Welcome to our dedicated page for USA Rare Earth SEC filings (Ticker: USAR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The USA Rare Earth, Inc. (USAR) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, offering investors structured access to the documents that describe its mine-to-magnet strategy, financing activities, and material events. As an emerging growth company and smaller reporting company listed on Nasdaq, USAR files a range of reports with the U.S. Securities and Exchange Commission, including registration statements, current reports on Form 8-K, and periodic filings referenced in its press releases.
USAR’s Form 8-K filings provide detail on key developments such as the completion of its acquisition of Indian Ocean Rare Metals Pte Ltd, whose operating subsidiary is Less Common Metals Ltd. (LCM), changes in its independent registered public accounting firm, private placement transactions, and the issuance of a notice of redemption for its public warrants (USARW). These filings outline purchase terms, share issuance, registration rights agreements, and the company’s descriptions of the strategic role that LCM and other actions play in its rare earth metal, alloy, and magnet platform.
The company’s registration statement on Form S-1 describes a secondary offering of common stock held by a selling stockholder and includes sections on risk factors, business description, management’s discussion and analysis, and capital structure. USAR’s periodic reports on Form 10-K and Form 10-Q, which are referenced in its forward-looking statements, contain audited and interim financial statements, going concern disclosures, and additional detail on project development risks, capital needs, and operational plans.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight the main points of lengthy documents, helping readers quickly identify items such as acquisition terms, warrant and equity structures, and risk disclosures related to the Round Top project and the Stillwater magnet facility. Users can also review filings related to unregistered sales of equity securities, registration rights, and other corporate actions to better understand how USAR finances and governs its integrated rare earth supply chain.
USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Davis Michael Lawrence reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. (USAR) reported that director Michael Lawrence Davis received a grant of 6,959 Restricted Stock Units (RSUs) on September 3, 2026. Each RSU represents the right to receive one share of common stock upon settlement, and all RSUs are scheduled to fully vest on the 2027 Annual Meeting date, anticipated to be on or about June 2, 2027. After this award, Davis holds 6,959 RSUs directly, and no Rule 10b5-1 trading plan is reported for this grant.
USA Rare Earth, Inc. (symbol: USAR) is the issuer of record for a Form 4 filing submitted to the SEC. Moraitis Thrasyvoulos reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. (USAR) reported that President and director Moraitis Thrasyvoulos received two awards of restricted stock units on September 3, 2026. One award covers 216,541 RSUs that vest in tranches through December 31, 2027, and a second award covers 226,373 RSUs that vest based on reaching age 65 and separation from service. Each RSU represents the right to receive one share of common stock at settlement, and after these awards he holds 2,080,059 shares of common stock directly.
USA Rare Earth, Inc. (symbol USAR) reports that Michael Lawrence Davis, a director of the company, has filed an initial statement of beneficial ownership on Form 3. The filing does not report any transactions or list any specific equity or derivative holdings at this time.
USA Rare Earth, Inc. (USAR) reported the initial share ownership of Moraitis Thrasyvoulos, who serves as both a director and the President. As of September 3, 2026, he is reported to hold 2,080,059 shares of common stock directly, and no specific purchase or sale transactions are disclosed. No Rule 10b5-1 trading plan is reported.
USA Rare Earth, Inc. (USAR) has filed a Form S-3 to register a secondary offering of up to 126,476,950 shares of common stock for resale by existing selling stockholders. These “Resale Shares” were issued as part of the acquisition of SVRE Holdings Ltd. (Serra Verde) and represent about 33.7% of USAR’s 375,076,567 shares of common stock outstanding as of September 3, 2026. USAR will not receive any proceeds from the sale of these shares.
The Serra Verde acquisition closed on September 3, 2026 for $300 million in cash plus 126,849,307 USAR shares, giving USAR full ownership of the Pela Ema rare earth mine and processing plant in Brazil. Separately, USAR has a financing package with the U.S. Department of Commerce that includes up to $277.0 million of direct funding and a $1.3 billion loan guarantee, alongside equity issued to the DOC and a warrant. The filing highlights that large potential resales, particularly as lock-ups on many shares expire in December 2026 and March 2027, could increase trading volatility or pressure the stock price.
USA Rare Earth, Inc. (USAR) filed a shelf registration statement on Form S-3 to register up to $1,250,000,000 of common stock, preferred stock, debt securities, warrants, rights and units that it may offer and sell from time to time using prospectus supplements.
The company describes itself as building a fully integrated rare earth and permanent magnet value chain across the United States, Brazil and the United Kingdom, from mining through alloy production to neodymium magnet manufacturing for sectors including aerospace and defense, semiconductors and energy. USAR recently completed the acquisition of Serra Verde, providing ownership of the Pela Ema rare earth mine and processing plant in Goiás, Brazil, in exchange for $300,000,000 in cash and 126,849,307 USAR common shares.
USAR also outlines a financing arrangement with the U.S. Department of Commerce that includes a Direct Funding Agreement with a maximum award of $277.0 million and a Loan Guarantee Agreement supporting up to $1.3 billion in Federal Financing Bank advances, alongside the issuance of 16,132,790 common shares and a warrant for 17,600,584 shares at an exercise price of $17.17 per share. Unless specified otherwise in a prospectus supplement, net proceeds from any offerings will be used for general corporate purposes, including potential debt repayment and capital expenditures.
USA Rare Earth, Inc. (USAR) completed its acquisition of SVRE Holdings Ltd. (Serra Verde Group) on September 3, 2026, merging SVRE into a USAR subsidiary for total merger consideration of $300 million in cash plus 126,849,307 USAR shares. The deal is accounted for as a business combination, adding significant mining assets in Brazil, an offtake contract and creating goodwill of approximately $602.5 million on the pro forma balance sheet.
Through the transaction USAR assumes a long‑term DFC project finance facility of up to $565 million, of which $425 million was outstanding as of June 30, 2026, secured by Merger Sub and its assets, and a royalty obligation totaling about $226.9 million. Pro forma combined assets are about $6.7 billion, but pro forma net losses remain substantial at $115.5 million for the six months ended June 30, 2026 and $439.7 million for 2025. The filing also reflects prior capital raising, including a $1.5 billion private placement and equity/warrant issuances to the U.S. Department of Commerce, and details new board appointments of industry veterans Thras Moraitis and Sir Mick (Michael) Davis plus staged lock‑ups on Serra Verde shareholders.
USA Rare Earth, Inc. (USAR) reports that stockholders approved key proposals at a special meeting held on August 28, 2026. Stockholders approved the Share Issuance Proposal, authorizing the issuance of 126,849,307 shares of common stock in connection with a merger involving Middlebury Merger Sub, Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd. acting as representative of SVRE stockholders.
As of the July 22, 2026 record date, there were 244,720,099 common shares and 1,224,351 Series A preferred shares outstanding, representing 247,181,020 shares on an as-converted basis. The Share Issuance Proposal received 108,248,297 votes for, 1,403,269 against, and 16,879,393 abstentions. Stockholders also approved an Adjournment Proposal, which received 94,439,941 votes for, 15,025,106 against, and 17,065,912 abstentions.
USA Rare Earth, Inc. (USAR) reports that a special purpose vehicle capitalized by U.S. government and private sources to purchase Serra Verde Group’s production has completed an upsized $1.55 billion capitalization, satisfying a key offtake-related closing condition for USAR’s pending merger with SVRE Holdings Ltd. The Offtake Agreement amendment resets the required U.S. support to (i) $750 million already funded into the SPV via a profit participation agreement, (ii) a Tier‑1 bank commitment for a senior secured borrowing base facility of up to $500 million, and (iii) forward purchase contracts for at least $300 million of rare earth products over five years after the Satisfaction Date.
USAR highlights that the senior debt facility is not yet documented, closed or funded and may never be, yet the merger could still be required to close. It also discloses that Serra Verde’s 2024 and 2025 audits identified two material weaknesses in internal control over financial reporting, which management is working to remediate. USAR schedules an August 28, 2026 special stockholder meeting to vote on merger‑related proposals and notes supplemental proxy risk disclosures and ongoing stockholder litigation related to the merger disclosures.
USA Rare Earth, Inc. (USAR) reported that a director, as the reporting person, received a grant of 2,059 Restricted Stock Units (RSUs) on August 19, 2026. The RSUs carry a grant/award acquisition code and a stated price of $0.00 per unit. According to the terms, the RSUs will vest 1 year from the grant date, and each RSU represents the right to receive one share of USA Rare Earth common stock upon settlement. Following this grant, the reporting person holds 2,059 RSUs directly.