Every 424B that USA Rare Earth Inc (USAR) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow USAR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full USAR filings page.
Texas Mineral Resources Corp. (TMRC) will merge into USA Rare Earth, Inc. (USAR) under a definitive Agreement and Plan of Merger dated March 4, 2026. At the Effective Time each outstanding TMRC Share will be converted into a pro rata portion of 3,823,328 USAR Shares divided by TMRC’s fully diluted share count at closing, with cash paid for fractional shares. Based on outstanding USAR instruments as of June 9, 2026, the Merger Consideration implies former TMRC stockholders would hold approximately 1.5% of fully diluted USAR.
The transaction requires approval by a majority of TMRC’s outstanding shares; a virtual special meeting is set for July 28, 2026 (Record Date: June 2, 2026). The TMRC Board recommends holders vote "FOR" the Merger Proposal. A $3,250,000 termination fee applies in specified circumstances. The proxy statement/prospectus includes a fairness opinion from Roth Capital Partners and a description of risks in the "Risk Factors" section.
USA Rare Earth, Inc. files a prospectus supplement to its Form S-1 and a Form 8-K reporting a board change and corporate calendar items.
The Board accepted the resignation of director Tready Smith and appointed Dr. Thomas Caulfield to fill the vacancy and to serve on the Compensation Committee and the Nominating and Corporate Governance Committee. Dr. Caulfield is designated independent and will receive standard director compensation, to be awarded solely in equity unless he elects cash. The Company set its 2026 Annual Meeting of Shareholders for June 3, 2026, and shareholders wishing to submit Rule 14a-8 proposals must deliver them to the Secretary by April 1, 2026. The supplement amends and updates the Prospectus dated February 11, 2026.
USA Rare Earth, Inc. filed a prospectus supplement to its Form S-1 and furnished an 8-K reporting a board change and related corporate items. On March 9, 2026, director Tready Smith resigned and the Board appointed Dr. Thomas Caulfield, who will join the Compensation Committee and the Nominating and Corporate Governance Committee.
Dr. Caulfield is Executive Chairman of GlobalFoundries and previously served as its CEO; the Board has determined he qualifies as an independent director. His standard director compensation will be paid solely in equity unless he elects cash. The Company set its 2026 annual meeting for June 3, 2026, and established an April 1, 2026 deadline for Rule 14a-8 shareholder proposals. The supplement notes the Company’s common stock closed at $21.09 on March 11, 2026.
USA Rare Earth, Inc. reports a Board change and meeting schedule. The company announced the resignation of director Tready Smith and the appointment of Dr. Thomas Caulfield to fill the vacancy, with Dr. Caulfield also named to the Compensation Committee and the Nominating and Corporate Governance Committee, effective upon appointment. The Board determined Dr. Caulfield qualifies as an independent director and will participate in the standard director compensation program, with his compensation to be awarded solely in equity unless he elects otherwise. The company set its 2026 Annual Meeting of Shareholders for June 3, 2026 and established a shareholder proposal submission deadline of April 1, 2026. The press release announcing these items is furnished as Exhibit 99.1.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger dated March 4, 2026 to acquire Texas Mineral Resources Corp. via a two-step merger structure in which TMRC will become a wholly owned subsidiary of USAR. The Transactions are expected to close no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of conditions precedent, including TMRC stockholder approval and effectiveness of a Form S-4 registration statement.
The Merger Consideration provides that each outstanding TMRC common share will be converted into a fractional number of USAR shares equal to the quotient of 3,823,328 divided by the fully diluted number of TMRC shares at the Effective Time; fractional USAR shares will be paid in cash. The agreement includes customary covenants, a $3,250,000 termination fee payable by TMRC in specified circumstances, and Voting and Support Agreements from holders representing approximately 19% of TMRC outstanding shares.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger to acquire Texas Mineral Resources Corp. by means of two-step mergers under the Merger Agreement dated March 4, 2026.
The Merger Consideration for each TMRC share is a fractional number of USAR shares equal to the quotient of 3,823,328 divided by the aggregate number of TMRC shares outstanding on a fully diluted basis at the Effective Time. TMRC holders entitled to fractional USAR shares will receive cash in lieu. The Transactions are expected to be consummated no later than the third calendar quarter of 2026, subject to customary closing conditions including adoption by a majority of TMRC stockholders, effectiveness of a Form S-4 registration statement, absence of prohibitive law or order, and Nasdaq listing authorization if required.
The filing discloses that Supporting Stockholders (directors, officers and certain affiliates) beneficially own approximately 19% of TMRC and have entered into Voting and Support Agreements to vote in favor of the Mergers.
USA Rare Earth, Inc. entered into a definitive Agreement and Plan of Merger to acquire Texas Mineral Resources Corp. The agreement, dated March 4, 2026, contemplates two-step mergers completing no later than the third calendar quarter of 2026, subject to the satisfaction or waiver of closing conditions. Merger consideration is set by a formula that provides each TMRC share the right to receive a fraction of a USAR share equal to 3,823,328 divided by the aggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time. TMRC stockholder approval, a Form S-4 effectiveness, and any Nasdaq listing approvals are among the closing conditions. A termination fee of $3,250,000 is payable by TMRC in certain circumstances. Supporting stockholders holding approximately 19% of TMRC have entered into voting and support agreements. The companies will file a joint proxy statement/prospectus and USAR will file the Registration Statement on Form S-4.
USA Rare Earth, Inc. is registering the resale of up to 76,311,179 shares of common stock held by existing investors. These resale shares, issued mainly in a $1.5 billion PIPE financing and a $100 million cash-and-stock acquisition, represent about 35.0% of shares outstanding as of January 28, 2026. All sale proceeds will go to the selling stockholders, while the company pays registration costs. USA Rare Earth is building a U.S. rare earth magnet supply chain, including a Stillwater, Oklahoma magnet plant, the Round Top deposit in Texas, and a proposed $1.6 billion U.S. government funding package combining CHIPS Act grants and long-term debt.
USA Rare Earth, Inc. has closed a large private placement and is updating its existing prospectus to incorporate the related Current Report on Form 8-K. The company sold 69,767,442 shares of common stock at $21.50 per share in a private placement, raising approximately $1.5 billion in gross proceeds.
The company plans to use the net proceeds to accelerate its mine-to-magnet value chain, including mining, processing, metal-making and magnet manufacturing, as well as for working capital and general corporate purposes. The filing also reiterates extensive forward-looking risk factors, including significant potential dilution from current and expected financings and previously disclosed substantial doubt about the company’s ability to continue as a going concern.
USA Rare Earth, Inc. closed a private placement of 69,767,442 common shares for aggregate gross proceeds of about $1.5 billion at $21.50 per share, and this prospectus supplement updates its existing S-1 prospectus with the related Form 8-K disclosure.
The company plans to use the net proceeds to accelerate its mine-to-magnet value chain, including mining, processing, metal-making and magnet manufacturing, and for working capital and general corporate purposes. Under a registration rights agreement signed at closing, USA Rare Earth agreed to file a registration statement to permit resale of these privately placed shares.
USA Rare Earth, Inc. has entered into a private placement securities purchase agreement to sell 69,767,442 common shares at $21.50 per share, raising approximately $1.5 billion before expenses for general corporate purposes. The shares are being sold to accredited investors in an unregistered transaction, with the company agreeing to later register their resale.
The company also signed a non-binding letter of intent with the U.S. Department of Commerce for an expected $1.6 billion package, including $277 million in CHIPS Act direct funding and a $1.3 billion senior secured loan with a 15‑year term. This support is tied to numerous milestones, a requirement to secure an estimated $4.1 billion of additional capital and a $250 million credit facility, and the planned issuance of about 16.1 million shares and long-dated warrants to the U.S. government, which would significantly dilute existing shareholders if completed.
USA Rare Earth, Inc. entered into a private placement to sell 69,767,442 common shares at $21.50 per share, raising approximately $1.5 billion before expenses. The company plans to use the net proceeds for general corporate purposes.
The company also signed a non-binding letter of intent with the U.S. Department of Commerce for an expected $1.6 billion package, including $277 million in direct funding and $1.3 billion of senior secured debt with a 15‑year term at an expected rate of Treasury +150 bps. As part of this expected government transaction, USA Rare Earth would issue about 16.1 million common shares at $17.17 per share and warrants for roughly 17.5–17.6 million additional shares at the same price, leading to significant dilution and potential U.S. government ownership of 8%–16% of fully diluted shares prior to the private placement.
Funding from the government package would be released in phases tied to detailed milestones for the Round Top deposit, processing, metal making, and magnet manufacturing facilities, along with a requirement to secure an estimated $4.1 billion of additional capex financing and a $250 million revolving credit facility. The company amended its Series A preferred terms and certain existing warrants so that any government financing is treated as an exempt issuance, avoiding conversion price and warrant exercise price adjustments.
USA Rare Earth, Inc. has completed its previously announced acquisition of Indian Ocean Rare Metals Pte Ltd, whose main operating subsidiary is Less Common Metals Ltd. (LCM), a U.K.-based producer of specialized rare earth metals and permanent magnet alloys. The deal closed on November 18, 2025.
Through a wholly owned subsidiary, the company paid $100,000,000 in cash and issued 6.54 million shares of common stock, with 1,010,782 of those shares placed into escrow and the total subject to customary debt, expense and post-closing adjustments. The stock was issued in a private placement exempt from registration. USA Rare Earth agreed in a registration rights agreement to use reasonable best efforts to register the resale of these shares for the sellers. The company also highlights significant business and project risks, including substantial doubt about its ability to continue as a going concern for the twelve months following the issuance of its third quarter 2025 financial statements.
USA Rare Earth, Inc. completed the acquisition of Indian Ocean Rare Metals Pte Ltd, whose main operating subsidiary is U.K.-based rare earth metals and alloys producer Less Common Metals Ltd. The buyer paid $100,000,000 in cash and issued 6.54 million shares of common stock, with 1,010,782 shares placed into escrow and the price subject to customary adjustments. The share component was issued in a private transaction under Section 4(a)(2), and the company granted the sellers registration rights to resell these shares through a future registration statement. USA Rare Earth’s common stock and warrants continue to trade on Nasdaq under the symbols USAR and USARW.
USA Rare Earth, Inc. (USAR) filed a Rule 424(b)(3) prospectus supplement to update its S-1 with the Q3 2025 Form 10‑Q. As of September 30, 2025, cash and cash equivalents were $257.6 million, and the company reports additional approximately $163.3 million raised from exercises of outstanding warrants after quarter‑end. Q3 net loss was $156.7 million, driven largely by a $142.4 million loss on the fair value of financial instruments; year‑to‑date net loss was $248.0 million, including a $216.8 million non‑cash loss on fair value changes.
The company closed a $75.0 million PIPE in May 2025 and a $125.0 million PIPE in September 2025. The balance sheet reflects $166.1 million of earnout liabilities and $177.8 million of warrant liabilities, with stockholders’ deficit of $(58.6) million. Management states there is substantial doubt about the company’s ability to continue as a going concern. USAR agreed to acquire IORM/LCM for $100.0 million in cash and 6.74 million shares, subject to U.K. NSIA approval. Construction in progress tied to the Stillwater magnet facility totaled $33.7 million. Common shares outstanding were 132,638,561 as of October 31, 2025.
USA Rare Earth, Inc. filed a prospectus supplement that updates its S‑1 with the company’s Q3 2025 Form 10‑Q. The update highlights a development‑stage business building a U.S. rare earth magnet supply chain and includes current financials and transactions.
Cash and cash equivalents were $257.6 million as of September 30, 2025. Q3 net loss attributable to the company was $156.7 million, driven largely by a non‑cash loss on the fair value of financial instruments. For the nine months, net loss was $247.4 million with operating expenses of $33.4 million. The company recorded earnout liabilities of $166.1 million and warrant liabilities of $177.8 million, resulting in stockholders’ deficit of $(58.6) million.
Financing activity included a $75.0 million PIPE in May and a $125.0 million PIPE on September 29, 2025; subsequent warrant exercises provided approximately $163.3 million after quarter end. USAR signed an agreement to acquire Less Common Metals for $100.0 million cash plus 6.74 million shares, subject to U.K. NSIA approval. The company disclosed substantial doubt about its ability to continue as a going concern due to planned spend and capital needs.
USA Rare Earth, Inc. filed a prospectus supplement to update its S-1 with a Form 8-K disclosing an auditor transition. Effective November 1, 2025, Horne LLP resigned after its partners and staff joined BDO USA, P.C., and the Audit Committee approved BDO as the new independent registered public accounting firm.
Horne’s reports on the Company’s 2024 and 2023 financial statements contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The Company reports no disagreements with Horne through October 31, 2025, and includes Horne’s concurrence letter as Exhibit 16.1.
USA Rare Earth’s securities trade on Nasdaq as USAR and USARW. On November 5, 2025, the Common Stock closed at $16.87 per share and the Warrants closed at $5.61 per Warrant.
USA Rare Earth, Inc. filed a prospectus supplement to update its S‑1 prospectus with an attached Form 8‑K disclosing a change in independent auditor. Effective November 1, 2025, Horne LLP resigned following the transfer of its partners and professional staff to BDO USA, P.C., and the company’s Audit Committee approved BDO as the new independent registered public accounting firm.
Horne’s reports on the company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements with Horne on accounting principles, disclosures, or audit scope through October 31, 2025. A letter from Horne agreeing with the statements is filed as Exhibit 16.1. The supplement also notes Nasdaq listings for Common Stock (USAR) and Warrants (USARW).
USA Rare Earth, Inc. announced a redemption of all outstanding public warrants. Any warrants that remain unexercised at 5:00 p.m. New York City time on December 1, 2025 will be redeemed for $0.01 per warrant.
Holders may choose to exercise their warrants for shares prior to the deadline. Each whole warrant is exercisable for one share of common stock at an exercise price of $11.50 per share. As context, on October 29, 2025, the common stock closed at $20.10 and the warrants at $8.75.
USA Rare Earth, Inc. filed a prospectus supplement to update its S-1 with an 8-K announcing a notice to redeem all outstanding public warrants for $0.01 per warrant if they remain unexercised as of 5:00 p.m. New York City time on December 1, 2025.
The warrants are exercisable for one share of common stock at an exercise price of $11.50 per share. The company’s securities trade on Nasdaq under USAR (common) and USARW (warrants); on October 29, 2025, the common stock closed at $20.10 and the warrants at $8.75.
USA Rare Earth, Inc. registered up to 8,333,333 shares of common stock for resale by a selling stockholder, to be sold from time to time in public or private transactions. This is a secondary offering to satisfy registration rights, and the company will not receive any proceeds from these sales.
The prospectus notes the selling stockholder acquired the shares at prices below the current trading price, which may incentivize sales at lower effective prices. The filing states these resale shares represent approximately 7.3% of total issued and outstanding common stock as of September 30, 2025. Shares outstanding were 113,832,993 as of that date.
Sales may occur via ordinary brokerage transactions, underwritten offerings, directly to market makers, or other methods described in the Plan of Distribution. USA Rare Earth’s common stock and public warrants trade on Nasdaq as “USAR” and “USARW”; on October 1, 2025, the common stock closed at $18.41 per share and the public warrants at $7.72 per warrant. The company will bear registration expenses; the selling stockholder bears selling commissions and discounts.