USA Rare Earth (Nasdaq: USAR) completes merger with TMRC

Rhea-AI Filing Summary

USA Rare Earth, Inc. completed its previously disclosed acquisition of Texas Mineral Resources Corp. on August 7, 2026 through a two-step merger structure. First, a wholly owned USAR merger subsidiary merged with TMRC, with TMRC surviving as a wholly owned subsidiary; a second USAR merger subsidiary then merged with that surviving corporation.

Under the Merger Agreement, TMRC common stock outstanding immediately before the first merger (excluding shares with properly exercised dissenters’ rights and certain intercompany holdings) was converted into the right to receive USA Rare Earth common stock. The exchange ratio was determined by dividing 3,823,328 shares of USAR common stock by 88,339,693 TMRC shares on a fully diluted basis, resulting in a final ratio of 0.043279843 USAR share for each TMRC share, with cash paid in lieu of fractional shares. The USAR shares issued to former TMRC stockholders were registered under a Form S-4 declared effective on June 29, 2026.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger completion date: August 7, 2026 USAR share pool for exchange ratio: 3,823,328 shares of USAR Common Stock Final exchange ratio: 0.043279843 USAR share per TMRC share +2 more

5 metrics

Merger completion date August 7, 2026 Date USA Rare Earth completed the two-step merger with Texas Mineral Resources Corp.

USAR share pool for exchange ratio 3,823,328 shares of USAR Common Stock Numerator used to calculate stock consideration payable to TMRC shareholders.

Final exchange ratio 0.043279843 USAR share per TMRC share Ratio applied to each TMRC share at the effective time of the first merger.

TMRC fully diluted share count 88,339,693 shares Aggregate TMRC common shares outstanding on a fully diluted basis at the effective time.

Form S-4 effectiveness date June 29, 2026 Date the SEC declared effective the registration of USAR shares issued in the merger.

Key Terms

Agreement and Plan of Merger, dissenters’ rights, registration statement on Form S-4, fully diluted basis, +1 more

5 terms

Agreement and Plan of Merger regulatory

"entered into a definitive Agreement and Plan of Merger (the "Merger Agreement")"

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.

dissenters’ rights regulatory

"excluding shares as to which dissenters’ rights were properly exercised"

A legal right that lets shareholders who disagree with a major corporate action—like a merger or sale—require the company to buy their shares for cash at a court-determined fair value instead of accepting the transaction. It matters to investors because it offers a safety valve against being forced into a deal they believe undervalues their stake, and it can affect the expected cash outcome and timing of any takeover or reorganization.

registration statement on Form S-4 regulatory

"registered under the Securities Act... pursuant to a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

fully diluted basis financial

"based on 88,339,693 shares of TMRC common stock outstanding on a fully diluted basis"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

emerging growth company regulatory

"Emerging growth company"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 05:25 PM Accepted by SEC EDGAR 08/07/2026 - 05:25 PM Learn about SEC filing dates

FAQ

What transaction did USA Rare Earth (USAR) complete on August 7, 2026?

USA Rare Earth completed its acquisition of Texas Mineral Resources Corp. via a two-step merger. A USAR merger subsidiary first merged with TMRC, followed by a second merger subsidiary combining with the surviving corporation, making the combined entity wholly owned by USA Rare Earth.

What exchange ratio did TMRC shareholders receive in the USA Rare Earth (USAR) merger?

Each TMRC share was converted into the right to receive 0.043279843 of a USA Rare Earth common share. This ratio was calculated by dividing 3,823,328 USAR shares by 88,339,693 TMRC shares outstanding on a fully diluted basis at the effective time of the first merger.

How many USA Rare Earth (USAR) shares were used to determine consideration for TMRC holders?

The exchange ratio was based on a pool of 3,823,328 USA Rare Earth common shares. That share pool was divided by 88,339,693 TMRC shares outstanding on a fully diluted basis, producing the final exchange ratio applied to each TMRC share.

How many TMRC shares were counted on a fully diluted basis in the USAR merger?

The exchange ratio used 88,339,693 TMRC common shares on a fully diluted basis. This fully diluted share count, together with 3,823,328 USAR shares, yielded the final ratio of 0.043279843 USA Rare Earth share per TMRC share at closing.

How were fractional USA Rare Earth (USAR) shares handled for TMRC stockholders?

TMRC shareholders otherwise entitled to a fractional USA Rare Earth share became entitled to receive cash instead. This cash-in-lieu mechanism applied where the calculated exchange ratio did not result in a whole number of USAR common shares for a given TMRC position.

Under what SEC registration were USA Rare Earth (USAR) shares for the merger issued?

The USAR common shares issued to former TMRC stockholders were registered under the Securities Act via a registration statement on Form S-4. The SEC declared this registration statement effective on June 29, 2026, before completion of the merger.

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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): August 7, 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 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed, on March 4, 2026, USA Rare Earth, Inc. (“USAR”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among USAR, Texas Mineral Resources Corp., a Delaware corporation (“TMRC”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“First Merger Sub”), and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of USAR (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), providing for the merger of First Merger Sub with and into TMRC, with TMRC surviving as a wholly owned subsidiary of USAR (the “First Merger”), followed promptly by the merger of Second Merger Sub with and into the surviving corporation of the First Merger, with Second Merger Sub surviving as a wholly owned subsidiary of USAR (the “Second Merger” and together with the First Merger, the “Mergers”). On August 7, 2026, USAR completed the Mergers pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of common stock, par value $0.01 per share, of TMRC issued and outstanding immediately prior to such time ([excluding shares as to which dissenters’ rights were properly exercised] and shares owned by USAR, TMRC or their respective wholly owned subsidiaries) was converted into the right to receive that portion of a validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of USAR (“USAR Common Stock”) equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of shares of TMRC common stock outstanding on a fully diluted basis at the effective time, resulting in a final exchange ratio of 0.043279843 of a share of USAR Common Stock for each share of TMRC common stock (based on 88,339,693 shares of TMRC common stock outstanding on a fully diluted basis at the effective time). Holders of TMRC common stock otherwise entitled to a fractional share of USAR Common Stock became entitled to receive cash in lieu of such fractional share.

The issuance of shares of USAR Common Stock to the former stockholders of TMRC was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-295838), as amended, filed by USAR with the Securities and Exchange Commission (the “SEC”) and declared effective on June 29, 2026. The proxy statement/prospectus included in the Registration Statement contains additional information about the Mergers, the Merger Agreement and the transactions contemplated thereby.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed as Exhibit 2.1 to USAR’s Current Report on Form 8-K filed with the SEC on March 5, 2026, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are filed or furnished with this Current Report on Form 8-K:

Exhibit No.		Description
2.1†		Agreement and Plan of Merger, dated March 4, 2026, by and among USAR, TMRC and Merger Subs (incorporation by reference to Exhibit 2.1 to USAR’s Current Report on Form 8-K (File No. 001-41711) filed with the SEC on March 5, 2026).
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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: August 7, 2026	By:	/s/ Valerie Ford Jacob
		Valerie Ford Jacob
		Chief Legal Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB