1 more

5 terms

Agreement and Plan of Merger regulatory

"stockholders voted on a proposal to adopt the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

wholly owned subsidiary financial

"pursuant to which the Company will become a wholly owned subsidiary of USAR"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

record date regulatory

"As of June 2, 2026, the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes regulatory

"failures to vote, broker non-votes, and abstentions had the same effect"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"50,803,815 shares ... were present ... constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Texas Mineral Resources (TMRC) stockholders approve on July 28, 2026?

Stockholders approved the Merger Proposal, adopting the Agreement and Plan of Merger with USA Rare Earth, Inc.. After the merger, Texas Mineral Resources will become a wholly owned subsidiary of USA Rare Earth through the described merger structure.

How many TMRC shares were entitled to vote at the Special Meeting?

As of the June 2, 2026 record date, 88,339,693 shares of Texas Mineral Resources common stock were outstanding and entitled to vote. Only these shares could participate in the Special Meeting on the merger proposal.

What percentage of TMRC shares were represented at the Special Meeting?

A total of 50,803,815 shares were present virtually or by proxy, representing approximately 57.5% of the outstanding common stock. This share presence constituted a quorum for conducting business at the Special Meeting.

What were the detailed voting results on the TMRC Merger Proposal?

The Merger Proposal received 50,053,327 votes FOR, 550,821 votes AGAINST, and 199,667 ABSTAIN. These results met the requirement for approval by a majority of all outstanding shares entitled to vote.

What voting standard applied to the TMRC Merger Proposal?

Approval required an affirmative vote of a majority of all outstanding shares entitled to vote. The company states that failures to vote, broker non-votes, and abstentions had the same effect as votes AGAINST the Merger Proposal.

What will happen to Texas Mineral Resources (TMRC) after the merger with USA Rare Earth?

Following completion of the transaction under the Merger Agreement, Texas Mineral Resources will become a wholly owned subsidiary of USA Rare Earth, Inc. This results from the merger involving Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 04:32 PM Accepted by SEC EDGAR 07/28/2026 - 04:32 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2026

TEXAS MINERAL RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware

0-53482

87-0294969

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

527 21st Street #44

Galveston, TX 77550

(Address of principal executive offices, including zip code)

(915) 369-2133

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 28, 2026, Texas Mineral Resources Corp. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”), at which the stockholders voted on a proposal to adopt the Agreement and Plan of Merger, dated March 4, 2026 (the “Merger Agreement”), by and among USA Rare Earth, Inc. (“USAR”), the Company, Hamer Merger Sub, Inc., and Hamer Merger Sub, LLC , pursuant to which the Company will become a wholly owned subsidiary of USAR (the “Merger Proposal”).

As of June 2, 2026, the record date for the Special Meeting, there were 88,339,693 shares of common stock outstanding and entitled to vote. At the Special Meeting, 50,803,815 shares of common stock, representing approximately 57.5% of the total outstanding shares of common stock as of the record date, were present virtually or represented by proxy, constituting a quorum for the transaction of business.

Adoption of the Merger Proposal required the affirmative vote of holders of a majority of all outstanding shares of common stock entitled to vote thereon (failures to vote, broker non-votes, and abstentions had the same effect as votes “AGAINST” this proposal). The voting results were as follows:

Proposal

FOR

AGAINST

ABSTAIN

Merger Proposal

50,053,327

550,821

199,667

The Company’s stockholders approved the Merger Proposal at the Special Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TEXAS MINERAL RESOURCES CORP.

Dated: July 28, 2026	By:	/s/ Wm. Chris Mathers
		Name: Wm. Chris Mathers
		Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Texas Mineral Resources holders back merger

Rhea-AI Filing Summary

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