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. director Mordechai Zev Gutnick reported indirect acquisitions tied to an earnout arrangement. On April 15, 2026, the Critical Minerals Trust, for which he serves as trustee, received 939,618 shares of common stock at $0.0000 per share when an earnout right was exercised following satisfaction of “Trigger Event I.”
The earnout right to receive these shares, which became fixed upon the closing of the business combination on March 13, 2025, was exercised for the same 939,618 underlying shares, leaving no remaining derivative position. Following the grant, the trust held 14,610,644 shares of common stock indirectly. Mr. Gutnick disclaims beneficial ownership of securities held by the Critical Minerals Trust except to the extent of his pecuniary interest.
USA Rare Earth, Inc. director Paul J. Kern reported compensation-related equity activity. On April 15, 2026 he received a grant of 11,211 shares of common stock at no cost, linked to an earnout right. This reflected satisfaction of “Trigger Event I” after a prior business combination.
The same 11,211 shares were delivered through the exercise of an earnout right to common stock. Following these non‑market transactions, Kern directly holds 179,035 shares of common stock.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger with SVRE Holdings Ltd. through a wholly owned British Virgin Islands subsidiary, Middlebury Merger Sub Ltd. The agreement was signed on April 19, 2026 and relates to combining USAR with SVRE’s rare earth operations.
USAR expects to issue shares of its common stock as merger consideration, and references this potential future equity issuance as an unregistered sale of securities. The company plans to seek stockholder approval for the share issuance and other matters via a proxy statement to be filed with the SEC.
The filing includes customary forward-looking statements about the proposed transactions, expected benefits, integration of SVRE, capital-raising plans, and operational milestones, along with extensive risk factors and cautions. Key transaction documents, including the Merger Agreement, a Voting and Support Agreement, and a Registration Rights Agreement, are filed as exhibits for stockholder reference.
USA Rare Earth, Inc. has entered into a definitive Agreement and Plan of Merger to acquire SVRE Holdings Ltd. (Serra Verde Group) for $300,000,000 in cash plus 126,849,307 newly issued USAR shares, implying equity value of about $2.8 billion at a referenced share price. Serra Verde’s Brazilian Pela Ema mine is described as the only scaled producer outside Asia of all four magnetic rare earth elements and is expected to deliver $550–$650 million of annualized run‑rate EBITDA by the end of 2027, with the combined company targeted to generate about $1.8 billion of EBITDA in 2030. The deal includes a 15‑year, 100% offtake agreement for key rare earths with price floors, a $565 million DFC financing package, and pro‑forma liquidity of roughly $3.2 billion, and is expected to close by the third quarter of 2026, subject to stockholder approval, antitrust clearance, financing consents and other customary conditions. If USAR stockholder approval is not obtained, USAR may owe SVRE a termination fee of $25 million or $75 million, depending on whether its board changes its recommendation.
USA Rare Earth, Inc. is pursuing a strategic minority investment in French rare earth specialist Carester SAS, under a term sheet that targets roughly 12.5% equity for USA Rare Earth and 12.5% for InfraVia. The partnership includes long-term rights for USA Rare Earth and its LCM Europe subsidiary to purchase rare earth oxides from Carester’s Caremag facility, plus access to Carester’s engineering expertise and intellectual property for separation, processing, recycling, and magnet recycling.
Carester’s Caremag plant in Lacq, France is designed for 7,000 tpa of combined mined and recycled feedstock, including about 800 tpa NdPr oxide, 500 tpa Dy oxide, and 100 tpa Tb oxide, which are key ingredients for permanent magnets. The arrangement also gives Carester long-term access to heavy rare earth feedstock from USA Rare Earth’s Round Top deposit in Texas, which is expected to begin commercial operation in late 2028. The French government is supporting the broader Lacq platform: Carester has already secured about €216 million of backing, while LCM Europe’s planned 3,750 mtpa metal and alloy facility could benefit from direct credits under the C3IV program of up to 45% of eligible equipment and real estate costs up to a total of €130 million, and a potential 50% state guarantee on commercial debt financing through Bpifrance Assurance Export. Closing of the Carester investment remains subject to confirmatory due diligence and definitive agreements.
Steele William Robert Jr reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. reported that Chief Financial Officer William Robert Steele Jr received a grant of 63,493 restricted stock units. Each unit represents one share of common stock, so this award ties his compensation to the company’s future share performance.
The RSUs will vest in three equal tranches of 33 1/3% on March 1, 2027, March 1, 2028, and March 1, 2029. Steele will only receive the underlying shares of common stock as each portion vests and settles over this three-year schedule.
USA Rare Earth, Inc. files its annual report outlining plans to build an integrated “mine-to-magnet” rare earth supply chain anchored in the U.S. and allied countries. The company is still pre-revenue, with its Stillwater, Oklahoma NdFeB magnet facility and Round Top rare earth project under development.
Strategy centers on securing heavy and light rare earths from the Round Top deposit in Texas, scaling midstream metal and alloy capacity through the November 2025 acquisition of Less Common Metals in the U.K., and expanding metal output with a planned 3,750 MTPA plant in Lacq, France. Management targets up to 10,000 MTPA of sintered NdFeB magnet capacity in the U.S. by 2029.
The report highlights an expected U.S. government collaboration under a January 2026 letter of intent for $1.6 billion in CHIPS Act funding, a proposed full acquisition of Texas Mineral Resources Corp. to own 100% of the Round Top Project, and extensive risk factors, including no commercial operating history, negative cash flows, capital intensity, regulatory exposure and heavy reliance on successful project execution.
USA Rare Earth reported heavy 2025 losses while sharply strengthening its balance sheet and advancing its mine-to-magnet buildout. For 2025, revenue was $1.6 million with gross margin of 11.9%, and net loss attributable to the company widened to $297.6 million, or $3.31 per diluted share, driven largely by non-cash fair value adjustments.
Operating expenses were $59.7 million and capital expenditures were $37.4 million. Year-end cash and cash equivalents rose to $359.9 million from $16.8 million, and the cash balance was about $1.75 billion as of the release date, including $1.5 billion in gross proceeds from a common stock PIPE that closed in January 2026.
The company closed the acquisition of Less Common Metals, advanced its Round Top rare earth project, commissioned Phase 1a of its Stillwater magnet facility, and outlined plans for significant metal and alloy capacity expansions in the UK and France. A non-binding Letter of Intent with the U.S. Government contemplates up to $1.6 billion in CHIPS Program funding, subject to milestones and definitive documentation expected in April 2026.
Caulfield Thomas reported acquisition or exercise transactions in this Form 4 filing.
USA Rare Earth, Inc. director Thomas Caulfield received a grant of 2,548 restricted stock units as equity compensation. Each RSU represents one share of common stock and will fully vest on June 3, 2026, after which he will receive the underlying shares.
Following this grant, Caulfield holds 2,548 RSUs directly and 52,500 shares of common stock indirectly through The Thomas Caulfield Revocable Trust, reflecting both his new award and his existing indirect ownership position.
USA Rare Earth, Inc. director Thomas Caulfield filed an initial ownership report showing indirect beneficial ownership of 52,500 shares of common stock. These shares are held through The Thomas Caulfield Revocable Trust, and the filing does not reflect a new purchase or sale, only existing holdings.