[8-K] USA Rare Earth, Inc. Reports Material Event

Rhea-AI Filing Summary

USA Rare Earth (USAR) announced a full warrant redemption. The company delivered a notice to redeem all outstanding public warrants that remain unexercised at 5:00 p.m. New York City time on December 1, 2025 for a redemption price of $0.01 per warrant.

The affected warrants are those issued under the May 24, 2023 Warrant Agreement, with each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share. Holders can choose to exercise their warrants before the deadline or receive $0.01 per warrant on the redemption date. The company stated this is not an offer to sell or a solicitation to buy any securities.

Insights

Capital markets counsel

USAR sets a hard deadline to clear outstanding public warrants.

USAR’s notice redeems all unexercised public warrants on December 1, 2025 at $0.01 per warrant. Each whole warrant is exercisable for one common share at an exercise price of $11.50. This mechanism typically prompts holders to decide between exercising before the cutoff or accepting the nominal redemption price.

The filing ties the redemption to the existing Warrant Agreement dated May 24, 2023. Actual warrant exercises, if any, depend on holder decisions and market conditions, while unexercised warrants are retired for $0.01 at the stated time.

The company notes forward‑looking uncertainties around whether holders exercise by 5:00 p.m. New York City time on December 1, 2025. Subsequent disclosures may provide outcomes of exercises versus redemptions after the deadline.

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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): October 30, 2025

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, $0.0001 par value

USAR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share

USARW

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 8.01    Other Events

On October 30, 2025, USA Rare Earth, Inc. (the “Company”) delivered a notice of redemption to redeem all of its outstanding warrants (the “Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share, that were issued under the Warrant Agreement, dated as of May 24, 2023, by and between the Company (f/k/a Inflection Point Acquisition Corp. II) and Continental Stock Transfer & Trust Company, as warrant agent, and that remain unexercised at 5:00 p.m., New York City time, on December 1, 2025 (the “Redemption Date”) for a redemption price of $0.01 per Warrant.

A copy of the Notice of Redemption delivered by the Company is filed as Exhibit 99.1 attached hereto and is incorporated herein by reference. Neither this Current Report on Form 8-K nor the Notice of Redemption attached hereto as Exhibit 99.1 constitutes an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws. Words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “would” and similar expressions identify forward-looking statements, which include but are not limited to statements related to the potential exercise or redemption of the Warrants, the Company’s future cash position, and the Company’s future vision and plans. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our expectations. These risks and uncertainties include, but are not limited to whether holders of Warrants choose to exercise their Warrants for cash prior to 5:00 p.m., New York City time, on the Redemption Date, the Company’s ability to complete the redemption or exercise of the Warrants, its ability to successfully develop its magnet production facility and the timing of expected production milestones, as well as the factors identified in the risk factors of the Company’s periodic filings with the SEC, including the Company’s Form 10-K that the Company filed with the SEC on March 31, 2025 and the Company’s latest Quarterly Reports on Form 10-Q filed with the SEC. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements speak only as of their date, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances occurring after their date or to reflect the occurrence of unanticipated events.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Notice of Redemption, dated October 30, 2025
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

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:

October 30, 2025

By:

/s/ DAVID KRONENFELD

David Kronenfeld

Chief Legal Officer

FAQ

What did USA Rare Earth (USAR) announce in its 8-K?

The company delivered a notice to redeem all outstanding public warrants that remain unexercised at 5:00 p.m. New York City time on December 1, 2025 for $0.01 per warrant.

What is the redemption date and cutoff time for USAR warrants?

The redemption occurs on December 1, 2025, with a cutoff at 5:00 p.m. New York City time for exercises.

What is the USAR warrant exercise price?

Each whole warrant is exercisable for one share of common stock at an exercise price of $11.50 per share.

Which warrants are affected by USAR’s redemption?

Warrants issued under the Warrant Agreement dated May 24, 2023 that remain unexercised by the cutoff time.

What will holders receive if they do not exercise USAR warrants?

Unexercised warrants will be redeemed for $0.01 per warrant on the redemption date.

Is this notice an offer to sell or solicit USAR securities?

No. The company stated the notice is not an offer to sell or a solicitation to buy any securities.

What are USAR’s trading symbols for common stock and warrants?

Common stock trades as USAR and warrants as USARW on The Nasdaq Stock Market LLC.