Serra Verde deal to expand USA Rare Earth (NASDAQ: USAR) board to eight

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

USA Rare Earth, Inc. reported that directors Mordechai Gutnick and General Paul Kern will not stand for reelection at the annual meeting scheduled for June 3, 2026. The Board immediately reduced its size to six directors ahead of that meeting.

The company previously entered into a definitive Agreement and Plan of Merger under which SVRE Holdings Ltd. will merge into a USA Rare Earth subsidiary as part of the Serra Verde Rare Earths Ltd. acquisition. Upon closing, expected in the third quarter of 2026, USA Rare Earth plans to expand the Board from six to eight members by adding two Serra Verde nominees. The company stated that the directors’ decisions not to seek reelection were not due to any disagreement with management, the Board, or company policies or strategy.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Annual meeting date: June 3, 2026 Board size before acquisition: six directors Board size after acquisition: eight directors +1 more

4 metrics

Annual meeting date June 3, 2026 Date of shareholder meeting where two directors will not stand for reelection

Board size before acquisition six directors Board size effective immediately before the June 3, 2026 annual meeting

Board size after acquisition eight directors Planned Board size after adding two Serra Verde nominees upon acquisition closing

Expected acquisition closing period Q3 2026 Anticipated closing timeframe for the Serra Verde-related acquisition

Key Terms

Agreement and Plan of Merger, Emerging growth company, Board of Directors, customary closing conditions, +1 more

5 terms

Agreement and Plan of Merger financial

"the Company entered into a definitive Agreement and Plan of Merger, by and among the Company"

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.

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Board of Directors financial

"members of the Board of Directors (the “Board”) of USA Rare Earth, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

customary closing conditions financial

"The Acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals."

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

regulatory approvals regulatory

"expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

Understanding 8-K Material Events →

04/23/2026 - 05:28 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): April 20, 2026

USA Rare Earth, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41711		98-1720278
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 W. Airport Road, Stillwater, OK 74075

(Address of Principal Executive Offices) (Zip Code)

(813) 867-6155

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		USAR		The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2026, Mordechai Gutnick and General Paul Kern, members of the Board of Directors (the “Board”) of USA Rare Earth, Inc. (the “Company”), notified the Board that they would not stand for reelection at the Company’s upcoming annual meeting of shareholders to be held on June 3, 2026 (the “Annual Meeting”). Accordingly, the Board has voted to reduce its size to six directors effective immediately before the Annual Meeting. As disclosed in the Company’s Current Report on Form 8-K filed on April 20, 2026, on April 19, 2026, the Company entered into a definitive Agreement and Plan of Merger, by and among the Company, Middlebury Merger Sub Ltd. (“Merger Sub”), SVRE Holdings Ltd. (“SVRE”) and Serra Verde Rare Earths Ltd., pursuant to which SVRE will merge with and into Merger Sub, with Merger Sub surviving as an indirect, wholly owned subsidiary of the Company (the “Acquisition”). In connection with the Acquisition, the Company agreed that upon the consummation of the Acquisition, the Company would add two nominees of Serra Verde Rare Earths Ltd. to the Board. Accordingly, in connection with the consummation of the Acquisition, the Company intends to increase the size of the Board from six directors to eight and to add two additional directors to the Board. The Acquisition is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals.

The Company’s management and the Board would like to thank both Mr. Gutnick and Gen. Kern for their years of service and valuable contributions to the Company. The decisions of Mr. Gutnick and Gen. Kern not to seek reelection to the Board were not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, practices or strategy, the Company’s management or the Board.

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 thereunto duly authorized.

		USA Rare Earth, Inc.

Date:	April 23, 2026	By:	/s/ VALERIE FORD JACOB
			Valerie Ford Jacob
			Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did USA Rare Earth (USAR) announce in this 8-K?

USA Rare Earth announced that directors Mordechai Gutnick and General Paul Kern will not stand for reelection at the June 3, 2026 annual meeting. The Board reduced its size to six directors effective immediately before that meeting as part of a planned transition.

Why are USA Rare Earth directors Gutnick and Kern leaving the board?

The filing states that Mr. Gutnick and General Kern chose not to seek reelection and that their decisions were not due to any disagreement with the company. This covers operations, policies, practices, strategy, management, or the Board, indicating an orderly, non‑contentious transition.

How will the Serra Verde acquisition affect USA Rare Earth’s board size?

In connection with the Serra Verde Rare Earths Ltd. acquisition, USA Rare Earth plans to increase its Board from six to eight directors. Upon consummation of the transaction, the company intends to add two Serra Verde nominees as new directors, expanding post‑closing governance representation.

When is USA Rare Earth’s Serra Verde acquisition expected to close?

The acquisition involving SVRE Holdings Ltd. and Serra Verde Rare Earths Ltd. is expected to close in the third quarter of 2026. Completion remains subject to customary closing conditions and regulatory approvals before the combined structure and expanded Board are finalized.

What entities are involved in USA Rare Earth’s planned merger transaction?

The transaction is governed by a definitive Agreement and Plan of Merger among USA Rare Earth, Middlebury Merger Sub Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd. SVRE will merge with and into Middlebury Merger Sub Ltd., which will remain an indirect, wholly owned USA Rare Earth subsidiary.

Did USA Rare Earth indicate any governance concerns linked to these director changes?

The company specifically stated that the decisions by Mr. Gutnick and General Kern not to seek reelection were not due to any disagreement. This includes no disputes regarding operations, policies, practices, strategy, management, or the Board, suggesting a routine transition.

Filing Exhibits & Attachments

3 documents